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**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X]Quarterly Report Under Section 13 Or 15(d) Of The
Securities Exchange Act Of 1934

For the quarterly period ended May 31, 2007

[   ] Transition Report Under Section 13 Or 15(d) Of
The Exchange Act

For the transition period ________ to ________

COMMISSION FILE NUMBER**000-52626**

PENGRAM CORPORATION(Exact
name of small business issuer as specified in its charter)

|NEVADA                                           | 68-0643436                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

1200 Dupont Street, Suite 2J Bellingham, WA 98225(Address of principal executive offices)

(360) 255-3436Issuer's telephone number

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

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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. Yes [   ]   No [X]

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

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: As of July
12, 2007, the Issuer had 14,999,048 Shares of Common Stock
outstanding.

Transitional Small Business Disclosure Format (check one): Yes
[   ] No [X]

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PART I - FINANCIAL INFORMATION

ITEM 1.   
            FINANCIAL
STATEMENTS.

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B, 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 six months ended May 31, 2007 are
not necessarily indicative of the results that can be expected for the year
ending November 30, 2007.

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

2

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PENGRAM CORPORATION(An Exploration Stage Company)

SECOND QUARTER FINANCIAL STATEMENTS

MAY 31, 2007(Unaudited) 
  (Stated in U.S. Dollars)





F-1

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PENGRAM CORPORATION(An Exploration Stage Company)

BALANCE SHEETS(Unaudited) 
  (Stated in U.S. Dollars)

|                                                       |   | MAY
      31 |   |   | NOVEMBER 30 |  
|------------------------------------------------------ | - | ------------ | - | - | ----------- | -
|                                                       |   | 2007         |   |   | 2006        |  
|                                                       |   |              |   |   |             |  
|ASSETS                                                 |   |              |   |   |             |  
|                                                       |   |              |   |   |             |  
|Current                                                |   |              |   |   |             |  
|Cash                                                   | $ | 44,904       |   | $ | 96,319      |  
|Prepaid expenses                                       |   | 2,800        |   |   | 7,800       |  
|                                                       |   | 47,704       |   |   | 104,119     |  
|                                                       |   |              |   |   |             |  
|Computer Equipment                                     |   | 1,344        |   |   | -           |  
|                                                       |   |              |   |   |             |  
|Mineral Property Acquisition Costs                     |   | 6,000        |   |   | 6,000       |  
|                                                       |   |              |   |   |             |  
|                                                       | $ | 55,048       |   | $ | 110,119     |  
|                                                       |   |              |   |   |             |  
|LIABILITIES                                            |   |              |   |   |             |  
|                                                       |   |              |   |   |             |  
|Current                                                |   |              |   |   |             |  
|Accounts
      payable and accrued liabilities         | $ | 4,401        |   | $ | 1,065       |  
|Amounts due to related party                           |   | -            |   |   | 185         |  
|                                                       |   | 4,401        |   |   | 1,250       |  
|                                                       |   |              |   |   |             |  
|STOCKHOLDERS EQUITY                                   |   |              |   |   |             |  
|                                                       |   |              |   |   |             |  
|Share Capital                                          |   |              |   |   |             |  
|Authorized:                                            |   |              |   |   |             |  
|100,000,000 common voting stock with a par value of    |   |              |   |   |             |  
|$0.001 per share                                       |   |              |   |   |             |  
|100,000,000 preferred stock with a par value of $0.001 |   |              |   |   |             |  
|per share                                              |   |              |   |   |             |  
|                                                       |   |              |   |   |             |  
|Issued:                                                |   |              |   |   |             |  
|14,999,048 common shares                               |   | 14,999       |   |   | 14,999      |  
|                                                       |   |              |   |   |             |  
|Additional Paid-In Capital                             |   | 113,982      |   |   | 113,982     |  
|                                                       |   |              |   |   |             |  
|Accumulated Deficit During The Exploration
      Stage |   | (78,334      | ) |   | (20,112     | )
|                                                       |   | 50,647       |   |   | 108,869     |  
|                                                       |   |              |   |   |             |  
|                                                       | $ | 55,048       |   | $ | 110,119     |  

