Pengram (PNGM) 10-Q 2008 Q3 Quarterly report

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period endedAugust 31, 2008

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

For the transition period from ________ to ________

COMMISSION FILE NUMBER000-52626

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

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

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

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

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

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

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

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

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

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

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

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

2

PENGRAM CORPORATION
(An Exploration Stage Company)

THIRD QUARTER FINANCIAL STATEMENTS

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

PENGRAM CORPORATION
(An Exploration Stage Company)

BALANCE SHEETS
(Stated in U.S. Dollars)

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

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

PENGRAM CORPORATION
(An Exploration Stage Company)

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

														CUMULATIVE
		FOR THE						FOR THE						PERIOD FROM
		THREE						NINE						INCEPTION
		MONTHS						MONTHS						APRIL 28
		ENDED						ENDED						2006 TO
		AUGUST 31						AUGUST 31						AUGUST 31
		2008			2007			2008			2007			2008
Revenue	$	-		$	-		$	-		$	-		$	-
Expenses
Depreciation expense		126			85			379			256			632
Consulting fees		-			300			400			900			2,350
Office and administrative		1,935			4,103			5,148			10,594			21,062
Incorporation costs		-			-			-			-			1,320
Management fees		-			8,400			2,800			25,200			47,600
Mineral property
exploration costs		-			-			-			9,500			9,500
Professional fees		6,612			14,674			37,307			36,283			86,612
Filing and regulatory		995			997			3,122			4,048			8,576
Write-off of mineral
property costs		6,000			-			6,000			-			6,000
Net Loss For The Period	$	(15,668	)	$	(28,559	)	$	(55,156	)	$	(86,781	)	$	(183,652	)
Basic And Diluted Loss Per
Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Weighted Average Number
Of Common Shares
Outstanding		14,999,048			14,999,048			14,999,048			14,999,048

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

PENGRAM CORPORATION
(An Exploration Stage Company)

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

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

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

PENGRAM CORPORATION
(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

1.	BASIS OF PRESENTATION AND NATURE OF OPERATIONS
	The unaudited financial information furnished herein reflects all adjustments, all of which are of a normal recurring nature, which in the opinion of management are necessary to fairly state the Company’s interim financial position and the results of its operations for the periods presented. This report on Form 10-QSB should be read in conjunction with the Company’s financial statements and notes thereto included in the Company’s Form 10-KSB for the fiscal year ended November 30, 2007. The Company assumes that the users of the interim financial information herein have read or have access to the audited financial statements for the preceding fiscal year and that the adequacy of additional disclosure needed for a fair presentation may be determined in that context. Accordingly, footnote disclosure, which would substantially duplicate the disclosure contained in the Company’s Form 10-KSB for the fiscal year ended November 30, 2007, has been omitted. The results of operations for the nine month period ended August 31, 2008 are not necessarily indicative of results for the entire fiscal year ending November 30, 2008.
	Organization
	Pengram Corporation (“the Company”) was incorporated in the State of Nevada, U.S.A., on April 28, 2006. The Company’s principal executive offices are in Bellingham, Washington, U.S.A. The Company’s year end is November 30.
	Exploration Stage Activities
	The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purpose of acquiring exploration and development stage natural resource properties. The Company has not commenced business operations. The Company is an exploration stage company as defined in the Securities and Exchange Commission (“S.E.C.”) Industry Guide No. 7.
	Going Concern
	The accompanying financial statements have been prepared assuming the Company will continue as a going concern.
	As shown in the accompanying financial statements, the Company has incurred a net loss of $183,652 for the period from April 28, 2006 (inception) to August 31, 2008, and has no sales. The future of the Company is dependent upon its ability to obtain financing and upon future profitable operations from the development of its natural resource properties. Management has plans to seek additional capital through a private placement and public offering of its common stock. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

