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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-KSB

(Mark One)

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

For the fiscal year ended November 30, 2007

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

For the transition period from __________ to __________

COMMISSION FILE NUMBER: **000-52626**

PENGRAM CORPORATION(Name
of small business issuer in its charter)

|NEVADA                                                               | 68-0643436                          
|-------------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (I.R.S. Employer Identification No.)
|                                                                     |                                     
|1200 Dupont Street, Suite 2J                                         |                                     
|Bellingham, WA                                                       | 98225                               
|(Address of principal executive offices)                             | (Zip Code)                          
|                                                                     |                                     
|(360) 255-3436                                                       |                                     
|Issuers telephone number                                            |                                     

Securities registered under Section 12(b) of the Exchange
      Act:
    NONE.Securities registered under Section 12(g) of the Exchange
      Act:
    CommonStock,$0.001ParValue PerShare.


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

Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-B contained in this form, and no disclosure will
be contained, to the best of registrants knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB. **[X]**

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

State issuers revenues for its most recent fiscal year.
$NIL

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price of such
common equity, as of a specified date within the past 60 days. (See definition
of affiliate in Rule 12b-2of the Exchange Act.): $368,942.28,
based on a price of $0.06 per share, being the market price at February 12,
2008.

State the number of shares outstanding of each of the issuers
classes of common equity, as of the latest practicable date. 14,999,048
Shares of Common Stock as of February 26, 2008.

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

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PENGRAM CORPORATION

ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED NOVEMBER
30, 2007

INDEX

|               |                                                                                                                                                    | PAGE  
|-------------- | -------------------------------------------------------------------------------------------------------------------------------------------------- | ------
|               |                                                                                                                                                    |       
|PART
      I   |                                                                                                                                                    | **3** 
|               |                                                                                                                                                    |       
|ITEM
      1.  | Description
      of Business.                                                                                                                     | 3     
|ITEM
      2.  | Description
      of Property.                                                                                                                     | 5     
|ITEM
      3.  | Legal
      Proceedings.                                                                                                                           | 10    
|ITEM
      4.  | Submission
      of Matters to a Vote of Security Holders.                                                                                         | 10    
|               |                                                                                                                                                    |       
|PART
      II  |                                                                                                                                                    | **11**
|               |                                                                                                                                                    |       
|ITEM
      5.  | Market
      for Common Equity and Related Stockholder Matters and Small Business
      Issuer Purchases of Equity Securities.                     | 11    
|ITEM
      6.  | Managements
      Discussion and Analysis or Plan of Operation.                                                                                   | 11    
|ITEM
      7.  | Financial
      Statements.                                                                                                                        | 20    
|ITEM
      8.  | Changes
      in and Disagreements with Accountants on Accounting and Financial
      Disclosure.                                                  | 21    
|ITEM
      8A. | Controls
      and Procedures.                                                                                                                     | 21    
|ITEM
      8B. | Other
      Information.                                                                                                                           | 21    
|               |                                                                                                                                                    |       
|PART
      III |                                                                                                                                                    | **22**
|               |                                                                                                                                                    |       
|ITEM
      9.  | Directors,
      Executive Officers, Promoters, Control Persons and Corporate Governance;
      Compliance with Section 16(A) of the Exchange Act. | 22    
|ITEM
      10. | Executive
      Compensation.                                                                                                                      | 24    
|ITEM
      11. | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters.                                        | 24    
|ITEM
      12. | Certain
      Relationships and Related Transactions, and Director Independence.                                                                   | 25    
|ITEM
      13. | Exhibits.                                                                                                                                          | 26    
|ITEM
      14. | Principal
      and Accountant Fees and Services.                                                                                                  | 26    
|               |                                                                                                                                                    |       
|SIGNATURES     |                                                                                                                                                    | **27**

2

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PART I

Certain statements contained in this Annual Report on Form
10-KSB constitute forward-looking statements. These statements, identified by
words such as plan, anticipate, believe, estimate, should, expect,
and similar expressions include our expectations and objectives regarding our
future financial position, operating results and business strategy. These
statements reflect the current views of management with respect to future events
and are subject to risks, uncertainties and other factors that may cause our
actual results, performance or achievements, or industry results, to be
materially different from those described in the forward-looking statements.
Such risks and uncertainties include those set forth under the caption
Managements Discussion and Analysis or Plan of Operation and elsewhere in
this Annual Report. We advise you to carefully review the reports and documents
we file from time to time with the Securities and Exchange Commission (the
SEC), particularly our Quarterly Reports on Form 10-QSB and our Current
Reports on Form 8-K.

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

ITEM
1.               
DESCRIPTION OF BUSINESS.

OVERVIEW

We were incorporated on April 28, 2006 under the laws of the
State of Nevada. 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
totalling 20 acres located on the Yellow Pine Mining District, Clark County,
Nevada. We acquired our Spelter Claim pursuant to a purchase agreement dated
June 16, 2006 with Kimberly Sinclair. Our plan of operation is to conduct
mineral exploration activities on the Spelter Claim in order to assess whether
it possesses commercially extractable deposits of zinc, lead, galena or
vanadium. Phase I of our exploration program was completed in September, 2006.
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. Based on the results of Phase I of our exploration program, our
geological consultant recommended that Phase II be commenced. We intend to
commence Phase II of our recommended exploration program during the
Spring/Summer exploration season of 2008. See Description of Property,
below.

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.

Compliance with Government Regulation

Our activities are subject to extensive federal, state, and
local regulations in the United States. These statutes regulate the mining of
and exploration for mineral properties, and also the possible effects of such
activities upon the environment. Future legislation and regulations could cause
additional expense, capital expenditures, restrictions and delays in the
development of the Spelter Claim, the extent of which cannot be predicted. Our
Spelter Claim is comprised of an unpatented mining claim located on federal land
managed by the U.S. Bureau of Land Management. Mining activities on the Spelter
Claim must be carried out in accordance with a permit issued by the Bureau of
Land Management.

Other regulatory requirements monitor the following:

| | (a) | Explosives and explosives handling.                               
| | --- | ------------------------------------------------------------------
| | (b) | Use and occupancy of site structures associated with
      mining.
| | (c) | Hazardous materials and waste
disposal.                           

3

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| | (d) | State historic site preservation.                                     
| | --- | ----------------------------------------------------------------------
| | (e) | Archaeological and paleontological finds associated with
      mining.

The State of Nevada adopted the Mined Land Reclamation Act (the
Nevada Act) in 1989 that established design, operation, monitoring and closure
requirements for all mining facilities. The Nevada Act has increased the cost of
designing, operating, monitoring and closing new mining facilities and could
affect the cost of operating, monitoring and closing existing mining facilities.
The State of Nevada has also adopted reclamation regulations. The Nevada Act
also requires reclamation plans and permits for exploration projects that will
result in more than five acres of surface disturbance.

In the context of environmental permitting, we must comply with
known standards, existing laws and regulations that may entail greater or lesser
costs and delays, depending on the nature of the activity to be permitted and
how stringently the regulations are implemented by the permitting authority. We
are not presently aware of any specific material environmental constraints
affecting our property that would preclude the economic development or operation
of any specific property.

If our property merits additional exploration or extraction
work, it is reasonable to expect that compliance with environmental regulations
will increase our costs. Such compliance may include feasibility studies on the
surface impact of our proposed operations, costs associated with minimizing
surface impact, water treatment and protection, reclamation activities,
including rehabilitation of various sites, on-going efforts at alleviating the
mining impact on wildlife and permits or bonds as may be required to ensure our
compliance with applicable regulations. It is possible that the costs and delays
associated with such compliance could become so prohibitive that we may decide
to not proceed with exploration, development, or mining operations on our
mineral property.

Compliance with Environmental Regulations

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. Because there is presently no
information on the size, tenor, or quality of any resource or reserve at this
time, it is impossible to assess the impact of any capital expenditures on
earnings, our competitive position or on us in the event a potentially economic
deposit is discovered.

If we enter the production phase, of which there is no
assurance, 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. The regulatory requirements that we will have to meet
will likely include:

| | (i)   | Ensuring that any water discharge meets 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)  | 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.