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

F-2

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PENGRAM CORPORATION(An Exploration Stage Company)

STATEMENTS OF OPERATIONS(Unaudited) 
  (Stated in U.S. Dollars)

|                                         |   |            |   |   |            |   |   | CUMULATIVE  |  
|---------------------------------------- | - | ---------- | - | - | ---------- | - | - | ----------- | -
|                                         |   |            |   |   |            |   |   | PERIOD FROM |  
|                                         |   | THREE      |   |   | SIX        |   |   | INCEPTION   |  
|                                         |   | MONTHS     |   |   | MONTHS     |   |   | APRIL 28    |  
|                                         |   | ENDED      |   |   | ENDED      |   |   | 2006 TO     |  
|                                         |   | MAY 31     |   |   | MAY 31     |   |   | MAY 31      |  
|                                         |   | 2007       |   |   | 2007       |   |   | 2007        |  
|                                         |   |            |   |   |            |   |   |             |  
|Revenue                                  | $ | -          |   | $ | -          |   | $ | -           |  
|                                         |   |            |   |   |            |   |   |             |  
|Expenses                                 |   |            |   |   |            |   |   |             |  
|Amortization                             |   | 86         |   |   | 171        |   |   | 171         |  
|Consulting
      fees                    |   | 300        |   |   | 600        |   |   | 1,350       |  
|General and administrative               |   | 3,211      |   |   | 6,491      |   |   | 10,961      |  
|Incorporation
      costs                |   | -          |   |   | -          |   |   | 1,320       |  
|Management fees                          |   | 8,400      |   |   | 16,800     |   |   | 28,000      |  
|Mineral property
      exploration costs |   | -          |   |   | 9,500      |   |   | 9,500       |  
|Professional fees                        |   | 13,751     |   |   | 21,609     |   |   | 23,981      |  
|Transfer
      and regulatory fees       |   | 3,051      |   |   | 3,051      |   |   | 3,051       |  
|                                         |   |            |   |   |            |   |   |             |  
|Net Loss For The Period                  | $ | (28,799    | ) | $ | (58,222    | ) | $ | (78,334     | )
|                                         |   |            |   |   |            |   |   |             |  
|                                         |   |            |   |   |            |   |   |             |  
|Basic And Diluted
      Loss Per Share   | $ | (0.00      | ) | $ | (0.00      | ) |   |             |  
|                                         |   |            |   |   |            |   |   |             |  
|Weighted Average Number Of Common        |   |            |   |   |            |   |   |             |  
|Shares Outstanding                       |   | 14,999,048 |   |   | 14,999,048 |   |   |             |  

Prior period comparative figures are not presented because the
  Company, incorporated on April 28, 2006, had no activity to May 31, 2006.

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

F-3

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PENGRAM CORPORATION(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS(Unaudited) 
  (Stated in U.S. Dollars)