PENGRAM CORPORATION
(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

2.	SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
	The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgement.
	The financial statements have, in management’s opinion, been properly prepared within reasonable limits of materiality and within the framework of the significant accounting policies summarized below:
	a)	Organization and Start-up Costs
		Costs of start up activities, including organizational and incorporation costs, are expensed as incurred.
	b)	Exploration Stage Enterprise
		The Company’s financial statements are prepared using the accrual method of accounting and according to the provisions of Statement of Financial Accounting Standards No. 7 (“SFAS 7”), “Accounting and Reporting for Development Stage Enterprises,” as it devotes substantially all of its efforts to acquiring and exploring mineral properties. Until such properties are acquired and developed, the Company will continue to prepare its financial statements and related disclosures in accordance with entities in the exploration stage.
	c)	Mineral Property Interests
		The Company is an exploration stage mining company and has not yet realized any revenue from its operations. It is primarily engaged in the acquisition, exploration and development of mining properties. Exploration costs are expensed as incurred regardless of the stage of development or existence of reserves. Costs of acquisition are capitalized subject to impairment testing, in accordance with Financial Accounting Standards 144 (“FAS 144”), “Accounting for the Impairment or Disposal of Long-Lived Assets”, when facts and circumstances indicate impairment may exist.
		The Company regularly performs evaluations of any investment in mineral properties to assess the recoverability and/or the residual value of its investments in these assets. All long-lived assets are reviewed for impairment whenever events or circumstances change which indicate the carrying amount of an asset may not be recoverable.

PENGRAM CORPORATION
(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	c)	Mineral Property Interests (Continued)
		Management periodically reviews the carrying value of its 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 the Company will continue exploration on such project. The Company does 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.
		The Company’s 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. The Company has made, and expects 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.
	d)	Cash and Cash Equivalents
		Cash and cash equivalents consist primarily of cash on deposit, money market accounts, and investment grade commercial paper that are readily convertible into cash and purchased with original maturities of three months or less.
	e)	Computer Equipment
		Computer equipment is recorded at cost and will be depreciated over an estimated useful life of three years on a straight-line basis.

PENGRAM CORPORATION
(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	f)	Financial Instruments
		The Company’s financial instruments as defined by Statement of Financial Accounting Standards No. 107, “Disclosures about Fair Value of Financial Instruments”, may include cash, receivables, advances, accounts payable and accrued expenses. All such instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at August 31, 2008.
	g)	Foreign Currency Translation
		The Company’s functional currency is the US dollar. Transactions in foreign currency are translated into U.S. dollars as follows:
		i)	monetary items at the exchange rate prevailing at the balance sheet date;
		ii)	non-monetary items at the historical exchange rate;
		iii)	revenue and expense at the average rate in effect during the applicable accounting period.
	h)	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.
	i)	Recent Accounting Pronouncements
		In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles,”orSFAS 162. SFAS 162 is intended to improve financial reporting by identifying a consistent framework, or hierarchy, for selecting accounting principles to be used in preparing financial statements that are presented in conformity with U.S. GAAP for nongovernmental entities. SFAS 162 is effective 60 days following the Securities and Exchange Commission’s approval of the Public Company Accounting Oversight Board’s amendments to AU Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles”. The Company is currently evaluating the impact of adopting SFAS 162 but does not expect that it will have a significant effect on its financial position, cash flows or results of operations.

PENGRAM CORPORATION
(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

2.	SIGNIFICANT ACCOUNTING POLICIES(Continued)
	i)	Recent Accounting Pronouncements (Continued)
		In May 2008, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60,” or SFAS 163. SFAS 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. SFAS 163 is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. The Company is currently evaluating the impact of adopting SFAS 163 but does not expect that it will have a significant effect on its financial position, cash flows or results of operations.
3.	COMPUTER EQUIPMENT

		AUGUST 31						NOVEMBER 30
		2008						2007
				ACCUMULATED		NET BOOK		NET BOOK
		COST		AMORTIZATION		VALUE		VALUE
Computer Equipment	$	1,516	$	632	$	884	$	1,263

4.	MINERAL PROPERTY
	During the period ended November 30, 2006, the Company entered into a purchase agreement to acquire an undivided 100% interest in a mineral claim (known as the “Spelter”) located in the Yellow Pine Mining District, Clark County, Nevada. The consideration was $6,000 cash (paid) on execution of the agreement.
	During the period ended August 31, 2008, the Company abandoned and wrote off all costs incurred with respect to the Spelter property.