4

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Competition

We are an exploration stage company. We compete with other
mineral resource exploration and development companies for financing and for the
acquisition of new mineral properties. Many of the mineral resource exploration
and development companies with whom we compete have greater financial and
technical resources than we do. Accordingly, these competitors may be able to
spend greater amounts on acquisitions of mineral properties of merit, on
exploration of their mineral properties and on development of their mineral
properties. In addition, they may be able to afford greater geological expertise
in the targeting and exploration of mineral properties. This competition could
result in competitors having mineral properties of greater quality and interest
to prospective investors who may finance additional exploration and development.
This competition could adversely impact our ability to finance further
exploration and to achieve the financing necessary for us to develop our mineral
properties.

We will also compete with other junior mineral exploration
companies for financing from a limited number of investors that are prepared to
make investments in junior mineral exploration companies. The presence of
competing junior mineral exploration companies may impact our ability to raise
additional capital in order to fund our exploration programs if investors are of
the view that investments in competitors are more attractive based on the merit
of the mineral properties under investigation and the price of the investment
offered to investors. We will also compete with other junior and senior mineral
companies for available resources, including, but not limited to, professional
geologists, camp staff, helicopter or float planes, mineral exploration supplies
and drill rigs.

Employees

We have no employees. We conduct our business largely through
consultants.

Research and Development Expenditures

We have not incurred any research expenditures since our
incorporation.

Patents and Trademarks

We do not own, either legally or beneficially, any patents or
trademarks.

ITEM
2.               
DESCRIPTION OF PROPERTY.

We rent office space at 1200 Dupont Street, Suite 2J,
Bellingham, WA 98225, consisting of approximately 144 square feet, at a cost of
$225 per month. This rental is on a month-to-month basis without a formal
contract. We hold a 100% title to the Spelter Claim located in Nevada.

Acquisition of the Spelter Claim

We entered into a purchase agreement dated June 16, 2006 with
Kimberly Sinclair pursuant to which we acquired a 100% interest in the Spelter
Claim for cash consideration of $6,000. The Spelter Claim property is comprised
of a mineral claim with a total area of approximately 20 acres, located on the
Yellow Pine Mining District, Clark County, Nevada, see Figure 1 below. The
Spelter Claim was filed on May 25, 2006 in the Clark County recorders office.
The Spelter Claim is located within Section 11, Township 25S, Range 57, Meridian
E at the easternmost portion of the Yellow Pine Mining District of Clark County,
Nevada.

5

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We engaged Laurence Sookochoff, P.Eng., to prepare a geological
evaluation report on the Spelter Claim. Mr. Sookochoff is a consulting
professional engineer in the Geological Section of the Association of
Professional Engineers and Geoscientists of the Province of British Columbia,
Canada. Mr. Sookochoff attended University of British Columbia and holds a
Bachelor of Science degree in Geology. Mr. Sookochoff has been licensed as a
professional engineer by the Professional Engineers Association of B.C. for the
past 40 years.

The work completed by Mr. Sookochoff in preparing the
geological report consisted of the review of geological data from previous
exploration within the region. The acquisition of this data involved the
research and investigation of historic files to locate and retrieve data
information acquired by previous exploration companies in the area of the
mineral claim.

6

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We received the geological evaluation report on the Spelter
Claim entitled Geological Evaluation Report on the Spelter Lode Mining Claim
prepared by Mr. Sookochoff on June 10, 2006. The geological report summarizes
the results of the history of the exploration of the mineral claim, the regional
and local geology of the mineral claim and the mineralization and the geological
formations identified as a result of the prior exploration. The geological
report also gives conclusions regarding potential mineralization of the mineral
claim and recommends a further geological exploration program on the mineral
claim.

Our geological evaluation report concludes that the Spelter
Claim incorporates some exploratory workings on mineral zones hosting
significant zinc values. As the Yellow Pine Mining district has a history of
significant zinc production from within veins or replacements of brecciated
rocks along fault zones, the Spelter Claim warrants further exploration for
potentially economical mineral zones.

In his geological report, Mr. Sookochoff, recommended that a
four-phase continuing exploration program be undertaken on the property to
determine the prime localities of mineralization on which to focus concentrated
exploration. The four-phase program consists of the following:

Phase
      Recommended Exploration Program
      Estimated Cost
      StatusPhase I
    Prospecting, trenching and sampling over known
      mineralized zones to determine geological controls to, and the nature of,
      the indicated mineralization.
    $6,500
    Completed in September, 2006.Phase II
    VLF-EM and soil geochemical surveys along
      determined extension of known mineral areas.
    $9,500
    Expected to commence in late Spring/Summer,
      2008Phase III
    Sampling and geological mapping within
      anomalous zones.
    $12,500
    Dependent on the results of Phase II.Phase IV
    Test diamond drilling of the prime correlative
      anomalous zones.
    $50,000
    Dependent on the results of Phase III.Total Estimated Cost
    $78,500


Current State of Exploration

We have only recently commenced exploration of the Spelter
Claim and this exploration is currently in the preliminary stages. Our planned
exploration program is exploratory in nature and no mineral reserves may ever be
found.

Phase I Exploration Results

We received the report on the Phase I results from Mr.
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 3 feet wide
and 2 feet deep.

7

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Three grab samples, one from each of the three trenches, and
three other grab samples from zones of indicated mineralization were taken and
submitted for assay at the Assayers Canada laboratory in Vancouver, Canada. The
samples were analyzed by an assay for zinc with the following results:

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


Based on the results of Phase I of our exploration program, our
geological consultant recommended that Phase II be commenced.

Phase II Exploration Program

Phase II of our exploration program is expected to commence in
late Spring of 2008. The second phase consists of VLF-EM and soil geochemical
surveys, sampling and geological mapping of the veins within anomalous zones,
which will define the structural trend to the extensions of the known mineral
zones.

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. The decision of the consultant
whether or not to recommend proceeding will be based on a number of factors,
including his subjective judgment and will depend primarily on the results of
the immediately preceding stage.

As of the date of this Annual Report we have expended $9,500 in
connection with the preparation of the geological report and the exploration of
our mineral claim.

Our cash on hand as of the date of this Annual Report is
approximately $9,700. We have sufficient cash on hand to complete Phase II of
our proposed exploration program. However, we will require additional financing
in order to proceed with any additional work beyond Phase II of our exploration
program. We presently do not have any arrangements for additional financing for
exploration work on our exploration program, and no potential lines of credit or
sources of financing are currently available for the purpose of proceeding with
further work on our exploration program.

Description of Property and Location of the Spelter Claim

The Spelter Claim is recorded with the Bureau of Land
Management in the State of Nevada under the following name and record numbers:

Name of Mineral Claim
    BLM Number
    Expiry DateSPELTER
    0003272 0003273
    September 1, 2008


In accordance with Nevada mining regulations, the Spelter Claim
is in good standing to September 1, 2008. To keep the claim in good standing for
additional years, proof of labor on the claim has to be filed each year with the
Clark County recorders office in Las Vegas prior to its expiry date.

In addition to Nevada State regulations, Federal regulations
require a yearly maintenance fee to keep the claim in good standing. In
accordance with Federal regulations, the Spelter Claim is in good standing to
September 1, 2008. A yearly maintenance fee of $125 is required to be paid to
the Bureau of Land Management prior to the expiry date to keep the claim in good
standing for an additional year. If we fail to

8

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pay the required amount of fee of this exploration work, then
our mineral claim will lapse on September 1, 2008 and we will lose all interest
that we have in the mineral claim.

Location, Climate, Infrastructure and Access

The Spelter Claim is located within Section 11, Township 25S,
Range 57, Meridian E in the Yellow Pine Mining District of Clark County, Nevada.
Access from Las Vegas is southward via Interstate Highway 15 for approximately
27 miles, then northwesterly for 10 miles along Highway 161 to Goodsprings, then
westerly along a graveled road for 9 miles, and then southerly along a poor dirt
road for 2 miles to the Spelter Claim.

The Spelter Claim is situated at the northern end of the Sheep
Mountain Range, a southerly trending range of mountains with peaks reaching an
elevation of 4,184 feet. The Spelter Claim covers a small depression along the
western end of an east-westerly trending ridge. The local topography is
shallowly sloping with relief in the order of 100 feet from the valley floor.
The area is typically desert climate with relatively high temperatures and low
precipitation. Vegetation consists mainly of desert shrubs and cactus. Sources
of water would be available from valley wells.

Our Spelter Claim presently does not have any mineral reserves.
Power is readily available from nearby transmission lines. Water in sufficient
quantities for drilling is available from nearby streams and lakes. Power
sources for the Spelter Claim property presently consist of portable generators
brought onto the property.

