---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended August 31, 2008

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

For the transition period from ________ to ________

COMMISSION FILE NUMBER000-52626

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

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

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

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

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

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

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

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

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest practicable date: As of
October 14, 2008, the Issuer had 15,999,048 Shares of Common Stock
outstanding.

---

PART I - FINANCIAL INFORMATION

|ITEM 1. | FINANCIAL STATEMENTS.
|------- | ---------------------

The accompanying unaudited financial statements have been
prepared in accordance with the instructions to Form 10-Q and Rule 8-03 of
Regulation S-X, and, therefore, do not include all information and footnotes
necessary for a complete presentation of financial position, results of
operations, cash flows, and stockholders' equity in conformity with generally
accepted accounting principles. In the opinion of management, all adjustments
considered necessary for a fair presentation of the results of operations and
financial position have been included and all such adjustments are of a normal
recurring nature. Operating results for the nine months ended August 31, 2008
are not necessarily indicative of the results that can be expected for the year
ending November 30, 2008.

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

---











PENGRAM CORPORATION(An
    Exploration Stage Company)

THIRD QUARTER FINANCIAL STATEMENTS

AUGUST 31, 2008(Unaudited) 
    (Stated in U.S.
    Dollars)

---

PENGRAM CORPORATION(An
    Exploration Stage Company)

BALANCE SHEETS(Stated in U.S.
    Dollars)

|                                                                 |   | AUGUST 31   |   |   | NOVEMBER 30 |  
|---------------------------------------------------------------- | - | ----------- | - | - | ----------- | -
|                                                                 |   | 2008        |   |   | 2007        |  
|                                                                 |   | (unaudited) |   |   |             |  
|                                                                 |   |             |   |   |             |  
|ASSETS                                                           |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Current                                                          |   |             |   |   |             |  
|Cash                                                             | $ | 47,933      |   | $ | 3,766       |  
|Deposits                                                         |   | -           |   |   | 375         |  
|Total Current Assets                                             |   | 47,933      |   |   | 4,141       |  
|                                                                 |   |             |   |   |             |  
|Computer Equipment, net of depreciation(Note 3)                  |   | 884         |   |   | 1,263       |  
|                                                                 |   |             |   |   |             |  
|Advances(Note 8)                                                 |   | 35,000      |   |   | -           |  
|                                                                 |   |             |   |   |             |  
|Mineral Property Acquisition Costs(Note 4)                       |   | -           |   |   | 6,000       |  
|                                                                 |   |             |   |   |             |  
|Total Assets                                                     | $ | 83,817      |   | $ | 11,404      |  
|                                                                 |   |             |   |   |             |  
|LIABILITIES                                                      |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Current                                                          |   |             |   |   |             |  
|Accounts
      payable and accrued liabilities                   | $ | 26,085      |   | $ | 10,919      |  
|Loan payable to related
      party (Note 5)                     |   | 21,403      |   |   | -           |  
|Amount
      due to shareholder                                  |   | 1,000       |   |   | -           |  
|Unit subscriptions
      received                                |   | 10,000      |   |   | -           |  
|Total Current Liabilities                                        |   | 58,488      |   |   | 10,919      |  
|                                                                 |   |             |   |   |             |  
|STOCKHOLDERS EQUITY (DEFICIENCY)                                |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Capital Stock(Note 6)                                            |   |             |   |   |             |  
|Authorized:                                                      |   |             |   |   |             |  
|100,000,000 preferred stock with a par value of
      $0.001 per |   |             |   |   |             |  
|share                                                            |   |             |   |   |             |  
|100,000,000 common voting stock with a par
      value of $0.001 |   |             |   |   |             |  
|per share                                                        |   |             |   |   |             |  
|                                                                 |   |             |   |   |             |  
|Issued:                                                          |   |             |   |   |             |  
|14,999,048 common shares as at
      August 31, 2008 and         |   |             |   |   |             |  
|November 30, 2007                                                |   | 14,999      |   |   | 14,999      |  
|                                                                 |   |             |   |   |             |  
|Additional Paid-In Capital                                       |   | 113,982     |   |   | 113,982     |  
|Common Stock Issuable                                            |   | 44,300      |   |   | -           |  
|Share Purchase Warrants Issuable                                 |   | 35,700      |   |   | -           |  
|Accumulated Deficit During The
      Exploration Stage           |   | (183,652    | ) |   | (128,496    | )
|**Total Stockholders' Equity**                                   |   | 25,329      |   |   | 485         |  
|                                                                 |   |             |   |   |             |  
|Total
      Liabilities And Stockholders Equity                 | $ | 83,817      |   | $ | 11,404      |  

