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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 May 31, 2008

[   ] TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGEACT 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   [   ]                 | Smaller reporting company [X]                          
|(Do not check if a smaller reporting company) |                                                        

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 July 7, 2008, the Issuer had 14,999,048 Shares of Common Stock
outstanding.

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PART I - FINANCIAL INFORMATION

ITEM
1.               
FINANCIAL STATEMENTS.









2

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PENGRAM CORPORATION(An Exploration Stage Company)



SECOND QUARTER FINANCIAL STATEMENTS



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



F-1

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PENGRAM CORPORATION(An Exploration Stage Company)

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

|                                                        |   | MAY
      31 |       |   | NOVEMBER 30 |  
|------------------------------------------------------- | - | ------------ | ----- | - | ----------- | -
|                                                        |   | 2008         |       |   | 2007        |  
|                                                        |   |              |       |   |             |  
|ASSETS                                                  |   |              |       |   |             |  
|                                                        |   |              |       |   |             |  
|Current                                                 |   |              |       |   |             |  
|Cash                                                    | $ | 3,136        |       | $ | 3,766       |  
|Deposits                                                |   | -            |       |   | 375         |  
|Total Current Assets                                    |   | 3,136        |       |   | 4,141       |  
|                                                        |   |              |       |   |             |  
|Computer Equipment, net of depreciation(Note 3)         |   | 1,010        |       |   | 1,263       |  
|                                                        |   |              |       |   |             |  
|Mineral Property Acquisition Costs(Note 4)              |   | 6,000        |       |   | 6,000       |  
|                                                        |   |              |       |   |             |  
|Total Assets                                            | $ | 10,146       |       | $ | 11,404      |  
|                                                        |   |              |       |   |             |  
|LIABILITIES                                             |   |              |       |   |             |  
|                                                        |   |              |       |   |             |  
|Current                                                 |   |              |       |   |             |  
|Accounts
      payable and accrued liabilities          | $ | 28,250       |       | $ | 10,919      |  
|Loan payable to related party
      (Note 5)            |   | 20,899       |       |   | -           |  
|Total Current Liabilities                               |   | 49,149       |       |   | 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 May 31,
      2008 and   |   |              |       |   |             |  
|November 30, 2007                                       |   | 14,999       |       |   | 14,999      |  
|                                                        |   |              |       |   |             |  
|Additional Paid-In Capital                              |   | 113,982      |       |   | 113,982     |  
|                                                        |   |              |       |   |             |  
|Accumulated Deficit During The Exploration Stage        |   | (167,984     | **)** |   | (128,496    | )
|                                                        |   | (39,003      | **)** |   | 485         |  
|                                                        |   |              |       |   |             |  
|Total Liabilities And Stockholders Equity (Deficiency) | $ | 10,146       |       | $ | 11,404      |  

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

F-2

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PENGRAM CORPORATION(An Exploration Stage Company)