History of Exploration

The history of the Yellow Pine Mining District dates back to
1856 following investigation of lead ore in the area by Mormon missionaries. The
first ore was smelted in 1857 and a mill was built north of Goodsprings in 1898.
As a result of the mill availability, exploration activity led to the discovery
of many mines in the region.

The completion of the San Pedro, Los Angeles and Salt Lake
railroad in 1905 and recognition of oxidized zinc minerals in the ore in 1906
stimulated development of the mines and the region has been subject to
intermittent activity up to 1964, particularly during the World War I and II
years.

The history of the Spelter mine stems from the original staking
of claims for lead and zinc, but there is no record that these minerals were
produced. In 1923, an attempt was made to concentrate vanadium ore in a small
mill. About 3.5 tons of vanadium ore were treated in the Keystone Custom mill at
Sandy. The Spelter Mine workings are comprised of three tunnels, which, in
lateral extent, total about 1,000 feet.

Geology

Property Geology

Mineralization on the Spelter Claim is reported to occur in a
brecciated zone in the Anchor Limestone Member of the Monte Cristo Limestone
Formation. The limestone strikes east-west and has a maximum width of 25 feet.

Regional Geology

In the Yellow Pine Mining region, the Spring Mountain Range in
the west, and the Sheep Mountain Range in the east consist mainly of Paleozoic
sediments which have undergone intense folding accompanied by faulting. A series
of Carboniferous sediments consist largely of siliceous limestones and include
strata of pure crystalline limestone and dolomite with occasional intercalated
beds of fine grained sandstone.

The strata have a general west to southwest dip of from 15 to
45 degrees which is occasionally disturbed by local folds. Igneous rocks are
scarce and are represented chiefly by quartz-monzonite porphyry dikes and sills.
The quartz-monzonite porphyry is intruded into these strata and is of
post-Jurassic age, perhaps Tertiary.

9

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Regional Structure

The Yellow Pine Mining region reveals a strong record of
folding, thrust faulting and normal faulting. Folding began in the early
Jurassic, resulting in broad flexures in the more massive units and tight folds
in the thinly bedded rocks. The thrust faults in the district are part of a belt
of thrust faulted rocks, the Foreland Fold and Thrust Belt that stretches from
southern Canada to southern California. Deformation within this belt began in
the Jurassic and continued until Cretaceous time.

Within the Goodsprings District, thrust faulting appears to
post-date much of the folding, but despite intensive study, the actual age of
thrusting continues to be the subject of contentious debate. Three major thrusts
have been mapped: from west to east, the Green Monster, Keystone and Contact
thrusts.

Of these, the Keystone is the most persistent along strike
having been mapped for a distance of over 50 kilometers. The stratigraphic
relationships along the Keystone fault are similar to those for all the major
thrusts in the area, Cambrian Bonanza King Formation has been thrust eastward
over younger Paleozoic rocks.

Normal faulting has received much less study, despite its close
association with many ore deposits in the district. It was suggested in 1931
that normal faulting began in the early Cretaceous and continued through the
Tertiary. In 1954, a more recent theory suggested that all normal faulting is
related to Basin and Range extension and thus is no older than Miocene. In 1988,
more conclusions restrict normal faulting to the Tertiary, but some of the
thrust faults may have been reactivated as low angle normal faults during early
Tertiary.

Mineralization

Property Mineralization

The vanadium mineralization on the Spelter Claim occurs as
vanadanite and descloizite associated with galena. Lenses of ore up to six feet
in width are reported to contain from 1% to 2% V205. Two cut samples over widths
of 20 feet and 25 feet were reported to assay 0.25 and 0.45 percent
respectively.

Regional Mineralization

Regionally, ore deposits in the Yellow Pine Mining District
appear to fall into two distinct types, which may or may not be related,
gold-copper deposits and lead-zinc deposits. Gold-copper deposits are clearly
related to sill-like masses of granite porphyry. All existing mines worked the
contact between the intrusive and surrounding sedimentary rocks. Gold occurred
in both the intrusive and the carbonate wall rocks. It appears any carbonate
unit was a suitable host.

The lead-zinc deposits in the area of the claim are often
distant from intrusives and occur as veins or replacements of brecciated rocks
along fault zones, either thrust faults or normal faults. Unlike the gold
deposits, the productive lead-zinc deposits are restricted to the Monte Cristo
Formation. Mineralogy of gold-copper deposits consists of native gold, pyrite,
limonite, cinnabar, malachite, azurite and chrysocolla. The unusual mineralogy
of the district is due to the great depth of surface oxidation, exceeding 600
feet. All the vanadium deposits are in brecciated zones in limestone or
dolomite.

ITEM
3.               
LEGAL PROCEEDINGS.

We are not a party to any material legal proceedings and, to
our knowledge, no such proceedings are threatened or contemplated.

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

None.

10

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PART II

|ITEM 5. | MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
      MATTERS AND **SMALL BUSINESS ISSUER PURCHASES OF EQUITY
      SECURITIES.**
|------- | ----------------------------------------------------------------------------------------------------------------------------------

Market Information

Our shares of common stock commenced trading on the OTC
Bulletin Board under the symbol PGRM on July 11, 2007. Although our shares
became eligible for quotation on the OTC Bulletin Board in July 2007, the high
and low bid information for our common stock for the year ended November 30,
2007 was not available from the OTC Bulletin Board.

Quotations provided by the OTC Bulletin Board reflect
inter-dealer prices, without retail mark-up, markdown or commission and may not
represent actual transactions.

Holders Of Our Common Stock

As of February 26, 2008, there are 14,999,048 shares of our
common stock issued and outstanding held of record by twenty-five (25)
registered stockholders.

Dividends

We have not declared any dividends on our common stock since
our inception on April 28, 2006. There are no dividend restrictions that limit
our ability to pay dividends on our common stock in our Articles of
Incorporation or Bylaws. Our governing statute, Chapter 78 of the Nevada Revised
Statutes (the NRS), does provide limitations on our ability to declare
dividends. Section 78.288 of Chapter 78 of the NRS prohibits us from declaring
dividends where, after giving effect to the distribution of the dividend:

|(a) | we would not be able to pay our debts as they become due
      in the usual course of business; or                                                                                                                                                                                                                                                                                                                                                                     
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|(b) | our total assets would be less than the sum of our total
      liabilities plus the amount that would be needed, if we were to be
      dissolved at the time of distribution, to satisfy the preferential rights
      upon dissolution of stockholders who may have preferential rights and
      whose preferential rights are superior to those receiving the distribution
      (except as otherwise specifically allowed by our Articles of
      Incorporation).

Recent Sales Of Unregistered Securities

None.

ITEM
6.               
MANAGEMENTS DISCUSSION AND ANALYSIS OR PLAN OF OPERATION.

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

Phase I Exploration Results

We received a report on the results of Phase I of our
exploration program from our geological consultant Laurence Sookochoff on
September 25, 2006. Phase I of our exploration program was completed in
September, 2006. The objective of the Phase I exploration program was to trench
and sample the known mineral zone to determine the geological controls and the
nature of the mineralization. In completing the recommended Phase I program on
the Spelter Claim, the main zone of vanadium mineralization was not

11

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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


Based on the results of Phase I of our exploration program, our
geological consultant recommended that Phase II be commenced. The second phase
consists of VLF-EM and soil geochemical surveys, sampling and geological mapping
of the veins within anomalous zones, which is intended to define the structural
trend to the extensions of the known mineral zones. We intend to commence Phase
II of our recommended exploration program in late Spring/Summer of 2008. As of
November 30, 2007, we have expended $9,500in 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 Mr. Sookochoff.

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
    $4,000Management Fees
    $2,800Mineral Property
      Exploration Expenses
    $9,500TOTAL
    $31,300


As at the date of this Annual Report, we had cash on hand of
approximately $9,700. 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. We presently do not have any arrangements
for additional financing, and no potential lines of credit or sources of
financing are currently available for the purpose of proceeding with exploration
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.

12

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RESULTS OF OPERATIONS

|Summary of Year End Results |                   |                       |                      
|--------------------------- | ----------------- | --------------------- | ---------------------
|                            |                   | Period from Inception |                      
|                            | Year Ended        | on April 28, 2006 to  | Percentage           
|                            | November 30, 2007 | November 30, 2006     | Increase / (Decrease)
|Revenue                     | $ --              | $ --                  | N/A                  
|Expenses                    | (108,384)         | (20,112)              | 438.9%               
|Net Loss                    | $(108,384)        | $(20,112)             | 438.9%               

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.