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

---

PENGRAM CORPORATION(An
    Exploration Stage Company)

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

CUMULATIVEFOR THE
      
      
      FOR THE
      
      
      PERIOD FROMTHREE
      
      
      NINE
      
      
      INCEPTIONMONTHS
      
      
      MONTHS
      
      
      APRIL 28ENDED
      
      
      ENDED
      
      
      2006 TOAUGUST 31
      
      
      AUGUST 31
      
      
      AUGUST 312008
      
      
      2007
      
      
      2008
      
      
      2007
      
      
      2008Revenue
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -
      
      $
      -ExpensesDepreciation expense
      
      126
      
      
      85
      
      
      379
      
      
      256
      
      
      632Consulting
        fees
      
      -
      
      
      300
      
      
      400
      
      
      900
      
      
      2,350Office and administrative
      
      1,935
      
      
      4,103
      
      
      5,148
      
      
      10,594
      
      
      21,062Incorporation
        costs
      
      -
      
      
      -
      
      
      -
      
      
      -
      
      
      1,320Management fees
      
      -
      
      
      8,400
      
      
      2,800
      
      
      25,200
      
      
      47,600Mineral
        propertyexploration
        costs
      
      -
      
      
      -
      
      
      -
      
      
      9,500
      
      
      9,500Professional
        fees
      
      6,612
      
      
      14,674
      
      
      37,307
      
      
      36,283
      
      
      86,612Filing and regulatory
      
      995
      
      
      997
      
      
      3,122
      
      
      4,048
      
      
      8,576Write-off
        of mineralproperty
        costs
      
      6,000
      
      
      -
      
      
      6,000
      
      
      -
      
      
      6,000Net Loss For The Period
      $
      (15,668
      )
      $
      (28,559
      )
      $
      (55,156
      )
      $
      (86,781
      )
      $
      (183,652
      )Basic And Diluted Loss PerShare
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )
      $
      (0.00
      )Weighted Average NumberOf Common SharesOutstanding
      
      14,999,048
      
      
      14,999,048
      
      
      14,999,048
      
      
      14,999,048


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

---

PENGRAM CORPORATION(An
    Exploration Stage Company)