|                                              |   |         |   |   |         |   |   | CUMULATIVE  |  
|--------------------------------------------- | - | ------- | - | - | ------- | - | - | ----------- | -
|                                              |   |         |   |   |         |   |   | PERIOD FROM |  
|                                              |   | THREE   |   |   | SIX     |   |   | INCEPTION   |  
|                                              |   | MONTHS  |   |   | MONTHS  |   |   | APRIL 28    |  
|                                              |   | ENDED   |   |   | ENDED   |   |   | 2006 TO     |  
|                                              |   | MAY 31  |   |   | MAY 31  |   |   | MAY 31      |  
|                                              |   | 2007    |   |   | 2007    |   |   | 2007        |  
|                                              |   |         |   |   |         |   |   |             |  
|Cash (Used In) Operating Activities           |   |         |   |   |         |   |   |             |  
|Net loss for the period                       | $ | (28,799 | ) | $ | (58,222 | ) | $ | (78,334     | )
|Adjustment
      for item not effecting cash: |   |         |   |   |         |   |   |             |  
|Amortization                                  |   | 86      |   |   | 171     |   |   | 171         |  
|                                              |   | (28,713 | ) |   | (58,051 | ) |   | (78,163     | )
|Changes in non-cash operating
      working   |   |         |   |   |         |   |   |             |  
|capital items:                                |   |         |   |   |         |   |   |             |  
|Prepaid expenses                              |   | -       |   |   | 5,000   |   |   | (2,800      | )
|Accounts payable and accrued liabilities      |   | 2,181   |   |   | 3,336   |   |   | 4,401       |  
|Amounts due to related party                  |   | -       |   |   | (185    | ) |   | -           |  
|                                              |   | (26,532 | ) |   | (49,900 | ) |   | (76,562     | )
|                                              |   |         |   |   |         |   |   |             |  
|Cash (Used In) Investing Activities           |   |         |   |   |         |   |   |             |  
|Mineral property acquisition
      costs      |   | -       |   |   | -       |   |   | (6,000      | )
|Purchase
      of computer equipment          |   | -       |   |   | (1,515  | ) |   | (1,515      | )
|                                              |   | -       |   |   | (1,515  | ) |   | (7,515      | )
|                                              |   |         |   |   |         |   |   |             |  
|Cash Provided By Financing Activity           |   |         |   |   |         |   |   |             |  
|Issuance
      of common stock                |   | -       |   |   | -       |   |   | 128,981     |  
|                                              |   |         |   |   |         |   |   |             |  
|Increase (Decrease) In Cash                   |   | (26,532 | ) |   | (51,415 | ) |   | 44,904      |  
|                                              |   |         |   |   |         |   |   |             |  
|Cash, Beginning Of Period                     |   | 71,436  |   |   | 96,319  |   |   | -           |  
|                                              |   |         |   |   |         |   |   |             |  
|Cash, End Of Period                           | $ | 44,904  |   | $ | 44,904  |   | $ | 44,904      |  
|                                              |   |         |   |   |         |   |   |             |  
|                                              |   |         |   |   |         |   |   |             |  
|Supplemental Disclosure Of Cash Flow          |   |         |   |   |         |   |   |             |  
|Information                                   |   |         |   |   |         |   |   |             |  
|Cash paid during the period
      for:        |   |         |   |   |         |   |   |             |  
|Interest                                      | $ | -       |   | $ | -       |   | $ | -           |  
|Income taxes                                  | $ | -       |   | $ | -       |   | $ | -           |  

Prior period comparative figures are not presented because the
  Company, incorporated on April 28, 2006, had no activity to May 31, 2006.

The accompanying notes are an integral part of these financial
  statements 
  F-4

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PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2007(Unaudited) 
  (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The unaudited financial information furnished herein
        reflects all adjustments which, in the opinion of management, are necessary
        to fairly state the Companys financial position and the results
        of its operations for the periods presented. These second quarter financial
        statements should be read in conjunction with the Companys financial
        statements and notes thereto included in the Companys Form SB-2.
        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 SB-2. The results of operations for
        the three month period ended May 31, 2007 are not necessarily indicative
        of results for the entire year ending November 30, 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Organization                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Pengram Corporation (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The Company has been in the exploration stage since
        its formation and has not yet realized any revenues from its planned operations.
        The Company was formed for the purpose of acquiring exploration and development
        stage natural resource properties. The Company has not commenced business
        operations. The Company is an exploration stage company as defined in
        the Securities and Exchange Commission (S.E.C.) Industry Guide
        No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | The accompanying financial statements have been prepared
        assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   | As shown in the accompanying financial statements, the
        Company has incurred a net loss of $78,334 for the period from April 28,
        2006 (inception) to May 31, 2007, and has no sales. 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.                                                                                                                                                                                                                                                                                          

F-5

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PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2007(Unaudited) 
  (Stated in U.S. Dollars)

|2. | SUMMARY OF 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 reasonable limits of materiality
        and within the framework of the significant accounting policies summarized
        below:                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-6