Expenses

Our operating expenses for the years ended November 30, 2007
and the period from inception on April 28, 2006 to November 30, 2006 are
outlined in the table below:

|                             |                   | Period
      from Inception |                      
|---------------------------- | ----------------- | --------------------------- | ---------------------
|                             | Year Ended        | on April 28, 2006 to        | Percentage           
|                             | November 30, 2007 | November 30, 2006           | Increase / (Decrease)
|Depreciation Expense         | $253              | $-                          | 100%                 
|Consulting Fees              | 1,200             | 750                         | 60%                  
|Filing and Regulatory        | 5,454             | -                           | 100%                 
|Incorporation Costs          | -                 | 1,320                       | (100)%               
|Management Fees              | 33,600            | 11,200                      | 200%                 
|Mineral Property Exploration | 9,500             | -                           | 100%                 
|Costs                        |                   |                             |                      
|Office and Administrative    | 11,444            | 4,470                       | 156%                 
|Professional Fees            | 46,933            | 2,372                       | 1878.6%              
|Total Operating Expenses     | $108,384          | $20,112                     | 438.9%               

We expect to commence Phase II of our exploration program
during the Spring/Summer exploration season of 2008 at a cost of approximately
$9,500. Professional fees during the year ended November 30, 2007 consist of
accounting and legal fees incurred in connection with filing our Registration
Statement on Form SB-2 with the SEC and meeting our ongoing reporting
requirements under the Exchange Act. For the year ended November 30, 2007, the
Company paid management fees to its sole officer and director in the amount of
$33,600, respectively.

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.

13

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LIQUIDITY AND FINANCIAL CONDITION

|Working Capital           |                            |                            |                      
|------------------------- | -------------------------- | -------------------------- | ---------------------
|                          |                            |                            | Percentage           
|                          | At
      November 30, 2007 | At
      November 30, 2006 | Increase / (Decrease)
|Current Assets            | $3,766                     | $104,119                   | (96.4)%              
|Current Liabilities       | $(10,919)                  | (1,250)                    | 773.5%               
|Working Capital (Deficit) | $(7,153)                   | $102,869                   | (107.0)%             

|Cash Flows                                           |                   |                      
|---------------------------------------------------- | ----------------- | ---------------------
|                                                     |                   | Period from Inception
|                                                     | Year Ended        | on April 28, 2006 to 
|                                                     | November 30, 2007 | November 30, 2006    
|Cash Flows used in Operating
      Activities        | $(91,037)         | $(26,662)            
|Cash Flows from (used in) Investing
      Activities | (1,516)           | (6,000)              
|Cash Flows from (used in)
      Financing Activities | -                 | 128,891              
|Net Increase (Decrease) in Cash During Period        | $(92,553)         | $96,319              

As of November 30, 2007, our cash on hand was $3,766. Since our
inception, we have used our common stock to raise money for our operations and
for our property acquisitions. We have not attained profitable operations and
are dependent upon obtaining financing to pursue our plan of operation. For
these reasons, our auditors stated in their report to our audited financial
statements for the period ended November 30, 2007, that there is substantial
doubt that we will be able to continue as a going concern.

Financing Requirements

As at the date of this Annual Report, we had cash on hand of
approximately $9,700. Our current operating funds are not sufficient to proceed
beyond Phase II of our proposed exploration program and will be insufficient to
complete the full exploration of the mineral claim and begin mining efforts
should the mineral claim prove commercially viable. Therefore, we will need to
obtain additional financing in order to complete our full business plan. We also
require additional financing to sustain our business operations if we are not
successful in earning revenues. We currently do not have any arrangements for
financing and we may not be able to obtain financing when required. Obtaining
additional financing would be subject to a number of factors, including the
market prices for metals. These factors may make the timing, amount, terms or
conditions of additional financing unavailable to us.

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

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.

14

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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 the audited financial statements included in this
Annual Report.

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.

15

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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.

RISKS AND UNCERTAINTIES

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 November 30, 2007, we had cash on hand in the amount of $3,766 and a working
  capital deficit of $7,153. 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 $128,496 for the period from
our inception on April 28, 2006 to November 30, 2007, and have no revenues to
date. Our future is dependent upon our ability to obtain financing and upon
future profitable operations from the development of our mineral claim. These
factors raise substantial doubt that we will be able to continue as a going
concern. Williams & Webster, P.S., Certified Public Accountants, our
independent auditors, have expressed substantial doubt about our ability to
continue as a going concern given our accumulated losses. This opinion could
materially limit our ability to raise additional funds by issuing new debt or
equity securities or otherwise. If we fail to raise sufficient capital, we will
not be able to complete our business plan. As a result we may have to liquidate
our business and investors may lose their investment. Investors should consider
our auditor's comments when determining if an investment in Pengram is suitable.

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

Investors should be aware of the difficulties normally
encountered by new mineral exploration companies and the high rate of failure of
such enterprises. The likelihood of success must be considered in light of the
problems, expenses, difficulties, complications and delays encountered in
connection with the exploration of the mineral properties that we plan to
undertake. These potential problems include, but are not limited to,
unanticipated problems relating to exploration, and additional costs and
expenses that may exceed current estimates. 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

16

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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 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;

17

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| | (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.

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

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

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

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

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

18

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

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

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

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

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

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

19

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ITEM
7.               FINANCIAL
STATEMENTS.

Index to Audited Financial Statements:

Audited financial statements as of November 30, 2007,
including:

|1. | Report of Independent Registered Public Accounting Firm
      (Williams & Webster, P.S., Certified Public
Accountants);                                                                                                               
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                       
|2. | Report of Independent Registered Public Accounting Firm
      (Telford Sadovnick, P.L.L.C., Certified Public Accountants);                                                                                                            
|   |                                                                                                                                                                                                                                       
|3. | Balance Sheets as of November 30, 2007 and
    2006;                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                       
|4. | Statements of Operations for the year ended November 30,
      2007, the period from April 28, 2006 (date of inception) to November 30,
      2006, and the period from April 28, 2006 (date of inception) to November
      30, 2007;
|   |                                                                                                                                                                                                                                       
|5. | Statements of Cash Flows for the year ended November 30,
      2007, the period from April 28, 2006 (date of inception) to November 30,
      2006 and the period from April 28, 2006 to November 30,
2007;                           
|   |                                                                                                                                                                                                                                       
|6. | Statement of Stockholders Equity (Deficit) for the
      period from April 28, 2006 (date of inception) to November 30, 2007;
      and                                                                                              
|   |                                                                                                                                                                                                                                       
|7. | Notes to Financial
Statements.                                                                                                                                                                                                        

20

---













PENGRAM CORPORATION(An Exploration Stage Company)

FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

---

Pengram Corporation 
  Bellingham, WA 98225

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



We have audited the accompanying balance sheet of Pengram Corporation
  as of December 31, 2007, and the related statement of operations, stockholders
  equity and cash flow for the year then ended. These financial statements are
  the responsibility of the Companys management. Our responsibility is to
  express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the
  Public Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform the audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provides
  a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
  fairly, in all material respects, the financial position of Pengram Corporation
  as of December 31, 2007 and the results of its operations, stockholders equity
  and its cash flows for the year then ended in conformity with accounting principles
  generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  that the Company will continue as a going concern. As discussed in Note 1 to
  the financial statements, the Company has no revenues, limited resources and
  a large accumulated deficit. These factors raise substantial doubt about the
  Companys ability to continue as a going concern. Managements plans
  are also discussed in Note 1. The financial statements do not include any adjustments
  that might result from the outcome of this uncertainty.

/s/Williams & Webster, P.S.

Williams & Webster, P.S. Certified Public Accountants 
  Spokane, Washington 
  March 5, 2008

---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of 
  Pengram Corporation 
  (An Exploration Stage Company)



We have audited the accompanying balance sheet of Pengram Corporation
  (An Exploration Stage Company) as at November 30, 2006, the related statements
  of operations and cash flows for the year then ended and for the period from
  inception on April 28, 2006 to November 30, 2006 and the related statement of
  stockholders equity for the period from inception on April 28, 2006 to
  November 30, 2006. These financial statements are the responsibility of the
  Companys management. Our responsibility is to express an opinion on these
  financial statements based on our audit.