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

|                           |   |            |       |   |            |   |   |             |       |   |            |   |   | CUMULATIVE |  
|-------------------------- | - | ---------- | ----- | - | ---------- | - | - | ----------- | ----- | - | ---------- | - | - | ---------- | -
|                           |   | FOR THE    |       |   | FOR THE    |   |   | PERIOD FROM |      
|                           |   | THREE      |       |   | SIX        |   |   | INCEPTION   |      
|                           |   | MONTHS     |       |   | MONTHS     |   |   | APRIL 28    |      
|                           |   | ENDED      |       |   | ENDED      |   |   | 2006 TO     |      
|                           |   | MAY 31     |       |   | MAY 31     |   |   | MAY 31      |      
|                           |   | 2008       |       |   | 2007       |   |   | 2008        |       |   | 2007       |   |   | 2008       |  
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Revenue                    | $ | -          |       | $ | -          |   | $ | -           |       | $ | -          |   | $ | -          |  
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Expenses                   |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Depreciation expense       |   | 127        |       |   | 86         |   |   | 253         |       |   | 171        |   |   | 506        |  
|Consulting
      fees      |   | 100        |       |   | 300        |   |   | 400         |       |   | 600        |   |   | 2,350      |  
|Office and administrative  |   | 1,911      |       |   | 3,211      |   |   | 3,213       |       |   | 6,491      |   |   | 19,127     |  
|Incorporation
      costs  |   | -          |       |   | -          |   |   | -           |       |   | -          |   |   | 1,320      |  
|Management fees            |   | -          |       |   | 8,400      |   |   | 2,800       |       |   | 16,800     |   |   | 47,600     |  
|Mineral
      property     |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|exploration
      costs    |   | -          |       |   | -          |   |   | -           |       |   | 9,500      |   |   | 9,500      |  
|Professional
      fees    |   | 17,123     |       |   | 13,751     |   |   | 30,695      |       |   | 21,609     |   |   | 80,000     |  
|Filing and regulatory      |   | 1,827      |       |   | 3,051      |   |   | 2,127       |       |   | 3,051      |   |   | 7,581      |  
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Net Loss For The Period    | $ | (21,088    | **)** | $ | (28,799    | ) | $ | (39,488     | **)** | $ | (58,222    | ) | $ | (167,984   | )
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Basic And Diluted Loss Per |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Share                      | $ | (0.00      | **)** | $ | (0.00      | ) | $ | (0.00       | **)** | $ | (0.00      | ) |   |            |  
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|                           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Weighted Average Number    |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Of Common Shares           |   |            |       |   |            |   |   |             |       |   |            |   |   |            |  
|Outstanding                |   | 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.

F-3

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PENGRAM CORPORATION(An Exploration Stage Company)

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

|                                              |   |                    |       |   |          |   |   | CUMULATIVE  |  
|--------------------------------------------- | - | ------------------ | ----- | - | -------- | - | - | ----------- | -
|                                              |   |                    |       |   |          |   |   | PERIOD FROM |  
|                                              |   |                    |       |   |          |   |   | INCEPTION   |  
|                                              |   | FOR THE SIX        |       |   | APRIL 28 |  
|                                              |   | MONTH PERIOD ENDED |       |   | 2006 TO  |  
|                                              |   | MAY 31             |       |   | MAY 31   |  
|                                              |   | 2008               |       |   | 2007     |   |   | 2008        |  
|                                              |   |                    |       |   |          |   |   |             |  
|Cash (Used In) Operating Activities           |   |                    |       |   |          |   |   |             |  
|Net loss for the period                       | $ | (39,488            | **)** | $ | (58,222  | ) | $ | (167,984    | )
|Adjustment
      for item not effecting cash: |   |                    |       |   |          |   |   |             |  
|Depreciation                                  |   | 253                |       |   | 171      |   |   | 506         |  
|Interest on loan payable                      |   | 899                |       |   | -        |   |   | 899         |  
|                                              |   | (38,336            | **)** |   | (58,051  | ) |   | (166,579    | )
|Changes in
      non-cash operating working   |   |                    |       |   |          |   |   |             |  
|capital items:                                |   |                    |       |   |          |   |   |             |  
|Deposits                                      |   | 375                |       |   | -        |   |   | -           |  
|Prepaid expenses                              |   | -                  |       |   | 5,000    |   |   |             |  
|Accounts payable and accrued liabilities      |   | 17,331             |       |   | 3,336    |   |   | 28,250      |  
|Amounts due to related party                  |   | -                  |       |   | (185     | ) |   | -           |  
|                                              |   | (20,630            | **)** |   | (49,900  | ) |   | (138,329    | )
|                                              |   |                    |       |   |          |   |   |             |  
|Cash (Used In) Investing Activities           |   |                    |       |   |          |   |   |             |  
|Mineral property acquisition
      costs      |   | -                  |       |   | -        |   |   | (6,000      | )
|Purchase
      of computer equipment          |   | -                  |       |   | (1,515   | ) |   | (1,516      | )
|                                              |   | -                  |       |   | (1,515   | ) |   | (7,516      | )
|                                              |   |                    |       |   |          |   |   |             |  
|Cash Provided By Financing Activities         |   |                    |       |   |          |   |   |             |  
|Issuance
      of common stock                |   | -                  |       |   | -        |   |   | 128,981     |  
|Loan payable to related party                 |   | 20,000             |       |   | -        |   |   | 20,000      |  
|                                              |   | 20,000             |       |   | -        |   |   | 148,981     |  
|                                              |   |                    |       |   |          |   |   |             |  
|Increase (Decrease) In Cash                   |   | (630               | **)** |   | (51,415  | ) |   | 3,136       |  
|                                              |   |                    |       |   |          |   |   |             |  
|Cash, Beginning Of Period                     |   | 3,766              |       |   | 96,319   |   |   | -           |  
|                                              |   |                    |       |   |          |   |   |             |  
|Cash, End Of Period                           | $ | 3,136              |       | $ | 44,904   |   | $ | 3,136       |  
|                                              |   |                    |       |   |          |   |   |             |  
|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.