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PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2007(Unaudited) 
  (Stated in U.S. Dollars)

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

F-7

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PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

MAY 31, 2007(Unaudited) 
  (Stated in U.S. Dollars)

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

| |                    |   |       |  |   | ACCUMULATED  |  |   | NET BOOK | 
| | ------------------ | - | ----- |  | - | ------------ |  | - | -------- | 
| |                    |   | COST  |  |   | AMORTIZATION |  |   | VALUE    | 
| |                    |   |       |  |   |              |  |   |          | 
| | Computer Equipment | $ | 1,515 |  | $ | 171          |  | $ | 1,344    | 

|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) located in the Yellow
        Pine Mining District, Clark County, Nevada. The consideration was $6,000
        cash (paid) on execution of the agreement.
|   |                                                                                                                                                                                                                                                                                                                                                     
|5. | SHARE CAPITAL                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | On June 19, 2006, the Company issued 9,000,000 common
        shares to the Companys founder at a price of $0.001 per share.                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | Pursuant to a private placement, the Company issued
        5,999,048 common shares at a price of $0.02 per share.                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has no stock option plan, warrants or other
        dilutive securities.                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                     
|6. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | For the three and six month periods ended May 31, 2007,
        the Company paid management fees in the amount of $8,400 (2006 - $nil)
        and $16,800 (2006 - $nil)                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | These transactions were in the normal course of operations
        and were measured at the exchange amount, which represented the amount
        of consideration established and agreed to by the related parties.                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                     
|7. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has no significant commitments or contractual
        obligations with any parties respecting executive compensation, consulting
        arrangements or other matters. Rental of premises is on a month-to-month
        basis.                                                                                                        

F-8

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ITEM
2.               
MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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 "Management's Discussion
and Analysis or Plan of Operation" 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 principal offices are located at 1200 Dupont Street, Suite
2J, Bellingham, WA 98225. Our telephone number is (360) 255-3436.

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We acquired a 100% undivided interest in
a mineral claim known as the Spelter Claim comprised of a mineral claim block
totaling 20 acres located on the Yellow Pine Mining District, Clark County,
Nevada. We acquired our Spelter Claim pursuant to a purchase agreement dated
June 16, 2006 with Kimberly Sinclair. Our plan of operation is to conduct
mineral exploration activities on the Spelter Claim in order to assess whether
it possesses commercially extractable deposits of zinc, lead, galena or
vanadium. Phase I of our exploration program was completed in September, 2006.
Based on the results of Phase I of our exploration program, our geological
consultant recommended that Phase II be commenced. We intend to complete Phase
II of our recommended exploration program during the summer exploration season
of 2007.

We have not earned any revenues to date and 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.

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration
activities on the Spelter Claim in order to assess whether the claim possesses
mineral reserves capable of commercial extraction. Our exploration program is
designed to explore for commercially viable deposits of zinc, lead, galena or
vanadium mineralization. We have not, nor has any predecessor, identified any
commercially exploitable reserves of these minerals on our mineral claim.

Phase I Exploration Results

We received a report on the results of Phase I of our
exploration program from our geological consultant Laurence Sookochoff on
September 25, 2006. Phase I of our exploration program was completed in
September, 2006. The objective of the Phase I exploration program was to trench
and sample the known mineral zone to determine the geological controls and the
nature of the mineralization. In completing the recommended Phase I program on
the Spelter Claim, the main zone

3

---

of vanadium mineralization was not explored; however, zones of
indicated zinc mineralization located in the prospecting portion of the program
were either trenched and/or sampled.