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

|                                              |   |                    |   |   |           |   |   | CUMULATIVE  |  
|--------------------------------------------- | - | ------------------ | - | - | --------- | - | - | ----------- | -
|                                              |   |                    |   |   |           |   |   | PERIOD FROM |  
|                                              |   |                    |   |   |           |   |   | INCEPTION   |  
|                                              |   | FOR THE NINE       |   |   | APRIL 28  |  
|                                              |   | MONTH PERIOD ENDED |   |   | 2006 TO   |  
|                                              |   | AUGUST 31          |   |   | AUGUST 31 |  
|                                              |   | 2008               |   |   | 2007      |   |   | 2008        |  
|                                              |   |                    |   |   |           |   |   |             |  
|Cash (Used In) Operating Activities           |   |                    |   |   |           |   |   |             |  
|Net loss for the period                       | $ | (55,156            | ) | $ | (86,781   | ) | $ | (183,652    | )
|Adjustment
      for item not effecting cash: |   |                    |   |   |           |   |   |             |  
|Depreciation                                  |   | 379                |   |   | 256       |   |   | 632         |  
|Interest on loan payable                      |   | 1,403              |   |   | -         |   |   | 1,403       |  
|Write-off of mineral property costs           |   | 6,000              |   |   | -         |   |   | 6,000       |  
|                                              |   | (47,374            | ) |   | (86,525   | ) |   | (175,617    | )
|Changes in non-cash operating
      working   |   |                    |   |   |           |   |   |             |  
|capital items:                                |   |                    |   |   |           |   |   |             |  
|Deposits                                      |   | 375                |   |   | -         |   |   | -           |  
|Prepaid expenses                              |   | -                  |   |   | 7,800     |   |   | -           |  
|Accounts payable and accrued liabilities      |   | 15,166             |   |   | 4,285     |   |   | 26,085      |  
|Amounts due to related party                  |   | -                  |   |   | (185      | ) |   | -           |  
|                                              |   | (31,833            | ) |   | (74,625   | ) |   | (149,532    | )
|Cash (Used In) Investing Activities           |   |                    |   |   |           |   |   |             |  
|Advances                                      |   | (35,000            | ) |   | -         |   |   | (35,000     | )
|Mineral property
      acquisition costs      |   | -                  |   |   | -         |   |   | (6,000      | )
|Purchase of computer equipment                |   | -                  |   |   | (1,515    | ) |   | (1,516      | )
|                                              |   | (35,000            | ) |   | (1,515    | ) |   | (42,516     | )
|Cash Provided By Financing Activities         |   |                    |   |   |           |   |   |             |  
|Common stock
      issuable                   |   | 80,000             |   |   | -         |   |   | 80,000      |  
|Unit subscriptions received                   |   | 10,000             |   |   | -         |   |   | 10,000      |  
|Issuance
      of common stock                |   | -                  |   |   | -         |   |   | 128,981     |  
|Loan payable to related party                 |   | 20,000             |   |   | -         |   |   | 20,000      |  
|Amount due
      to shareholder               |   | 1,000              |   |   | -         |   |   | 1,000       |  
|                                              |   | 111,000            |   |   | -         |   |   | 239,981     |  
|                                              |   |                    |   |   |           |   |   |             |  
|Increase (Decrease) In Cash                   |   | 44,167             |   |   | (76,140   | ) |   | 47,933      |  
|                                              |   |                    |   |   |           |   |   |             |  
|Cash, Beginning Of Period                     |   | 3,766              |   |   | 96,319    |   |   | -           |  
|                                              |   |                    |   |   |           |   |   |             |  
|Cash, End Of Period                           | $ | 47,933             |   | $ | 20,179    |   | $ | 47,933      |  
|                                              |   |                    |   |   |           |   |   |             |  
|Supplemental Disclosure Of Cash Flow          |   |                    |   |   |           |   |   |             |  
|Information                                   |   |                    |   |   |           |   |   |             |  
|Cash paid during the period
      for:        |   |                    |   |   |           |   |   |             |  
|Interest                                      | $ | -                  |   | $ | -         |   | $ | -           |  
|Income taxes                                  | $ | -                  |   | $ | -         |   | $ | -           |  

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

---

PENGRAM CORPORATION(An
    Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

AUGUST 31,
  2008(Unaudited) 
    (Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF
      OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The unaudited financial information furnished herein
      reflects all adjustments, all of which are of a normal recurring nature,
      which in the opinion of management are necessary to fairly state the
      Companys interim financial position and the results of its operations for
      the periods presented. This report on Form 10-QSB should be read in
      conjunction with the Companys financial statements and notes thereto
      included in the Companys Form 10-KSB for the fiscal year ended November
      30, 2007. The Company assumes that the users of the interim financial
      information herein have read or have access to the audited financial
      statements for the preceding fiscal year and that the adequacy of
      additional disclosure needed for a fair presentation may be determined in
      that context. Accordingly, footnote disclosure, which would substantially
      duplicate the disclosure contained in the Companys Form 10-KSB for the
      fiscal year ended November 30, 2007, has been omitted. The results of
      operations for the nine month period ended August 31, 2008 are not
      necessarily indicative of results for the entire fiscal year ending
      November 30, 2008.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | 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. The Companys year
      end is November 30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Exploration Stage Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The Company has been in the exploration stage since its
      formation and has not yet realized any revenues from its planned
      operations. The Company was formed for the purpose of acquiring
      exploration and development stage natural resource properties. The Company
      has not commenced business operations. The Company is an exploration stage
      company as defined in the Securities and Exchange Commission (S.E.C.)
      Industry Guide No. 7.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | Going Concern                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | The accompanying financial statements have been prepared
      assuming the Company will continue as a going concern.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   | As shown in the accompanying financial statements, the
      Company has incurred a net loss of $183,652 for the period from April 28,
      2006 (inception) to August 31, 2008, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                     