We conducted our audit in accordance with standards of the Public
  Company Accounting Oversight Board (United States). Those standards require
  that we plan and perform an audit to obtain reasonable assurance about whether
  the financial statements are free of material misstatement. An audit includes
  examining, on a test basis, evidence supporting the amounts and disclosures
  in the financial statements. An audit also includes assessing the accounting
  principles used and significant estimates made by management, as well as evaluating
  the overall financial statement presentation. We believe that our audit provide
  a reasonable basis for our opinion.

In our opinion, based on our audit, such financial statements
  present fairly, in all material respects, the financial position of Pengram
  Corporation (An Exploration Stage Company) as at November 30, 2006, and the
  results of its operations and its cash flows for the year then ended and for
  the period from inception on April 28, 2006 to November 30, 2006, in conformity
  with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming
  the Company will continue as a going concern. As described in Note 1 to the
  financial statements, the Companys operating losses raise substantial
  doubt about its ability to continue as a going concern, unless the Company attains
  future profitable operations and/or obtains additional financing. The financial
  statements do not include any adjustments that might result from the outcome
  of this uncertainty.

TELFORD SADOVNICK, P.L.L.C.

CERTIFIED PUBLIC ACCOUNTANTS

Bellingham, Washington 
  February 8, 2007

---

PENGRAM CORPORATION(An Exploration Stage Company)

BALANCE SHEETS(Stated in U.S. Dollars)

|                                                                 |   | NOVEMBER
      30 |  
|---------------------------------------------------------------- | - | ----------------- | -
|                                                                 |   | 2007              |  
|                                                                 |   |                   |  
|ASSETS                                                           |   |                   |  
|                                                                 |   |                   |  
|Current                                                          |   |                   |  
|Cash                                                             | $ | 3,766             |  
|Prepaid expenses                                                 |   | -                 |  
|Deposits                                                         |   | 375               |  
|Total Current Assets                                             |   | 4,141             |  
|                                                                 |   |                   |  
|Mineral Property Acquisition Costs(Note
      5)                 |   | 6,000             |  
|Computer Equipment, net of depreciation(Note 4)                  |   | 1,263             |  
|                                                                 |   |                   |  
|Total Assets                                                     | $ | 11,404            |  
|                                                                 |   |                   |  
|LIABILITIES                                                      |   |                   |  
|                                                                 |   |                   |  
|Current                                                          |   |                   |  
|Accounts
      payable and accrued liabilities                   | $ | 10,919            |  
|Amounts due to related party                                     |   | -                 |  
|Total Current Liabilities                                        |   | 10,919            |  
|                                                                 |   |                   |  
|STOCKHOLDERS EQUITY                                             |   |                   |  
|                                                                 |   |                   |  
|Capital Stock                                                    |   |                   |  
|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 and Outstanding:                                          |   |                   |  
|14,999,048 common shares as at November
      30, 2007           |   |                   |  
|and 2006                                                         |   | 14,999            |  
|                                                                 |   |                   |  
|Additional Paid-In Capital                                       |   | 113,982           |  
|                                                                 |   |                   |  
|Deficit Accumulated During The Exploration Stage                 |   | (128,496          | )
|                                                                 |   | 485               |  
|                                                                 |   |                   |  
|Total Liabilities and Shareholders Equity                       | $ | 11,404            |  

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

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

|                                         |   |             |   |   | PERIOD
      FROM |   |   | PERIOD
      FROM |  
|---------------------------------------- | - | ----------- | - | - | ----------------- | - | - | ----------------- | -
|                                         |   |             |   |   | INCEPTION         |   |   | INCEPTION         |  
|                                         |   |             |   |   | APRIL 28          |   |   | APRIL 28          |  
|                                         |   | YEAR ENDED  |   |   | 2006 TO           |   |   | 2006 TO           |  
|                                         |   | NOVEMBER 30 |   |   | NOVEMBER 30       |   |   | NOVEMBER 30       |  
|                                         |   | 2007        |   |   | 2006              |   |   | 2007              |  
|                                         |   |             |   |   |                   |   |   |                   |  
|Revenue                                  | $ | -           |   | $ | -                 |   | $ | -                 |  
|                                         |   |             |   |   |                   |   |   |                   |  
|Expenses                                 |   |             |   |   |                   |   |   |                   |  
|Depreciation expense                     |   | 253         |   |   | -                 |   |   | 253               |  
|Consulting
      fees                    |   | 1,200       |   |   | 750               |   |   | 1,950             |  
|Filing and regulatory                    |   | 5,454       |   |   | -                 |   |   | 5,454             |  
|Incorporation
      costs                |   | -           |   |   | 1,320             |   |   | 1,320             |  
|Management fees                          |   | 33,600      |   |   | 11,200            |   |   | 44,800            |  
|Mineral property
      exploration costs |   | 9,500       |   |   | -                 |   |   | 9,500             |  
|Office and administrative                |   | 11,444      |   |   | 4,470             |   |   | 15,914            |  
|Professional
      fees                  |   | 46,933      |   |   | 2,372             |   |   | 49,305            |  
|                                         |   |             |   |   |                   |   |   |                   |  
|Net Loss For The Period                  | $ | (108,384    | ) | $ | (20,112           | ) | $ | (128,496          | )
|                                         |   |             |   |   |                   |   |   |                   |  
|Basic And Diluted Loss Per Share         | $ | (0.01       | ) | $ | (0.00             | ) |   |                   |  
|                                         |   |             |   |   |                   |   |   |                   |  
|                                         |   |             |   |   |                   |   |   |                   |  
|Weighted Average Number Of Common        |   |             |   |   |                   |   |   |                   |  
|Shares Outstanding                       |   | 14,999,048  |   |   | 8,659,680         |   |   |                   |  

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

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

|                                            |   |             |   |   | PERIOD
      FROM |   |   | PERIOD
      FROM |  
|------------------------------------------- | - | ----------- | - | - | ----------------- | - | - | ----------------- | -
|                                            |   |             |   |   | INCEPTION         |   |   | INCEPTION         |  
|                                            |   |             |   |   | APRIL 28          |   |   | APRIL 28          |  
|                                            |   | YEAR ENDED  |   |   | 2006 TO           |   |   | 2006 TO           |  
|                                            |   | NOVEMBER 30 |   |   | NOVEMBER 30       |   |   | NOVEMBER 30       |  
|                                            |   | 2007        |   |   | 2006              |   |   | 2007              |  
|                                            |   |             |   |   |                   |   |   |                   |  
|                                            |   |             |   |   |                   |   |   |                   |  
|Cash (Used In) Operating Activities         |   |             |   |   |                   |   |   |                   |  
|Net loss for the period                     | $ | (108,384    | ) | $ | (20,112           | ) | $ | (128,496          | )
|Item not
      involving cash:              |   |             |   |   |                   |   |   |                   |  
|Depreciation                                |   | 253         |   |   | -                 |   |   | 253               |  
|Changes in
      non-cash operating working |   |             |   |   |                   |   |   |                   |  
|capital items:                              |   |             |   |   |                   |   |   |                   |  
|Deposits                                    |   | (375        | ) |   | -                 |   |   | (375              | )
|Prepaid expenses                            |   | 7,800       |   |   | (7,800            | ) |   | -                 |  
|Accounts payable and accrued                |   |             |   |   |                   |   |   |                   |  
|liabilities                                 |   | 9,854       |   |   | 1,065             |   |   | 10,919            |  
|Amounts due to related party                |   | (185        | ) |   | 185               |   |   | -                 |  
|                                            |   | (91,037     | ) |   | (26,662           | ) |   | (117,699          | )
|                                            |   |             |   |   |                   |   |   |                   |  
|Cash (Used In) Investing Activities         |   |             |   |   |                   |   |   |                   |  
|Mineral property
      acquisition costs    |   | -           |   |   | (6,000            | ) |   | (6,000            | )
|Purchase of computer equipment              |   | (1,516      | ) |   | -                 |   |   | (1,516            | )
|                                            |   | (1,516      | ) |   | (6,000            | ) |   | (7,516            | )
|                                            |   |             |   |   |                   |   |   |                   |  
|Cash Provided By Financing Activity         |   |             |   |   |                   |   |   |                   |  
|Issuance of common stock                    |   | -           |   |   | 128,981           |   |   | 128,981           |  
|                                            |   |             |   |   |                   |   |   |                   |  
|Increase In Cash                            |   | (92,553     | ) |   | 96,319            |   |   | 3,766             |  
|                                            |   |             |   |   |                   |   |   |                   |  
|Cash, Beginning Of Period                   |   | 96,319      |   |   | -                 |   |   | -                 |  
|                                            |   |             |   |   |                   |   |   |                   |  
|Cash, End Of Period                         | $ | 3,766       |   | $ | 96,319            |   | $ | 3,766             |  
|                                            |   |             |   |   |                   |   |   |                   |  
|                                            |   |             |   |   |                   |   |   |                   |  
|Supplemental Disclosure Of Cash Flow        |   |             |   |   |                   |   |   |                   |  
|Information                                 |   |             |   |   |                   |   |   |                   |  
|Cash paid
      during the period for:      |   |             |   |   |                   |   |   |                   |  
|Interest                                    | $ | -           |   | $ | -                 |   | $ | -                 |  
|Income taxes                                | $ | -           |   | $ | -                 |   | $ | -                 |  