Three trenches were established in locations of zinc
mineralization. The measurements of Trench I and Trench II are 15 feet long by
three feet wide and two feet deep, and 20 feet long by three feet wide and two
feet deep, respectively. The third trench, Trench III, located near the
central-east boundary of the Spelter Claim measured 20 feet long by three feet
wide and two feet deep. Three grab samples, one from each of the three trenches,
and three other grab samples from zones of indicated mineralization were taken
and submitted for assay at the Assayers Canada laboratory in Vancouver, Canada.
The samples were analyzed by an assay for zinc with the following results:

Sample No.
      Description
      Assay ResultsSpelter 1
      Quartz breccia; white to light brownSpelter 2
      Limestone: light brown breccia
      1.04% ZnSpelter 3
      Limestone: fine-grained
      3.04% ZnSpelter 4
      Conglomerate; light brown, yellow tinge
      22.0% ZnSpelter 5
      Limestone: whitish-brown, some quartz
      18.8% ZnSpelter 6
      Limestone: brecciated, some quartz
      29.8% Zn


Based on the results of Phase I of our exploration program, our
geological consultant recommended that Phase II be commenced. The second phase
consists of VLF-EM and soil geochemical surveys, sampling and geological mapping
of the veins within anomalous zones, which is intended to define the structural
trend to the extensions of the known mineral zones. We intend to complete Phase
II of our recommended exploration program during the summer exploration season
of 2007. As of May 31, 2007, we have expended $9,500 in connection with the
preparation of the geological report and the exploration of our mineral claim.

Our cash on hand as of May 31, 2007 is $44,904. We have
sufficient cash on hand to pay the costs of Phases II and III of our proposed
exploration program. However, we will require additional financing in order to
proceed with any additional work beyond Phase III of our exploration program. We
presently do not have any arrangements for additional financing for exploration
work beyond Phase III of our exploration program, and no potential lines of
credit or sources of financing are currently available for the purpose of
proceeding with exploration work beyond Phase III of our exploration program.

A decision on proceeding beyond the planned Phase II
exploration will be made by assessing whether the results of Phase II are
sufficiently positive. The decision whether or not to proceed will be based on
the recommendations of our geological consultant Mr. Sookochoff. During the
exploration stage of our business, our President will be devoting approximately
30% of his time to our business. We do not foresee this limited involvement
negatively impacting our company over the next twelve months as all exploratory
work has been, and will continue to be, performed by outside consultants.
Additionally, we will not have a need to hire any employees over the next twelve
months, nor do we plan to make any purchases of equipment over the next twelve
months.

We anticipate that we will incur the following expenses over
the next twelve months:

Category
      Planned Expenditures Over The Next 12 Months
        (US$)Legal and Accounting Fees
    $15,000Office Expenses
    $4,000Consulting Fees
    $33,600Mineral Property Exploration Expenses
    $9,500TOTAL
    $62,100


4

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RESULTS OF OPERATIONS

Second Quarter and Six Months Summary

|                  |                    |                  | Period from         
|----------------- | ------------------ | ---------------- | --------------------
|                  |                    |                  | Inception (April 28,
|                  | Three Months Ended | Six Months Ended | 2006) to            
|                  | May 31, 2007       | May 31, 2007     | May 31, 2007        
|Revenue           | $-                 | $-               | $-                  
|                  |                    |                  |                     
|Expenses          | (28,799)           | (58,222)         | (78,334)            
|                  |                    |                  |                     
|Net Income (Loss) | $(28,799)          | $(58,222)        | $(78,334)           

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.

Operating Expenses

Our operating expenses for the three and six months ended May
31, 2007 and 2006, and the period from inception to May 31, 2007 consisted of
the following:

|                                   |                    |                  | Period from Inception
|---------------------------------- | ------------------ | ---------------- | ---------------------
|                                   | Three Months Ended | Six Months Ended | (April 28, 2006) to  
|                                   | May 31, 2007       | May 31, 2007     | May 31, 2007         
|Amortization                       | $86                | $171             | $171                 
|Consulting Fees                    | 300                | 600              | 1,350                
|General and Administrative         | 3,211              | 6,491            | 10,961               
|Management Fees                    | 8,400              | 16,800           | 28,000               
|Mineral Property Exploration Costs | -                  | 9,500            | 9,500                
|Professional Fees                  | 13,751             | 21,609           | 23,981               
|Regulatory fees                    | 3,051              | 3,051            | 3,051                
|Incorporation Costs                | -                  | -                | 1,320                
|Total Operating Expenses           | $28,799            | $58,222          | $78,334              