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2008(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)                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2008(Unaudited) 
    (Stated in U.S. Dollars)

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2008(Unaudited) 
    (Stated in U.S. Dollars)

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2008(Unaudited) 
    (Stated in U.S. Dollars)

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

| |                    |   | AUGUST 31 |  |   | NOVEMBER 30  | 
| | ------------------ | - | --------- |  | - | ------------ | 
| |                    |   | 2008      |  |   | 2007         | 
| |                    |   |           |  |   | ACCUMULATED  | 
| |                    |   | COST      |  |   | AMORTIZATION | 
| |                    |   |           |  |   |              | 
| | Computer Equipment | $ | 1,516     |  | $ | 632          | 

|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.
|   |                                                                                                                                                                                                                                                                                                                                             
|   | During the period ended August 31, 2008, the Company
      abandoned and wrote off all costs incurred with respect to the Spelter
      property.                                                                                                                                                                                           

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2008(Unaudited) 
    (Stated in U.S. Dollars)

|5. | LOAN PAYABLE TO RELATED PARTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On December 19, 2007, the Company entered into a promissory note whereby they borrowed $20,000. The note is unsecured, is repayable on demand and bears interest at 10% per annum, payable annually. As at August 31, 2008, a
      total of $1,403 has been accrued as interest payable on the loan. During the period ended August 31, 2008, the owner of the company holding the promissory note became an officer and director of the Company.                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the period ended August 31, 2008, the Company received $80,000 towards an offering of 1,000,000 units at a price of $0.08 per unit. Each unit will be comprised of one share of the Companys common stock and one
      share purchase warrant. Each warrant will entitle the subscriber to purchase one share of the Companys common stock for a period expiring two years from the date of issue at an exercise price of $0.10 per share.                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the period ended August 31, 2008, the Company received $10,000 towards an offering of up to 200 units at a price of $2,500 per unit. Each unit will be comprised on one $2,500, 10% convertible note and 10,000
      share purchase. The convertible notes will be due on October 31, 2010, will bear interest at 10% per annum payable annually and may be converted into such number of shares of the Companys common stock as shall be equal to the principal amount
      of the convertible note to be converted divided by $0.20. Each warrant will entitle the subscriber to purchase one share of the Companys common stock for a period expiring two years from the date of issue at an exercise price of $0.25
      per share.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | During the period ended August 31, 2008, the Company did not issue any common stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company has no stock option plan, share purchase warrants or other dilutive securities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        

---

PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2008(Unaudited) 
    (Stated in U.S. Dollars)

|7.  | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | During the period ended August 31, 2008, the Company paid
      management fees for services performed in the amount of $2,800 (2007 -
      $25,200) to a former director.                                                                                                                                                                                                                               
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | As at August 31, 2008, there were no amounts owing to
      related parties (2007 - $Nil) other than as stated in note 5.                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|8.  | ADVANCES                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company entered into a letter of intent dated August
      6, 2008 with Magellan Copper and Gold PLC (Magellan) to acquire 100% of
      the issued and outstanding shares of Magellan Resources PTE Ltd. and St.
      Anthony Resources PTE Ltd. (Magellan Subsidiaries). Consideration for
      the transaction will consist of the following:                                                
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | •                                                                                                                                                                                                                                                                                                                                                                                                         
|    | •                                                                                                                                                                                                                                                                                                                                                                                                         
|    | •                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | Pending the closing of the transaction the Company will
      advance $35,000 per month to Magellan for payment of expenses related to
      the mineral properties held by Magellan Subsidiaries. During the period
      ended August 31, 2008, the Company advanced $35,000 to Magellan, all of
      which is refundable should the transaction fail to close.                                        
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|9.  | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | The Company has no significant commitments or contractual
      obligations with any parties respecting executive compensation, consulting
      arrangements or other matters. Rental of premises is on a month-to-month
      basis.                                                                                                                                                                    
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|10. | SUBSEQUENT EVENT                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                           
|    | On September 4, 2008, the Company issued 1,000,000 units
      for proceeds of $80,000. Each unit is comprised of one share of the
      Companys common stock and one share purchase warrant. Each warrant
      entitles the subscriber to purchase one share of the Companys common
      stock for a period expiring two years from the date of issue at an
      exercise price of $0.10 per share.