F-4

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MAY 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
        six month period ended May 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 $167,984 for the period from April
        28, 2006 (inception) to May 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                        

F-5

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

MAY 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)                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                  

F-6

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

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

F-7

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | f)                                        
|   |                                           
|   |                                           
|   |                                           
|   | g)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | h)                                        
|   |                                           
|   |                                           
|   |                                           
|3. | COMPUTER EQUIPMENT                        

| |                    |   |       |  |   | MAY 31       |  |   |          |  |   | NOVEMBER 30 | 
| | ------------------ | - | ----- |  | - | ------------ |  | - | -------- |  | - | ----------- | 
| |                    |   |       |  |   | 2008         |  |   |          |  |   | 2007        | 
| |                    |   |       |  |   | ACCUMULATED  |  |   | NET BOOK |  |   | NET BOOK    | 
| |                    |   | COST  |  |   | AMORTIZATION |  |   | VALUE    |  |   | VALUE       | 
| |                    |   |       |  |   |              |  |   |          |  |   |             | 
| | Computer Equipment | $ | 1,516 |  | $ | 506          |  | $ | 1,010    |  | $ | 1,263       | 

F-8

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PENGRAM CORPORATION(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the period ended November 30, 2006, the Company
        entered into a purchase agreement to acquire an undivided 100% interest
        in a mineral claim (known as the Spelter) located in the Yellow
        Pine Mining District, Clark County, Nevada. The consideration was $6,000
        cash (paid) on execution of the agreement.                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|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
        May 31, 2008, a total of $899 has been accrued as interest payable on
        the loan. During the period ended May 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 May 31, 2008, the Company did
        not issue any common shares.                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company has no stock option plan, warrants or other
        dilutive securities.                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the period ended May 31, 2008, the Company paid
        management fees for services performed in the amount of $2,800 (2007 -
        $16,800) to a former director.                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | As at May 31, 2008, there were no amounts owing to related
        parties (2007 - $Nil) other than as stated in note 5.                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|8. | COMMITMENTS AND CONTRACTUAL OBLIGATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company has no significant commitments or contractual
        obligations with any parties respecting executive compensation, consulting
        arrangements or other matters. Rental of premises is on a month-to-month
        basis.                                                                                                                                                                                                                                

F-9

---

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.

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.

OVERVIEW

We were incorporated on April 28, 2006 under the laws of the
State of Nevada. Our principal offices are located at 1200 Dupont Street, Suite
2J, Bellingham, WA 98225. Our telephone number is (360) 255-3436.

We are an exploration stage company engaged in the acquisition
and exploration of mineral properties. We acquired a 100% undivided interest in
a mineral claim known as the Spelter Claim comprised of a mineral claim block
totaling 20 acres located on the Yellow Pine Mining District, Clark County,
Nevada. We acquired our Spelter Claim pursuant to a purchase agreement dated
June 16, 2006 with Kimberly Sinclair. Our plan of operation is to conduct
mineral exploration activities on the Spelter Claim in order to assess whether
it possesses commercially extractable deposits of zinc, lead, galena or
vanadium. In addition, we are currently seeking to acquire additional mineral
properties, but have been unsuccessful in obtaining any additional mineral
properties to date.