We did not incur any mineral property acquisition or exploration
  costs during the six month period ended May 31, 2007. We expect to complete
  Phase II of our exploration program during the summer of 2007 at a cost of approximately
  $9,500. Accounting and legal fees during the period ended May 31, 2007 relate
  primarily to expenses incurred in connection with filing our Registration Statement
  on Form SB-2 with the SEC. For the three and six month periods ended May 31,
  2007, the Company paid management fees to its sole officer and director in the
  amount of $8,400 and $16,800, respectively.

5

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We anticipate our operating expenses will increase as we
undertake our exploration program for the Spelter Claim and as a result of our
ongoing reporting requirements under the Exchange Act.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital     |                 |                      |                      
|------------------- | --------------- | -------------------- | ---------------------
|                    |                 |                      | Percentage           
|                    | At May 31, 2007 | At November 30, 2006 | Increase / (Decrease)
|Current Assets      | $47,704         | $104,119             | (54.2%)              
|Current Liabilities | (4,401)         | (1,250)              | 252.1%               
|Working Capital     | $43,303         | $102,869             | (57.9%)              

|Cash Flows                                      |                  |                      
|----------------------------------------------- | ---------------- | ---------------------
|                                                | Six Months Ended | Period from Inception
|                                                | May 31, 2007     | (April 28, 2006) to  
|                                                |                  | May 31, 2007         
|Cash Flows (Used In)
      Operating Activities | $(49,900)        | $(76,562)            
|Cash Flows (Used in) Investing Activities       | (1,515)          | (7,515)              
|Cash Flows From Financing
      Activities      | -                | 128,981              
|Net Increase (Decrease) In Cash During Period   | $(51,415)        | $44,904              

Prior period comparative figures are not presented because the
Company, incorporated on April 28, 2006, had no activity to May 31, 2006.

As of May 31, 2007, our cash on hand was $44,904. Since our
inception, we have used our common stock to raise money for our operations and
for our property acquisitions. We have not attained profitable operations and
are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the period ended November 30, 2006, that there is substantial
doubt that we will be able to continue as a going concern.

Future Financings

As at May 31, 2007, we had cash in the amount of $44,904. Our
current operating funds are not sufficient to complete all phases of our
proposed exploration program and will be insufficient to complete the full
exploration of the mineral claim and begin mining efforts should the mineral
claim prove commercially viable. Therefore, we will need to obtain additional
financing in order to complete our full business plan. We also require
additional financing to sustain our business operations if we are not successful
in earning revenues. We currently do not have any arrangements for financing and
we may not be able to obtain financing when required. Obtaining additional
financing would be subject to a number of factors, including the market prices
for metals. These factors may make the timing, amount, terms or conditions of
additional financing unavailable to us.

We do not anticipate earning revenue in the foreseeable future,
and we do not expect sufficient debt financing to be available to us at this
stage of our development. As such, we expect that we will need to rely on equity
financings in order to fund our future operations. Issuances of additional
shares of our capital stock will result in the dilution of the interests of our
existing stockholders. There is no assurance that we will be able to obtain
sufficient financing if and when required.

6

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OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our audited financial statements for the period from
inception on April 28, 2006 to November 30, 2006 included in our Registration
Statement on Form SB-2 filed with the SEC on April 24, 2007.

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.

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.

Mineral Property Interests

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

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

RISKS AND UNCERTAINTIES

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

Our current operating funds are sufficient to meet the
anticipated costs of Phases II and III of our exploration program on the Spelter
Claim. However, our existing funds may be insufficient if the actual costs of
our exploration program significantly exceed our estimates or if we decide to
proceed beyond Phase III of our exploration program or if we decide to begin
mining efforts in the event that it is determined that our property contains
mineral reserves. Therefore, we will need to obtain additional

7

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financing in order to complete our full business plan. As of
  May 31, 2007, we had cash on hand in the amount of $44,904. We have not earned
  any revenues from our mineral exploration since our inception. Our plan of operation
  calls for significant expenses in connection with the exploration of our Spelter
  Claim. We currently do not have any arrangements for financing and we may not
  be able to obtain financing when required. Obtaining additional financing would
  be subject to a number of factors outside of our control, including the results
  from our exploration program, and any unanticipated problems relating to our
  mineral exploration activities, including environmental assessments and additional
  costs and expenses that may exceed our current estimates. These factors may
  make the timing, amount, terms or conditions of additional financing unavailable
  to us in which case our business will fail.