---

|ITEM 2. | MANAGEMENT'S DISCUSSION AND ANALYSIS OF
      FINANCIAL CONDITION AND RESULTS 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 "Part II  Item 1A. Risk
Factors and elsewhere in this Quarterly Report. We advise you to carefully
review the reports and documents we file from time to time with the United
States Securities and Exchange Commission (the SEC), particularly our periodic
reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the
Exchange Act).

OVERVIEW

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

We are engaged in the exploration and development of mineral
properties. Until recently, we owned a 100% interest in a mineral claim known as
the Spelter Claim located in Yellow Pine Mining District, Clark County, Nevada.
On September 1, 2008, we allowed our interest in the Spelter Claim to lapse in
order to focus our resources on completing the proposed acquisition of the
Magellan Singapore Subsidiaries, as described below.

On August 6, 2008, we entered into a letter of intent with
Magellan Copper and Gold plc (Magellan) which outlines the terms to which we
intend to acquire Magellan Resources PTE Ltd. and St. Anthony Resources PTE Ltd.
(collectively the Magellan Singapore Subsidiaries) from Magellan. The terms of
the proposed formal agreement are as follows:

|1. | We intend to acquire 100% of the issued and outstanding
      shares of the Magellan Singapore Subsidiaries in consideration of the
      following:                                                                                                                                
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                     
|   | a)                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                     
|   | b)                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                     
|   | c)                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                     
|2. | Closing will take place no later than October 31, 2008.
      Pending closing, we will advance $35,000 per month to Magellan Metals Inc.
      for payment of expenses related directly to the mineral properties. As of
      August 31, 2008, we had advanced $35,000 to
Magellan.

3

---

|3. | Closing will be subject to the following:
|-- | -----------------------------------------
|   |                                          
|   | a)                                       
|   |                                          
|   | b)                                       
|   |                                          
|   | c)                                       

We intend to direct our efforts and resources on completing a
definitive agreement with Magellan. There is no assurance that the proposed
transaction will be completed as planned or if at all.

RECENT CORPORATE DEVELOPMENTS

The following corporate developments have occurred since the
end of our fiscal quarter May 31, 2008:

|1. | On August 6, 2008, we entered into a Letter of Intent
      with Magellan. See Overview above.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | On August 27, 2008, we completed a private placement of
      1,000,000 units at a price of $0.08 per unit for total proceeds of
      $80,000. Each unit is comprised of one share of our common stock and one
      share purchase warrant. Each share purchase warrant entitles the holder to
      purchase one additional share of our common stock at a price of $0.10 per
      share for a period ending August 26, 2010. This private placement was
      completed pursuant to the provisions of Regulation S promulgated under the
      Securities Act of 1933, as amended (the Securities Act). We did not
      engage in a distribution of this offering in the United States. The
      investors represented that they were not U.S. Persons as defined in
      Regulation S, and have provided representations indicating that they were
      acquiring our securities for investment purposes only and not with a view
      towards distribution.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|3. | On August 27, 2008, our Board of Directors approved a
      private placement offering of up to 200 units (the Units) at a price of
      $2,500 per Unit. Each Unit is comprised of one $2,500, 10% convertible
      note (each a Note) and 10,000 share purchase warrants (each a
      Warrant). Each Note is due on October 31, 2010 and is convertible into
      shares of our common stock at a price of $0.20 per share. Each Warrant
      shall entitle the holder to purchase one (1) share of our common stock at
      a price of $0.25 per share for a one year period from the date of issue.
      The private placement offering of Units will be made to investors who are
      not U.S. Persons as defined in Regulation S.                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | We may pay a commission or finders fee of up to 10% of
      the offering proceeds to duly licensed brokers or investment dealers who
      introduce purchasers or to other person where permitted by law. The
      proceeds of the offering will be used to fund our proposed acquisition of
      the Magellan Singapore Subsidiaries and for working capital purposes.
      There is no assurance that the offering will be completed on the above
      terms or at all.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

4

---

PLAN OF OPERATION

Our plan of operation is to complete the proposed acquisition
of the Magellan Singapore Subsidiaries by October 31, 2008. As of August 31,
2008, we had advanced $35,000 to Magellan in accordance with the letter of
intent. There is no assurance that we will be able to complete the proposed
acquisition with Magellan as planned or if at all.