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

STATEMENT OF STOCKHOLDERS EQUITY

PERIOD FROM APRIL 28, 2006 (INCEPTION) TO NOVEMBER 30, 2007(Stated in U.S. Dollars)

DEFICITCOMMON
        STOCK
      
      
      ACCUMULATEDADDITIONAL
      
      
      DURING THEPAID-IN
      
      
      EXPLORATIONSHARES
      
      
      AMOUNT
      
      
      CAPITAL
      
      
      STAGE
      
      
      TOTALJune 19, 2006  Stock issuedfor cash at $0.001
      9,000,000
      
      $
      9,000
      
      $
      -
      
      $
      -
      
      $
      9,000Stock issued for cash at $0.02 inprivate placement
      5,999,048
      
      
      5,999
      
      
      113,982
      
      
      -
      
      
      119,981Net loss for the period
      -
      
      
      -
      
      
      -
      
      
      (20,112
      )
      
      (20,112
      )Balance, November 30, 2006
      14,999,048
      
      
      14,999
      
      
      113,982
      
      
      (20,112
      )
      
      108,869Net loss for the year
      -
      
      
      -
      
      
      -
      
      
      (108,384
      )
      
      (108,384
      )Balance, November 30, 2007
      14,999,048
      
      $
      14,999
      
      $
      113,982
      
      $
      (128,496
      )
      $
      485


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

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|1. | BASIS OF PRESENTATION AND NATURE OF OPERATIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   | 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 $128,496 for the period from April
        28, 2006 (inception) to November 30, 2007, and has no sales. The future
        of the Company is dependent upon its ability to obtain financing and upon
        future profitable operations from the development of its natural resource
        properties. Management has plans to seek additional capital through a
        private placement and public offering of its common stock. The financial
        statements do not include any adjustments relating to the recoverability
        and classification of recorded assets, or the amounts of and classification
        of liabilities that might be necessary in the event the Company cannot
        continue in existence.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|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.                                                                                                                                                                                                                                                                                                                                                                                                         

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                        
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                   
|   | The financial statements have been properly
        prepared within the framework of the significant accounting policies summarized
        below:
|   |                                                                                                                                                   
|   | a)                                                                                                                                                
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|   | b)                                                                                                                                                
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|   | c)                                                                                                                                                
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|   |                                                                                                                                                   
|   |                                                                                                                                                   

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

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

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)
|-- | ------------------------------------------
|   |                                           
|   | j)                                        
|   |                                           
|   |                                           
|   |                                           
|   | k)                                        
|   |                                           
|   |                                           
|   |                                           
|   | l)                                        
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   |                                           
|   | m)                                        
|   |                                           
|   |                                           

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | n)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|3. | RECENT ACCOUNTING PRONOUNCEMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | The following Recent Accounting Pronouncements
        are disclosed as they may be applicable to the Companys operations
        and have an impact on the Companys financial statements:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In February 2007, the FASB issued No. 159,
        The Fair Value Option for Financial Assets and Financial Liabilities
        (SFAS No. 159). SFAS No. 159 permits Companies to choose to measure certain
        financial instruments and certain other items at fair value. The standard
        requires that unrealized gains and losses on items for which the fair
        value option has been elected be reported in earnings. SFAS No. 159 is
        effective for the Company beginning in the first quarter of fiscal year
        2008, although earlier adoption is permitted. The Company is currently
        evaluating the impact that SFAS No. 159 will have on its financial statements.                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   | In September 2006, FASB issued SFAS No.
        157, Fair Value Measures. This Statement defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles (GAAP), expands disclosures about fair value measurements,
        and applies under other accounting pronouncements that require or permit
        fair value measurements. SFAS No. 157 does not require any new fair value
        measurements. However, the FASB anticipates that for some entities, the
        application of SFAS No. 157 will change current practice. SFAS No. 157
        is effective for financial statements issued for fiscal years beginning
        after November 15, 2007, which for the Company would be the fiscal year
        beginning May 1, 2008. The Company is currently evaluating the impact
        of adopting SFAS No. 157 but does not expect that it will have a significant
        effect on its financial position or results of operations.

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|3. | RECENT ACCOUNTING PRONOUNCEMENTS(Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In September 2006, the Securities and Exchange Commission
        (SEC) issued Staff Accounting Bulletin (SAB) No.
        108, Considering the Effects of Prior Year Misstatements when Quantifying
        Misstatements in Current Year Financial Statements. SAB No. 108
        addresses how the effects of prior year uncorrected misstatements should
        be considered when quantifying misstatements in current year financial
        statements. SAB No. 108 requires companies to quantify misstatements using
        a balance sheet and income statement approach and to evaluate whether
        either approach results in quantifying an error that is material in light
        of relevant quantitative and qualitative factors. SAB No. 108 is effective
        for interim periods ending after November 15, 2006. The Company is currently
        evaluating the impact of adopting SAB No. 108 but does not expect that
        it will have a significant effect on its financial position or results
        of operations.                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In June 2006, FASB issued Interpretation No. 48, Accounting
        for Uncertainty in Income Taxes- an Interpretation of FASB Statement No.
        109. This Interpretation clarifies the accounting for uncertainty
        in income taxes recognized in an enterprises financial statements
        in accordance with FASB No. 109, Accounting for Income Taxes.
        This Interpretation prescribes a recognition threshold and measurement
        attribute for the financial statement recognition and measurement of a
        tax position taken or expected to be taken in a tax return. This Interpretation
        also provides guidance on derecognition, classification, interest and
        penalties, accounting in interim periods, disclosure and transition. This
        Interpretation is effective for fiscal years beginning after December
        15, 2006. The Company has determined that the adoption of Statement No.
        158 does not have any material impact on the Companys results of
        operations or financial position.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|4. | COMPUTER EQUIPMENT                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

2007
      
      
      
      
      
      2006ACCUMULATED
      
      
      NET BOOK
      
      
      NET BOOKRATE
      
      
      COST
      
      
      DEPRECIATION
      
      
      VALUE
      
      
      VALUEComputer equipment
      
      3 years
      
      $
      1,516
      
      $
      253
      
      $
      1,263
      
      $
      -$
      1,516
      
      $
      253
      
      $
      1,263
      
      $
      -


As the computer equipment was placed
  in service during the year ended November 30, 2007, only one-half years
  depreciation was taken on the asset.