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

We have a cumulative net loss of $78,334 for the period from
our inception on April 28, 2006 to May 31, 2007, and have no revenues to date.
Our future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claim. These factors
raise substantial doubt that we will be able to continue as a going concern.
Telford Sadovnick, P.L.L.C., Certified Public Accountants, our independent
auditors, have expressed substantial doubt about our ability to continue as a
going concern given our accumulated losses. This opinion could materially limit
our ability to raise additional funds by issuing new debt or equity securities
or otherwise. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result we may have to liquidate our business
and investors may lose their investment. Investors should consider our auditor's
comments when determining if an investment in Pengram is suitable.

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

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. Our Spelter Claim does not contain a
known body of commercial ore and, therefore, any program conducted on the
Spelter Claim would be an exploratory search of ore. There is no certainty that
any expenditures made in the exploration of the Spelter Claim will result in
discoveries of commercial quantities of ore. Most exploration projects do not
result in the discovery of commercially mineable deposits of ore. Problems such
as unusual or unexpected formations and other conditions are involved in mineral
exploration and often result in unsuccessful exploration efforts. If the results
of Phase II of our exploration program do not reveal viable commercial
mineralization, we may decide to abandon our claim and acquire new claims for
new exploration. The acquisition of additional claims will be dependent upon our
possessing capital resources at the time in order to purchase such claims. If no
funding is available, we may be forced to abandon our operations.

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 zinc, lead, galena or vanadium, 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
investors will lose their investment. Mineral exploration, particularly for
zinc, lead, galena or vanadium, is highly speculative. It involves many risks
and is often non-productive. Even if we are

8

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able to find mineral reserves on our property our production
capability is subject to further risks including:

| | (i)   | 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;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Availability and costs of financing;                                                                                                                                                                                         
| | (iii) | Ongoing costs of production; and                                                                                                                                                                                             
| | (iv)  | 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 the Spelter Claim, and such other
factors as government regulations, including regulations relating to allowable
production, importing and exporting of minerals, and environmental
protection.

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
zinc, lead, galena or vanadium and other precious metal prospects and in
connection with the recruitment and retention of qualified personnel. There is
significant competition for the limited number of zinc, lead, galena, vanadium
or other 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 of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time we have no coverage to
insure against these hazards. The payment of such liabilities may result in our
inability to complete our planned exploration program and/or obtain additional
financing to fund our exploration program.

As we undertake exploration of our mineral claim, we will be
subject to compliance with government regulation that may increase the
anticipated cost of our exploration program.

There are several governmental regulations that materially
restrict mineral exploration. We are subject to the laws of the State of Nevada
as we carry out our exploration program. We may be required to obtain work
permits, post bonds and perform remediation work for any physical disturbance to
the land in order to comply with these laws. If we enter the production phase,
the cost of complying with permit and regulatory environment laws will be
greater because the impact on the project area is greater. Permits and
regulations will control all aspects of the production program if the project
continues to that stage. Examples of regulatory requirements include:

| | (i)   | Water discharge will have to meet drinking water
      standards;                                              
| | ----- | ---------------------------------------------------------------------------------------------------------------
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                        
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;          
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                   

9

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| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