Until recently, our plan of operation was to conduct mineral
exploration activities on the Spelter Claim. However, we allowed our interest in
the Spelter Claim to lapse in order to focus our resources on completing the
proposed acquisition of the Magellan Singapore Subsidiaries. As a result, we are
unable to provide an estimate of our exact financial needs for the next twelve
months.

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

|                  |   | Third Quarter Ended August 31 |   |   | Nine Months Ended August 31 |  
|----------------- | - | ----------------------------- | - | - | --------------------------- | -
|                  |   |                               |   |   |                             |  
|                  |   |                               |   |   |                             |  
|                  |   | 2008                          |   |   | 2007                        |  
|Revenue           | $ | Nil                           |   | $ | Nil                         |  
|                  |   |                               |   |   |                             |  
|Expenses          |   | (15,668                       | ) |   | (28,559                     | )
|                  |   |                               |   |   |                             |  
|Net Income (Loss) | $ | (15,668                       | ) | $ | (28,559                     | )

Revenue

We have not earned any revenues since our inception and we do
not anticipate earning revenues in the near future. We are an exploration stage
company and are presently seeking to complete the proposed acquisition of the
Magellan Singapore Subsidiaries.

Operating Expenses

Our operating expenses for the three and nine months ended
August 31, 2008 and 2007 consisted of the following:

|                              |   | Third Quarter Ended August 31 |  |   | Nine Months Ended August 31 | 
|----------------------------- | - | ----------------------------- |  | - | --------------------------- | 
|                              |   |                               |  |   |                             | 
|                              |   | 2008                          |  |   | 2007                        | 
|Depreciation Expense          | $ | 126                           |  | $ | 85                          | 
|Consulting Fees               |   | -                             |  |   | 300                         | 
|Office and Administrative     |   | 1,935                         |  |   | 4,103                       | 
|Management Fees               |   | -                             |  |   | 8,400                       | 
|Mineral Property and          |   | -                             |  |   | -                           | 
|Exploration Costs             |   |                               |  |   |                             | 
|Professional Fees             |   | 6,612                         |  |   | 14,674                      | 
|Filing and Regulatory         |   | 995                           |  |   | 997                         | 
|Write-off of Mineral Property |   | 6,000                         |  |   | -                           | 
|Costs                         |   |                               |  |   |                             | 
|Total Operating Expenses      | $ | 15,668                        |  | $ | 28,559                      | 

5

---

Professional fees during the quarter ended August 31, 2008
consist of accounting and legal fees incurred in connection with meeting our
ongoing reporting requirements under the Exchange Act. The additional
professional fees during the quarter ended August 31, 2007 primarily relate to
the preparation and filing of our registration statement on Form SB-2.

The decrease in management fees during the quarter ended August
31, 2008 as compared to 2007 is a result of our former executive officer and
former director agreeing to cease charging his management services fee of $2,800
per month.

During the quarter ended August 31, 2008, we wrote off mineral
property costs of $6,000 as a result of our decision to allow the Spelter Claim
to lapse in order to focus our resources on the proposed acquisition of the
Magellan Singapore Subsidiaries.

We anticipate our operating expenses will increase if we successfully
complete the proposed acquisition of the Magellan Singapore Subsidiaries and as
a result of our ongoing reporting requirements under the Exchange Act.

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital           |   |                    |   |   |                      |   |  |                       | 
|------------------------- | - | ------------------ | - | - | -------------------- | - |  | --------------------- | 
|                          |   |                    |   |   |                      |   |  | Percentage            | 
|                          |   | At August 31, 2008 |   |   | At November 30, 2007 |   |  | Increase / (Decrease) | 
|Current Assets            | $ | 47,933             |   | $ | 4,141                |   |  | 1,057.5%              | 
|Current Liabilities       |   | (58,488            | ) |   | (10,919              | ) |  | 435.7%                | 
|Working Capital (Deficit) | $ | (10,555            | ) | $ | (6,778               | ) |  | 55.7%                 | 

|Cash Flows                                    |   |                   |   |   |                   |  
|--------------------------------------------- | - | ----------------- | - | - | ----------------- | -
|                                              |   | Nine Months Ended |   |   | Nine Months Ended |  
|                                              |   | August 31, 2008   |   |   | August 31, 2007   |  
|Cash Flows (Used In) Operating Activities     | $ | (31,833           | ) | $ | (74,625           | )
|Cash Flows (Used in) Investing Activities     |   | (35,000           | ) |   | (1,515            | )
|Cash Flows From Financing Activities          |   | 111,000           |   |   | -                 |  
|Net Increase (Decrease) In Cash During Period | $ | 44,167            |   | $ | (76,140           | )