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

Recent Corporate Developments

The following corporate developments have occurred since the
end of our fiscal quarter February 29, 2008:

|1. | On April 14, 2008, we approved a private placement of up
      to 1,000,000 units at a price of $0.08 per unit for aggregate gross
      proceeds of $80,000 (the Offering). Each unit consists of one share of
      our common stock and one share purchase warrant. Each warrant will entitle
      the holder to purchase an additional share of our common stock at a price
      of $0.10 exercisable for a period of two years from the date of issuance
      of the units. The Offering will be completed
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

3

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|   | pursuant to the provisions of Regulation S of the United
      States Securities Act of 1933. As of the date of this Quarterly Report, we
      have not sold any units under the Offering and there are no assurances
      that any units will be sold under the Offering.                                                                                                                                                                                                                                                                        
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|2. | On April 21, 2008, Bernie J. Hoing, our former sole
      executive officer and former director, entered into a share transfer
      agreement with Richard Donaldson. On May 2, 2008, pursuant to the terms of
      the share transfer agreement, Mr. Hoing sold 8,000,000 shares of our
      common stock to Mr. Donaldson in consideration of the payment of $8,000.
      As a result of the share transfer, Mr. Donaldson now owns approximately
      53.3% of our common stock, which resulted in a change in control of the
      Company.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|3. | On May 2, 2008, Richard Donaldson was appointed as our
      President, Secretary, Treasurer and as a member of our Board of Directors.
      Upon Mr. Donaldsons appointment, Bernie J. Hoing resigned as our
      President, Secretary, Treasurer and as a member of our Board of Directors.
      There was no disagreement between Mr. Hoing and us regarding any matter
      relating to our operations, policies or practices                                                                                                              

PLAN OF OPERATION

Our plan of operation is to conduct mineral exploration
activities on the Spelter Claim in order to assess whether the claim possesses
mineral reserves capable of commercial extraction. Our exploration program is
designed to explore for commercially viable deposits of zinc, lead, galena or
vanadium mineralization. We have not, nor has any predecessor, identified any
commercially exploitable reserves of these minerals on our mineral claim. In
addition, we are currently seeking to acquire additional mineral properties, but
have been unsuccessful in obtaining any additional mineral properties to date.

Phase I Exploration Results

We received a report on the results of Phase I of our
exploration program from our geological consultant Laurence Sookochoff on
September 25, 2006. Phase I of our exploration program was completed in
September, 2006. The objective of the Phase I exploration program was to trench
and sample the known mineral zone to determine the geological controls and the
nature of the mineralization. In completing the recommended Phase I program on
the Spelter Claim, the main zone of vanadium mineralization was not explored;
however, zones of indicated zinc mineralization located in the prospecting
portion of the program were either trenched and/or sampled.

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

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


4

---

Based on the results of Phase I of our exploration program, our
geological consultant recommended that Phase II be commenced. Phase II consists
of VLF-EM and soil geochemical surveys, sampling and geological mapping of the
veins within anomalous zones, which is intended to define the structural trend
to the extensions of the known mineral zones. We intend to commence Phase II of
our recommended exploration program in late Summer of 2008. As of May 31, 2008,
we have expended $9,500 in connection with the exploration of our mineral claim
and the preparation of the geological report.

A decision on proceeding beyond the planned Phase II
exploration will be made by assessing whether the results of Phase II are
sufficiently positive. The decision whether or not to proceed will be based on
the recommendations of our geological consultant.

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

Category
      Planned Expenditures Over The Next 12 Months (US$)Legal and
      Accounting Fees
    $15,000Office Expenses
    $4,000Mineral Property
      Exploration Expenses
    $9,500TOTAL
    $38,500


As at May 31, 2008, we had cash on hand of approximately
$3,136. Accordingly, we have insufficient cash on hand to proceed beyond Phase
II of our exploration program of the Spelter Claim and we will require
additional financing in order to proceed with any additional work beyond Phase
II of our exploration program. There is no assurance that we will be able to
acquire such additional financing on terms that are acceptable to us, or at all.