Our annual cost of compliance with the Bureau of Land
Management in the State of Nevada is presently approximately $125 per year.
There is a risk that new regulations could increase our costs of doing business
and prevent us from carrying out our exploration program. We will also have to
sustain the cost of reclamation and environmental remediation for all
exploration work undertaken. Both reclamation and environmental remediation
refer to putting disturbed ground back as close to its original state as
possible. Other potential pollution or damage must be cleaned-up and renewed
along standard guidelines outlined in the usual permits. Reclamation is the
process of bringing the land back to its natural state after completion of
exploration activities. Environmental remediation refers to the physical
activity of taking steps to remediate, or remedy, any environmental damage
caused. The amount of these costs is not known at this time as we do not know
the extent of the exploration program that will be undertaken beyond completion
of the recommended work program. If remediation costs exceed our cash reserves
we may be unable to complete our exploration program and have to abandon our
operations.

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

Bernie J. Hoing, our sole executive officer and sole director,
does not have any formal training as a geologist and only limited training in
the technical aspects of managing a mineral exploration company. With very
limited direct training or experience in these areas, our management may not be
fully aware of the specific requirements related to working within this
industry. Our management's decisions and choices may not take into account
standard engineering or managerial approaches mineral exploration companies
commonly use. Consequently, 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 metals
such as zinc, lead, galena, vanadium 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 completed an offering of 5,999,048 shares of our common
stock at a price of $0.02 per share to investors on September 30, 2006. 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

10

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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, your percentage interest in us will be diluted. The result of
this could reduce the value of investors stock.

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.

11

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ITEM
3.               
CONTROLS AND PROCEDURES.

Under the supervision and with the participation of our
management, including the Chief Executive Officer and Chief Financial Officer,
we have evaluated the effectiveness of our disclosure controls and procedures as
required by Exchange Act Rule 13a-15(b) as of the end of the period covered by
this report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer has concluded that these disclosure controls and procedures
are effective.

There were no changes in our internal control over financial
reporting during the quarter ended May 31, 2007 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

12

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PART II - OTHER INFORMATION

ITEM
1.               
LEGAL PROCEEDINGS.

None.

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

During the three months ended May 31, 2007 we did not sell any
  equity securities that were not registered under the Securities Act of 1933.

We registered the resale of 5,999,048 shares of our common stock
  (the “Shares”) offered by our selling stockholders at a price of
  $0.04 per share pursuant to a Registration Statement on Form SB-2 under the
  Securities Act of 1933 (the “Offering”). The SEC declared our Registration
  Statement on Form SB-2 (File No. 333-142313), effective at 2:00 p.m. (EST) on
  May 4, 2007 (the “Effective Date”). We did not sell any shares of
  our common stock in the Offering and therefore will not receive any proceeds
  from the Offering.

ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.               
OTHER INFORMATION.

Our shares of common stock commenced trading on the
Over-The-Counter Bulletin Board on July 10, 2007 under the symbol PGRM.

ITEM
6.               
EXHIBITS.

|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                   
|3.1     | Articles of
        Incorporation.(1)                                                                                                                     
|3.2     | Bylaws, as amended.(1)                                                                                                                                    
|4.1     | Specimen Stock
        Certificate.(1)                                                                                                                    
|10.1    | Purchase Agreement dated June
        16, 2006 between Kimberly Sinclair and Pengram.(1)                                                                  
|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.

|(1) | Previously filed as an exhibit to our Registration
      Statement on Form SB-2 filed on April 24, 2007.
|--- | --------------------------------------------------------------------------------------------------------

13

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SIGNATURES

In accordance with the requirements of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|      |                     |  |     | PENGRAM CORPORATION                                   
|----- | ------------------- |  | --- | ------------------------------------------------------
|      |                     |  |     |                                                       
|      |                     |  |     |                                                       
|      |                     |  |     |                                                       
|Date: | July
      16, 2007 |  | By: | /s/
      Bernie J. Hoing                             
|      |                     |  |     | BERNIE J. HOING                                       
|      |                     |  |     | Chief Executive Officer, Chief Financial
      Officer
|      |                     |  |     | President, Secretary and Treasurer                    
|      |                     |  |     | (Principal Executive Officer                          
|      |                     |  |     | and Principal Accounting Officer)                     

---