We had cash on hand of $47,933 and a working capital deficit of
$10,555 as of August 31, 2008 as compared to a working capital deficit of $6,778
as of November 30, 2008. The increase in our working capital deficit was a
result of the fact that we had no sources of revenue during the period.

6

---

During the nine months ended August 31, 2008, we received the
following sources of financing:

|(a) | A loan of $20,000 advanced by Kahala Finance Corp., a
      company controlled by our sole executive officer and director. This loan
      is unsecured, bears interest at a rate of 10% per annum and is due on
      demand.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                               
|(b) | The sale of 1,000,000 units at a price of $0.08 per unit
      for total proceeds of $80,000.                                                                                                                                 

Future Financings

Currently, we do not have sufficient financial resources to
complete our proposed acquisition of the Magellan Singapore Subsidiaries. As
such, our ability to complete our proposed acquisition of the Magellan Singapore
Subsidiaries is dependent upon our ability to obtain additional financing in the
near term.

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 continue 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 to fund our plan of operations when
required.

During the period ended August 31, 2008, our Board of Directors
approved a private placement offering of up to 200 units (the Units) at a
price of $2,500 per Unit. Each Unit is comprised of one $2,500, 10% convertible
note (each a Note) and 10,000 share purchase warrants (each a Warrant). Each
Note is due on October 31, 2010 and is convertible into shares of our common
stock at a price of $0.20 per share. Each Warrant shall entitle the holder to
purchase one (1) share of our common stock at a price of $0.25 per share for a
one year period from the date of issue. The private placement offering of Units
will be made to investors who are not U.S. Persons as defined in Regulation S.
As of the date of this Quarterly Report, we have received proceeds of $10,000
under this offering, but we have not issued any securities under the offering.
There are no assurances that any additional units will be sold under the
offering. We intend to use the proceeds of the offering to fund our proposed
acquisition of the Magellan Singapore Subsidiaries and for working capital
purposes.

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

7

---

policies are disclosed in the notes to our audited financial
statements for the year ended November 30, 2007 included in our Annual Report on
Form 10-KSB filed with the SEC on March 6, 2008.

Use of Estimates

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

Exploration Stage Enterprise

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

Mineral Property Interests

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

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

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

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

Our exploration activities and proposed mine development are
subject to various laws and regulations governing the protection of the
environment. These laws are continually changing,

8

---

generally becoming more restrictive. We have made, and expect
to make in the future, expenditures to comply with such laws and
regulations.

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

|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES
      ABOUT MARKET RISK.
|------- | -----------------------------------------------------------------

Not Applicable.

|ITEM 4T. | CONTROLS AND PROCEDURES.
|-------- | ------------------------

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 August 31, 2008 that have materially
affected, or are reasonably likely to materially affect, our internal control
over financial reporting.

9

---

PART II - OTHER INFORMATION

|ITEM 1. | LEGAL PROCEEDINGS.
|------- | ------------------

None.

|ITEM 1A. | RISK FACTORS.
|-------- | -------------

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

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

As of August 31, 2008, we had cash on hand in the amount of
$47,933 and a working capital deficit of $10,555. Our plan of operation calls
for significant expenses in connection with the proposed acquisition of the
Magellan Singapore Subsidiaries. Our Board of Directors approved a private
placement offering of units (10% convertible notes and share purchase warrants)
for gross proceeds of $500,000. There is no assurance that the private placement
offering or any part of it will be completed. Obtaining additional financing
would be subject to a number of factors outside of our control, including our
ability to complete our proposed acquisition of the Magellan Singapore
Subsidiaries, market conditions and additional costs and expenses that might
exceed current estimates. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us in which case we will be
unable to complete the proposed acquisition of the Magellan Singapore
Subsidiaries.