During this exploration stage, our President will be devoting
approximately 30% of his time to our business. We do not foresee this limited
involvement as negatively impacting our company over the next twelve months as
all exploratory work has been and will continue to be performed by outside
consultants. Additionally, we will not have a need to hire any employees over
the next twelve months, nor do we plan to make any purchases of equipment over
the next twelve months due to reliance upon outside consultants to provide all
the tools needed for the exploratory work being conducted.

RESULTS OF OPERATIONS

Second Quarter and Six Months Summary

Second
        Quarter Ended May 31
      
      Six Months Ended May 31Percentage
      
      
      
      PercentageIncrease /
      
      
      
      Increase /2008
      2007
      (Decrease)
      
      2008
      2007
      (Decrease)Revenue
      $ Nil
      $ Nil
      n/a
      
      $Nil
      $Nil
      n/aExpenses
      (21,088)
      (28,799)
      (26.8)%
      
      (39,488)
      (58,222)
      (32.2)%Net Income (Loss)
      $ (21,088)
      $ (28,799)
      (26.8)%
      
      $ (39,488)
      $ (58,222)
      (32.2)%


5

---

Revenue

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

Operating Expenses

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

Second
        Quarter Ended May 31
      
      
      Six Months Ended May 31Percentage
      
      
      
      
      
      
      
      
      Percentage2008
      
      
      2007
      
      
      Inc.
        / (Dec.)
      
      
      2008
      
      
      2007
      
      
      Inc.
        / (Dec.)Depreciation Expense
      $
      127
      
      $
      86
      
      
      47.7%
      
      $
      253
      
      $
      171
      
      
      48.0%Consulting Fees
      
      100
      
      
      300
      
      
      (66.7)%
      
      
      400
      
      
      600
      
      
      (33.3)%Office and Administrative
      
      1,911
      
      
      3,211
      
      
      (40.5)%
      
      
      3,213
      
      
      6,491
      
      
      (50.5)%Management Fees
      
      -
      
      
      8,400
      
      
      (100)%
      
      
      2,800
      
      
      16,800
      
      
      (83.3)%Mineral Property and
      
      -
      
      
      -
      
      
      n/a
      
      
      -
      
      
      9,500
      
      
      (100)%Exploration CostsProfessional Fees
      
      17,123
      
      
      13,751
      
      
      24.5%
      
      
      30,695
      
      
      21,609
      
      
      42.0%Filing and Regulatory
      
      1,827
      
      
      3,051
      
      
      (40.1)%
      
      
      2,127
      
      
      3,051
      
      
      (30.3)%Total Operating Expenses
      $
      21,088
      
      $
      28,799
      
      
      (26.8)%
      
      $
      39,488
      
      $
      58,222
      
      
      (32.2)%


We expect to commence Phase II of our exploration program in
late Summer of 2008 at a cost of approximately $9,500. Professional fees during
the quarter ended May 31, 2008 consist of accounting and legal fees incurred in
connection with meeting our ongoing reporting requirements under the Exchange
Act.

The decrease in management fees during the quarter ended May
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.

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

LIQUIDITY AND CAPITAL RESOURCES

|Working Capital     |   |                       |   |   |                            |   |  |                       | 
|------------------- | - | --------------------- | - | - | -------------------------- | - |  | --------------------- | 
|                    |   |                       |   |   |                            |   |  | Percentage            | 
|                    |   | At
      May 31, 2008 |   |   | At
      November 30, 2007 |   |  | Increase / (Decrease) | 
|Current Assets      | $ | 3,136                 |   | $ | 4,141                      |   |  | (24.3)%               | 
|Current Liabilities |   | (49,149               | ) |   | (10,919                    | ) |  | 350.1%                | 
|Working Capital     | $ | (46,013               | ) | $ | (6,778                     | ) |  | 578.9%                | 

