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CERTIFICATIONS

I, Richard W. Donaldson, certify that;

|(1) | I have reviewed this Annual Report on Form 10-K/A of
      Pengram Corporation;                                                                                                                                                                                                                                                   
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|(2) | Based on my knowledge, this report does not contain any
      untrue statement of a material fact or omit to state a material fact
      necessary to make the statements made, in light of the circumstances under
      which such statements were made, not misleading with respect to the period
      covered by this report;
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|(3) | Based on my knowledge, the financial statements, and
      other financial information included in this report, fairly present in all
      material respects the financial condition, results of operations and cash
      flows of the registrant as of, and for, the periods presented in this
      report;                   
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|(4) | I am responsible for establishing and maintaining
      disclosure controls and procedures (as defined in Exchange Act Rules
      13a-15(e) and 15d-15(e)) and internal control over financial reporting (as
      defined in Exchange Act Rule 13a-15(f) and 15d-15(f)) for the registrant
      and have:                      
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|    | a)                                                                                                                                                                                                                                                                                                                                
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|    | b)                                                                                                                                                                                                                                                                                                                                
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|    | c)                                                                                                                                                                                                                                                                                                                                
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|    | d)                                                                                                                                                                                                                                                                                                                                
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|(5) | I have disclosed, based on my most recent evaluation of
      the internal control over financial reporting, to the registrants
      auditors and the audit committee of the registrants board of directors
      (or persons performing the equivalent functions):                                                            
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|    | a)                                                                                                                                                                                                                                                                                                                                
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|    | b)                                                                                                                                                                                                                                                                                                                                

|Date: July 12, 2010
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|       | /s/
      Richard W. Donaldson | 
|------ | ------------------------------ | 
|By:    | RICHARD W. DONALDSON           | 
|Title: | Chief Executive Officer and    | 
|       | Chief Financial Officer        | 

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