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|5. | 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 paid on
        execution of the agreement was $6,000 cash.
|   |                                                                                                                                                                                                                                                                                                                                                   
|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 year ended November 30, 2007, the Company
        did not issue any common shares. The Company has no stock option plan,
        share purchase warrants or other dilutive securities.                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                   
|7. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                   
|   | During the year ended November 30, 2007, the Company
        paid management fees for services performed in the amount of $33,600
        (2006 - $11,200) to a director for services performed.                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                   
|   | As at November 30, 2007, there were no amounts owing
        to related parties (2006 - $185). The amount due to a related party
        was repayable on demand, unsecured and non-interest bearing.                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                   
|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.                                                                                                      

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|9. | INCOME TAX
|-- | ----------
|   |           
|   | a)        
|   |           
|   |           

| |                                             |   | 2007    |   |   | 2006   |  
| | ------------------------------------------- | - | ------- | - | - | ------ | -
| | Computed expected (benefit of) income taxes | $ | (37,000 | ) | $ | (6,800 | )
| | Increase in valuation allowance             |   | 37,000  |   |   | 6,800  |  
| | Income tax provision                        | $ | -       |   | $ | -      |  

| | b) | Significant components of the Companys deferred
        income tax assets are as follows:
| | -- | ------------------------------------------------------------------------------------------

| |                             |   | 2007    |   |   | 2006   |  
| | --------------------------- | - | ------- | - | - | ------ | -
| | Operating loss carryforward | $ | 135,000 |   | $ | 26,000 |  
| | Statutory tax rate          |   | 34%     |   |   | 34%    |  
| | Deferred income tax assets  | $ | 46,000  |   | $ | 9,000  |  
| | Valuation allowance         |   | (46,000 | ) |   | (9,000 | )
| | Net deferred tax assets     | $ | -       |   | $ | -      |  

---

PENGRAM CORPORATION(An Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

NOVEMBER 30, 2007 AND 2006(Stated in U.S. Dollars)

|9. | INCOME TAX(Continued)
|-- | ---------------------
|   |                      
|   | c)                   

| |                                               |   | INCOME TAX OPERATING     | 
| | --------------------------------------------- | - | ------------------------ | 
| |                                               |   | LOSS
      CARRY FORWARD | 
| |                                               |   |                          | 
| |                                               |   | AMOUNT                   | 
| |                                               |   |                          | 
| | 2007                                          | $ | 109,000                  | 
| | 2006                                          |   | 26,000                   | 
| |                                               |   |                          | 
| | Total income tax operating loss carry forward | $ | 135,000                  | 

|10. | SUBSEQUENT EVENT                                                                                                                                                                                                    
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                     
|    | 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.

---

ITEM
8.               CHANGES
IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

On October 24, 2007, we received notice that Telford Sadovnick,
P.L.L.C. (Telford Sadovnick), our independent public accountants, resigned as
our auditors. Telford Sadovnick stated that they were resigning as our
independent auditor due to the fact that Telford Sadovnick had withdrawn its
registration with the Public Company Accountability Oversight Board and is no
longer able to audit US issuers.

Telford Sadovnicks report on our financial statements for the
period from April 28, 2006 (inception) to November 30, 2006 did not contain an
adverse opinion or disclaimer of opinion, nor were they modified or qualified as
to uncertainty, audit scope or accounting principles with the exception of a
statement regarding the uncertainty of our ability to continue as a going
concern.

During the period from April 28, 2006 (inception) to November
30, 2006 and any subsequent interim period up to and including the date of
resignation, there were no disagreements between us and Telford Sadovnick on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, which, if not resolved to the satisfaction of
Telford Sadovnick, would have caused them to make reference to the subject
matter of the disagreement in connection with their report for the financial
statements for the past year and any subsequent interim period up to and
including the date of Telford Sadovnicks resignation.

On November 15, 2007, our Board of Directors appointed Williams
& Webster, P.S., Certified Public Accountants, of 601 W. Riverside Avenue,
Suite 1940, Spokane, WA 99201 (Williams & Webster) as our new independent
registered public accounting firm following the resignation of Telford
Sadovnick, P.L.L.C. Prior to its appointment as independent accountants, we did
not consult Williams & Webster on any of the matters referenced in Item
304(a)(2) of Regulation S-B.

ITEM
8A.            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 year ended November 30, 2007 that have materially affected,
or are reasonably likely to materially affect, our internal control over
financial reporting.

ITEM
8B.            OTHER
INFORMATION.

Loan Agreement

On December 19, 2007, we entered into a loan agreement (the
Loan Agreement) whereby we agreed to borrow an aggregate of $20,000 (the
Principal Sum) from Kahala Financial Corp., payable on demand at an interest
rate of 10% per annum. We may pre-pay all or any portion of the loan at any
time. The proceeds will be used for working capital purposes. The Loan Agreement
is attached as an exhibit to our Current Report on Form 8-K filed December 26,
2007.

Termination of Management Fees

Effective January 1, 2008, Bernie J. Hoing agreed to cease
charging the management services fee of $2,800 per month to us.

21

---

Adoption of Code Of Ethics

On March 6, 2008, we adopted a Code of Ethics applicable to our
  Chief Executive Officer, Chief Financial Officer, Corporate Controller and certain
  other finance executives, which is a code of ethics as defined by
  applicable rules of the SEC. Each director and officer of the Corporation must
  comply with the letter and spirit of the Code of Ethics. This purpose of the
  Code of Ethics is to:

|1. | focus the Board of Directors and each director and
      officer on areas of ethical risk;
|-- | ------------------------------------------------------------------------------------------
|2. | provide guidance to directors to help them recognize and
      deal with ethical issues;  
|3. | provide mechanisms to report unethical conduct;
  and                                     
|4. | help foster a culture of honesty and
    accountability.                                  

Our Code of Ethics is attached as an exhibit to this Annual
Report on Form 10-KSB for the year ended November 30, 2007.

PART III

|ITEM 9. | DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL
      PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF
      THE EXCHANGE ACT.
|------- | --------------------------------------------------------------------------------------------------------------------------------------------------

Our sole executive officer and director and his age and titles
as of November 30, 2007 are as follows:

|Name            | Age | Position                                            
|--------------- | --- | ----------------------------------------------------
|                |     |                                                     
|Bernie J. Hoing | 44  | Director, President, Secretary, Treasurer,          
|                |     | Chief Executive Officer, and Chief Financial Officer

Set forth below is a brief description of the background and
business experience of our sole executive officer and director:

Bernie J. Hoingis the President, Secretary, Treasurer
and the sole director of the Company and has served in those capacities since
inception. Currently, Mr. Hoing has also served as the president of Elmwood Home
Ltd., a private company that is engaged in the construction business. From 1994
to 2000, Mr. Hoing was the general manager of Tozai Construction Ltd., based in
Kobe, Japan. Mr. Hoing provides his services on a part-time basis as required
for our business. Mr. Hoing presently commits approximately 30% of his business
time to our business.

Mr. Hoing does not have formal training as a geologist and very
limited training on the technical and managerial aspects of managing a mineral
exploration company. His prior managerial and consulting positions have not been
in the mineral exploration industry. Accordingly, we will have to rely on the
technical services of others to advise us on the managerial aspects specifically
associated with a mineral exploration company. We do not have any employees who
have professional training or experience in the mining industry. We rely on
independent geological consultants to make recommendations to us on work
programs on our property, to hire appropriately skilled persons on a contract
basis to complete work programs and to supervise, review, and report on such
programs to us.

Term of Office

Members of our board of directors are appointed to hold office
until the next annual meeting of our stockholders or until his or her successor
is elected and qualified, or until they resign or are removed in accordance with
the provisions of the Nevada Revised Statutes. Our officers are appointed by our
board of directors and hold office until removed by the board.

22

---

Significant Employees

We have no significant employees other than our sole officer
and director. Mr. Hoing provides management services to Pengram in consideration
of a management fee of $2,800 per month commencing August, 2006. The services
are provided on a month to month basis with no formal agreement. Effective
January 1, 2008, Bernie J. Hoing agreed to cease charging the management
services fee of $2,800 per month to us.

We conduct our business through agreements with consultants and
arms-length third parties. Currently, we have no formal consulting agreements in
place. We have a verbal arrangement with the consulting geologist currently
conducting the exploratory work on the Spelter Claim. We pay to this geologist
the usual and customary rates received by geologists performing similar
consulting services.

Committees of the Board Of Directors

We do not presently have a separately constituted audit
committee, compensation committee, nominating committee, executive committee or
any other committees of our board of directors. As such, Mr. Hoing acts in those
capacities as our sole director.

Audit Committee Financial Expert

Mr. Hoing is our sole director and does not qualify as an
audit committee financial expert. We believe that the cost related to
retaining such a financial expert at this time is prohibitive. Further, because
we are in the start-up stage of our business operations, we believe the services
of an audit committee financial expert are not warranted at this time.