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

We have a cumulative net loss of $183,652 for the period from
our inception on April 28, 2006 to August 31, 2008, and have no revenues to
date. Our future is dependent upon our ability to obtain financing. Williams
& Webster, P.S., Certified Public Accountants, our independent auditors,
have expressed substantial doubt about our ability to continue as a going
concern given our accumulated losses. This opinion could materially limit our
ability to raise additional funds by issuing new debt or equity securities or
otherwise. If we fail to raise sufficient capital, we will not be able to
complete our business plan. As a result we may have to liquidate our business
and investors may lose their investment. Investors should consider our auditor's
comments when determining if an investment in 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.

10

---

We face significant competition in the mineral exploration
industry.

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

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

Richard W. Donaldson, our sole executive officer and sole
director, does not have any formal training as a geologist or in the technical
aspects of managing a mineral exploration company. With no 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
precious metals are sometimes subject to rapid short-term and/or prolonged
changes because of speculative activities. The current demand for and supply of
these metals affect the metal prices, but not necessarily in the same manner as
current supply and demand affect the prices of other commodities. The supply of
these metals primarily consists of new production from mining. If the prices of
the metals are, for a substantial period, below our foreseeable cost of
production, we could cease operations and investors could lose their entire
investment.

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

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

11

---

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

Our common shares are quoted on the OTC Bulletin Board under
the symbol "PGRM. Companies quoted on the OTC Bulletin Board have traditionally
experienced extreme price and volume fluctuations. In addition, our stock price
may be adversely affected by factors that are unrelated or disproportionate to
our operating performance. Market fluctuations, as well as general economic,
political and market conditions such as recessions, interest rates or
international currency fluctuations may adversely affect the market price of our
common stock. As a result of this potential volatility and potential lack of a
trading market, an investor may not be able to sell any of our common stock that
they acquire that a price equal or greater than the price paid by the
investor.

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

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

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

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customers account. In
addition, the penny stock rules require that prior to a transaction

12

---

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.

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

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

|ITEM 3. | DEFAULTS UPON SENIOR SECURITIES.
|------- | --------------------------------

None.

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

None.

|ITEM 5. | OTHER INFORMATION.
|------- | ------------------

None.

|ITEM 6. | EXHIBITS.
|------- | ---------

|Exhibit |                                                                                                                                                           
|------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  | Description of Exhibits                                                                                                                                   
|3.1     | Articles of Incorporation.(1)                                                                                                                             
|3.2     | Bylaws, as amended.(1)                                                                                                                                    
|4.1     | Specimen Stock
        Certificate.(1)                                                                                                                    
|10.1    | Purchase Agreement dated June
        16, 2006 between Kimberly Sinclair and Pengram.(1)                                                                  
|10.2    | Loan Agreement
        dated December 19, 2007 between the Company (as the borrower) and Kahala
        Financial Corp. (as the lender).(2)               
|14.1    | Code of Ethics.(3)                                                                                                                                        
|31.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002.
|        |                                                                                                                                                           
|32.1    | Certification
        of Chief Executive Officer and Chief Financial Officer as adopted pursuant
    to Section 906 of the Sarbanes-Oxley Act of 2002.    

13

---

|Notes |                                                                                                         
|----- | --------------------------------------------------------------------------------------------------------
|(1)   | Previously filed as an exhibit to our
      Registration Statement on Form SB-2 filed on April 24, 2007.
|(2)   | Previously filed as an exhibit to our Current
      Report on Form 8-K filed on December 26, 2007.      
|(3)   | Previously filed as an exhibit to our Annual
      Report on Form 10-KSB filed on March 6, 2008.        

14

---

SIGNATURES

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

|      |                  |  |     | PENGRAM CORPORATION               
|----- | ---------------- |  | --- | ----------------------------------
|      |                  |  |     |                                   
|      |                  |  |     |                                   
|      |                  |  |     |                                   
|Date: | October 20, 2008 |  | By: | /s/
      Richard W. Donaldson    
|      |                  |  |     | RICHARD W. DONALDSON              
|      |                  |  |     | President, Secretary and Treasurer
|      |                  |  |     | (Principal Executive Officer      
|      |                  |  |     | and Principal Accounting Officer) 

---