6

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|Cash Flows                                      |   |                    |   |   |                    |  
|----------------------------------------------- | - | ------------------ | - | - | ------------------ | -
|                                                |   | Six Months Ended   |   |   | Six Months Ended   |  
|                                                |   | May
      31, 2008 |   |   | May
      31, 2007 |  
|Cash Flows (Used In)
      Operating Activities | $ | (20,630            | ) | $ | (49,900            | )
|Cash Flows (Used in) Investing Activities       |   | -                  |   |   | (1,515             | )
|Cash Flows From Financing
      Activities      |   | 20,000             |   |   | -                  |  
|Net Increase (Decrease) In Cash During Period   | $ | (630               | ) | $ | (51,415            | )

The increase in our working capital deficit at May 31, 2008
from our year ended November 30, 2007 is a result of the fact that we had no
sources of revenue during this period. Our only source of financing during the
period ended May 31, 2008 was 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.

Future Financings

As at May 31, 2008, we had cash in the amount of $3,136. Our
current operating funds are not sufficient to complete all phases of our
proposed exploration program and will be insufficient to complete the full
exploration of the mineral claim and begin mining efforts should the mineral
claim prove commercially viable. Therefore, we will need to obtain additional
financing in order to complete our full business plan. We also require
additional financing to sustain our business operations if we are not successful
in earning revenues.

During the period ended May 31, 2008, we approved a private
placement of up to 1,000,000 units at a price of $0.08 per unit for aggregate
gross proceeds of $80,000 (the Offering). Each unit consists of one share of
our common stock and one share purchase warrant. Each warrant will entitle the
holder to purchase an additional share of our common stock at a price of $0.10
exercisable for a period of two years from the date of issuance of the units.
The Offering will be completed pursuant to the provisions of Regulation S of the
United States Securities Act of 1933. As of the date of this Quarterly Report,
we have not sold any units under the Offering and there are no assurances that
any units will be sold under the Offering

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described
below, that are most important to the portrayal of our current financial
condition and results of operations. Our significant accounting policies are
disclosed in the notes to our audited financial statements for the year ended
November 30, 2007 included in our Annual Report on Form 10-KSB filed with the
SEC on March 6, 2008.

7

---

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 Activities

We been in the exploration stage since our formation and have
not yet realized any revenues from our planned operations. We were formed for
the purpose of acquiring exploration and development stage natural resource
properties. We have not commenced business operations. We are an exploration
stage company as defined in the Securities and Exchange Commission (S.E.C.)
Industry Guide No. 7.

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.

8

---

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

9

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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.

Our current operating funds are insufficient to meet the anticipated
  costs of our exploration program on the Spelter Claim. Therefore, we will need
  to obtain additional financing in order to complete our full business plan.
  As of May 31, 2008, we had cash on hand in the amount of $3,136 and a working
  capital deficit of $46,013. We have not earned any revenues from our mineral
  exploration since our inception. Our plan of operation calls for significant
  expenses in connection with the exploration of our Spelter Claim. We currently
  do not have any arrangements for financing and we may not be able to obtain
  financing when required. Obtaining additional financing would be subject to
  a number of factors outside of our control, including the results from our exploration
  program, and any unanticipated problems relating to our mineral exploration
  activities, including environmental assessments and additional costs and expenses
  that may exceed our current estimates. These factors may make the timing, amount,
  terms or conditions of additional financing unavailable to us in which case
  our business will fail.

We have yet to earn revenue 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 $167,984 for the period from
our inception on April 28, 2006 to May 31, 2008, and have no revenues to date.
Our future is dependent upon our ability to obtain financing and upon future
profitable operations from the development of our mineral claim. These factors
raise substantial doubt that we will be able to continue as a going concern.
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

10

---

costs and expenses that may exceed current estimates. Our
Spelter Claim does not contain a known body of commercial ore and, therefore,
any program conducted on the Spelter Claim would be an exploratory search of
ore. There is no certainty that any expenditures made in the exploration of the
Spelter Claim will result in discoveries of commercial quantities of ore. Most
exploration projects do not result in the discovery of commercially mineable
deposits of ore. Problems such as unusual or unexpected formations and other
conditions are involved in mineral exploration and often result in unsuccessful
exploration efforts. If the results of Phase II of our exploration program do
not reveal viable commercial mineralization, we may decide to abandon our claim
and acquire new claims for new exploration. The acquisition of additional claims
will be dependent upon our possessing capital resources at the time in order to
purchase such claims. If no funding is available, we may be forced to abandon
our operations.