CODE OF ETHICS

We adopted a Code of Ethics applicable to our Chief Executive
Officer, Chief Financial Officer, Corporate Controller and certain other finance
executives, which is a code of ethics as defined by applicable rules of the
SEC. Our Code of Ethics is attached as an exhibit to this Annual Report on Form
10-KSB for the year ended November 30, 2007. If we make any amendments to our
Code of Ethics other than technical, administrative, or other non-substantive
amendments, or grant any waivers, including implicit waivers, from a provision
of our Code of Ethics to our Chief Executive Officer, Chief Financial Officer,
Corporate Controller, or certain other finance executives, we will disclose the
nature of the amendment or waiver, its effective date and to whom it applies in
a Current Report on Form 8-K filed with the SEC.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT

Section 16(a) of the Exchange Act requires our executive
officers and directors, and persons who beneficially own more than 10% of our
equity securities (collectively, the Reporting Persons), to file reports of
ownership and changes in ownership with the SEC. Reporting Persons are required
by SEC regulation to furnish us with copies of all forms they file pursuant to
Section 16(a). Based on our review of the copies of such forms received by us,
other than as described below, no other reports were required for those persons.
We believe that during the year ended November 30, 2007 all Reporting Persons
complied with all Section 16(a) filing requirements applicable to them.

23

---

ITEM
10.            
EXECUTIVE COMPENSATION.

Summary Compensation Table

The following table sets forth total compensation paid to or
earned by our named executive officers as that term is defined in Item 402(a)(2)
of Regulation S-B, during the fiscal year ended November 30, 2007:

SUMMARY
        COMPENSATION TABLEName & 
        Principal Position
      Year
      Salary 
        ($)
      Bonus 
        ($)
      Stock 
        Awards 
        ($)
      Option 
        Awards 
        ($)
      Non- 
        Equity 
        Incentive 
        Plan 
        Compen- 
        sation ($)
      Nonqualified 
        Deferred 
        Compen- 
        sation 
        Earnings 
        ($)
      All Other 
        Compen- 
        sation 
        ($)
      Total 
        ($)Bernie J. Hoing 
        CEO, CFO, 
        President, 
        Secretary, & 
        Treasurer
      2007
      $0
      $0
      $0
      $0
      $0
      $0
      $33,600
      $33,600


Outstanding Equity Awards At Fiscal Year End

Since our inception on April 28, 2006, we have not granted any
stock options or stock appreciation rights to any of our executive officers.

Employment Contracts

We have no employment contracts, termination of employment or
change-in-control arrangements with any of our executive officers or
directors.

We do not have any arrangements pursuant to which our directors
are compensated for any services provided as a director or for committee
participation or special assignments. We have no significant employees other
than our sole officer and director. Mr. Hoing provides management services to
Pengram in consideration of a management fee of $2,800 per month commencing
August, 2006. The services are provided on a month to month basis with no formal
agreement. Effective January 1, 2008, Bernie J. Hoing agreed to cease charging
the management services fee of $2,800 per month to us.

ITEM
11.            
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS.

EQUITY COMPENSATION PLANS

We have no equity compensation plans (including individual
compensation arrangements) under which our equity securities are authorized for
issuance.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT

The following table sets forth certain information concerning
the number of shares of our common stock owned beneficially as of February 26,
2008 by: (i) each person (including any group) known to us to own more than five
percent (5%) of any class of our voting securities, (ii) each of our directors,
(iii) each of our named executive officers; and (iv) officers and directors as a
group. Unless otherwise indicated, the shareholder listed possesses sole voting
and investment power with respect to the shares shown.

24

---

Title of Class
      Name and Address of Beneficial
        Owner
      Amount and Nature of Beneficial
        Ownership
      Percentage of Common Stock(1)Security Ownership of ManagementCommon Stock
      Bernie J. Hoing 
        Chief Executive Officer, Chief Financial 
        Officer, President, Secretary, Treasurer, 
        and Director
      8,850,010 
        Direct
      59%Common Stock
      All Officers and Directors 
        as a Group (1 person)
      8,850,010
      59%Security Ownership of Certain Beneficial
        OwnersCommon Stock
      Bernie J. Hoing 
        President, Secretary, Treasurer, and 
        Director 
        1200 Dupont Street, Suite 2J 
        Bellingham, WA 98225
      8,850,010 
        Direct
      59%


|**Notes:** |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|---------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|(1)        | Based on 14,999,048 shares of our common stock issued and
      outstanding as of February 26, 2008. Under Rule 13d-3, certain shares may
      be deemed to be beneficially owned by more than one person (if, for
      example, persons share the power to vote or the power to dispose of the
      shares). In addition, shares are deemed to be beneficially owned by a
      person if the person has the right to acquire the shares (for example,
      upon exercise of an option) within 60 days of the date as of which the
      information is provided. In computing the percentage ownership of any
      person, the amount of shares outstanding is deemed to include the amount
      of shares beneficially owned by such person (and only such person) by
      reason of these acquisition rights. As a result, the percentage of
      outstanding shares of any person as shown in this table does not
      necessarily reflect the persons actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      February 26, 2008.

CHANGE IN CONTROL

We are not aware of any arrangement that might result in a
change in control in the future.

ITEM
12.            
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Except as described below, none of the following parties has,
since our date of incorporation, had any material interest, direct or indirect,
in any transaction with us or in any presently proposed transaction that has or
will materially affect us, other than noted in this section:

| | (i)   | Any of our directors or officers;                                                                                                                                           
| | ----- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (ii)  | Any person proposed as a nominee for election as a
      director;                                                                                                          
| | (iii) | Any person who beneficially owns, directly or indirectly,
      shares carrying more than 10% of the voting rights attached to our
      outstanding shares of common stock;
| | (iv)  | Any of our promoters; and                                                                                                                                                   
| | (v)   | Any relative or spouse of any of the foregoing persons
      who has the same house as such person.                                                                         

On June 13, 2006, we issued 8,850,010 shares of common stock to
our sole executive officer and sole director, Bernie J. Hoing, at a price of
$0.001 per share. The shares were issued pursuant to Section 4(2) of the
Securities Act and are restricted shares as defined in the Securities Act.

25

---

Director Independence

Quotations for our common stock are entered on the OTC Bulletin
Board inter-dealer quotation system, which does not have director independence
requirements. For purposes of determining director independence, we have applied
the definitions set out in NASDAQ Rule 4200(a)(15). Under NASDAQ Rule
4200(a)(15), a director is not considered to be independent if he or she is also
an executive officer or employee of the corporation. Mr. Hoing acts as our sole
director and as our sole executive officer. As such, we do not have any
independent directors.

ITEM
13.            
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 December 19, 2007
        between the Company (as the borrower) and Kahala Financial Corp. (as the
        lender).(2)                     
|        |                                                                                                                                                           
|14.1    | Code
        of Ethics.                                                                                                                                   
|        |                                                                                                                                                           
|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)   | Filed as an exhibit to our Registration Statement on Form
      SB-2 filed on April 24, 2007.
|(2)   | Filed as an exhibit to our Current Report on Form 8-K
      filed on December 26, 2007       

ITEM
14.            
PRINCIPAL AND ACCOUNTANT FEES AND SERVICES.

Audit Fees

The aggregate fees billed for the two most recently completed
  fiscal year ended November 30, 2007 and the period from inception on April 28,
  2006 to November 30, 2006 for professional services rendered by the principal
  accountant for the audit of our annual financial statements and review of the
  financial statements included our Quarterly Reports on Form 10-QSB and services
  that are normally provided by the accountant in connection with statutory and
  regulatory filings or engagements for these fiscal periods were as follows:

Year Ended November 30, 2007
      Period from Inception on April 28, 2006 to November 30, 2006Audit Fees
    $5,000
    $10,300Audit Related Fees
    $Nil
    $NilTax Fees
    $Nil
    $NilAll Other Fees
    $Nil
    $NilTotal
    $5,000
    $10,300


26

---

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.



|      |                     |  | PENGRAM CORPORATION
|----- | ------------------- |  | -------------------
|      |                     |  |                    
|      |                     |  |                    
|      |                     |  |                    
|Date: | March
      6, 2008 |  | By:                
|      |                     |  |                    
|      |                     |  |                    
|      |                     |  |                    
|      |                     |  |                    
|      |                     |  |                    



In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.



|Date: | March
      6, 2008 |  | By: | /s/
      Bernie J. Hoing                             
|----- | ------------------- |  | --- | ------------------------------------------------------
|      |                     |  |     | BERNIE J. HOING                                       
|      |                     |  |     | Chief Executive Officer, Chief Financial
      Officer
|      |                     |  |     | President, Secretary and Treasurer                    
|      |                     |  |     | Director                                              
|      |                     |  |     | (Principal Executive Officer                          
|      |                     |  |     | and Principal Accounting Officer)                     

---