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

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

| | (i)   | Costs of bringing the property into production including
      exploration work, preparation of production feasibility studies, and
      construction of production facilities, all of which we have not budgeted
      for;
| | ----- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Availability and costs of financing;                                                                                                                                                                                         
| | (iii) | Ongoing costs of production; and                                                                                                                                                                                             
| | (iv)  | Environmental compliance regulations and
    restraints.                                                                                                                                                                     

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

We face significant competition in the mineral exploration
industry.

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

Because of the inherent dangers involved in mineral
exploration, there is a risk that we may incur liability or damages as we
conduct our business.

The search for valuable minerals involves numerous hazards. As
a result, we may become subject to liability for such hazards, including
pollution, cave-ins and other hazards against which we cannot insure or against
which we may elect not to insure. At the present time we have no coverage to
insure

11

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against these hazards. The payment of such liabilities may
result in our inability to complete our planned exploration program and/or
obtain additional financing to fund our exploration program.

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

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

| | (i)   | Water discharge will have to meet drinking water
      standards;                                                                               
| | ----- | ------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Dust generation will have to be minimal or otherwise
      re-mediated;                                                                         
| | (iii) | Dumping of material on the surface will have to be
      re-contoured and re-vegetated with natural vegetation;                                 
| | (iv)  | An assessment of all material to be left on the surface
      will need to be environmentally benign;                                           
| | (v)   | Ground water will have to be monitored for any potential
      contaminants;                                                                    
| | (vi)  | The socio-economic impact of the project will have to be
      evaluated and if deemed negative, will have to be re-mediated;
  and             
| | (vii) | There will have to be an impact report of the work on the
      local fauna and flora including a study of potentially endangered
      species.

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

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

Richard Donaldson, our sole executive officer and sole
director, does not have any formal training as a geologist and only limited
training in the technical aspects of managing a mineral exploration company.
With very limited direct training or experience in these areas, our management
may not be fully aware of the specific requirements related to working within
this industry. Our management's decisions and choices may not take into account
standard engineering or managerial approaches mineral exploration companies
commonly use. Consequently, our operations, earnings, and ultimate financial
success could suffer irreparable harm due to management's lack of experience in
this industry.

12

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

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

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

We completed an offering of 5,999,048 shares of our common
stock at a price of $0.02 per share to investors on September 30, 2006. Since
our inception, we have relied on such equity sales of our common stock to fund
our operations. We may conduct further equity offerings in the future to finance
our current projects or to finance subsequent projects that we decide to
undertake. If common stock is issued in return for additional funds, the price
per share could be lower than that paid by our current stockholders. We
anticipate continuing to rely on equity sales of our common stock in order to
fund our business operations. If we issue additional stock, the interests of
existing shareholders will be diluted.

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

Our common shares are quoted on the OTC Bulletin Board under
the symbol "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:

13

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

The broker-dealer also must provide, prior to effecting any
transaction in a penny stock, the customer with: (a) bid and offer quotations
for the penny stock; (b) the compensation of the broker-dealer and its
salesperson in the transaction; (c) the number of shares to which such bid and
ask prices apply, or other comparable information relating to the depth and
liquidity of the market for such stock; and (d) a monthly account statements
showing the market value of each penny stock held in the customers account. In
addition, the penny stock rules require that prior to a transaction in a penny
stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchasers written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitably statement. These
disclosure requirements may have the effect of reducing the trading activity in
the secondary market for our stock.

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

None.

ITEM
3.               
DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM
5.               
OTHER INFORMATION.

None.

14

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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.

|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.        

15

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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: | July 15, 2008 | By: | /s/ Richard W. Donaldson          
|      |               |     | RICHARD W. DONALDSON              
|      |               |     | President, Secretary and Treasurer
|      |               |     | (Principal Executive Officer      
|      |               |     | and Principal Accounting Officer) 

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