PENGRAM CORPORATION
(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

5.	LOAN PAYABLE TO RELATED PARTY
	On December 19, 2007, the Company entered into a promissory note whereby they borrowed $20,000. The note is unsecured, is repayable on demand and bears interest at 10% per annum, payable annually. As at August 31, 2008, a total of $1,403 has been accrued as interest payable on the loan. During the period ended August 31, 2008, the owner of the company holding the promissory note became an officer and director of the Company.
6.	CAPITAL STOCK
	On June 19, 2006, the Company issued 9,000,000 common shares to the Company’s founder at a price of $0.001 per share.
	Pursuant to a private placement, the Company issued 5,999,048 common shares at a price of $0.02 per share.
	During the period ended August 31, 2008, the Company received $80,000 towards an offering of 1,000,000 units at a price of $0.08 per unit. Each unit will be comprised of one share of the Company’s common stock and one share purchase warrant. Each warrant will entitle the subscriber to purchase one share of the Company’s common stock for a period expiring two years from the date of issue at an exercise price of $0.10 per share.
	During the period ended August 31, 2008, the Company received $10,000 towards an offering of up to 200 units at a price of $2,500 per unit. Each unit will be comprised on one $2,500, 10% convertible note and 10,000 share purchase. The convertible notes will be due on October 31, 2010, will bear interest at 10% per annum payable annually and may be converted into such number of shares of the Company’s common stock as shall be equal to the principal amount of the convertible note to be converted divided by $0.20. Each warrant will entitle the subscriber to purchase one share of the Company’s common stock for a period expiring two years from the date of issue at an exercise price of $0.25 per share.
	During the period ended August 31, 2008, the Company did not issue any common stock.
	The Company has no stock option plan, share purchase warrants or other dilutive securities.

PENGRAM CORPORATION
(An Exploration Stage Company)

CONDENSED NOTES TO FINANCIAL STATEMENTS

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

7.	RELATED PARTY TRANSACTIONS
	During the period ended August 31, 2008, the Company paid management fees for services performed in the amount of $2,800 (2007 - $25,200) to a former director.
	As at August 31, 2008, there were no amounts owing to related parties (2007 - $Nil) other than as stated in note 5.
8.	ADVANCES
	The Company entered into a letter of intent dated August 6, 2008 with Magellan Copper and Gold PLC (“Magellan”) to acquire 100% of the issued and outstanding shares of Magellan Resources PTE Ltd. and St. Anthony Resources PTE Ltd. (“Magellan Subsidiaries”). Consideration for the transaction will consist of the following:
	•	Issuance of up to 47,000,000 shares of the Company
	•	Cash payments of $50,000 on the execution of a formal agreement and $250,000 on closing
	•	The assumption of liabilities, totaling not more than $110,000, of Magellan related to the preparation of technical reports and title opinions on the mineral resources properties held by Magellan subsidiaries.
	Pending the closing of the transaction the Company will advance $35,000 per month to Magellan for payment of expenses related to the mineral properties held by Magellan Subsidiaries. During the period ended August 31, 2008, the Company advanced $35,000 to Magellan, all of which is refundable should the transaction fail to close.
9.	COMMITMENTS AND CONTRACTUAL OBLIGATIONS
	The Company has no significant commitments or contractual obligations with any parties respecting executive compensation, consulting arrangements or other matters. Rental of premises is on a month-to-month basis.
10.	SUBSEQUENT EVENT
	On September 4, 2008, the Company issued 1,000,000 units for proceeds of $80,000. Each unit is comprised of one share of the Company’s common stock and one share purchase warrant. Each warrant entitles the subscriber to purchase one share of the Company’s common stock for a period expiring two years from the date of issue at an exercise price of $0.10 per share.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONAND RESULTS OF OPERATION.

Cautionary Statement Regarding Forward-Looking Statements

Certain statements contained in this Quarterly Report constitute "forward-looking statements.” These statements, identified by words such as “plan,” "anticipate,” "believe,” "estimate,” "should,” "expect" and similar expressions include our expectations and objectives regarding our future financial position, operating results and business strategy. These statements reflect the current views of management with respect to future events and are subject to risks, uncertainties and other factors that may cause our actual results, performance or achievements, or industry results, to be materially different from those described in the forward-looking statements. Such risks and uncertainties include those set forth under the caption "Part II – Item 1A. Risk Factors” and elsewhere in this Quarterly Report. We advise you to carefully review the reports and documents we file from time to time with the United States Securities and Exchange Commission (the “SEC”), particularly our periodic reports filed with the SEC pursuant to the Securities Exchange Act of 1934 (the “Exchange Act”).

OVERVIEW

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

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

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

1.	We intend to acquire 100% of the issued and outstanding shares of the Magellan Singapore Subsidiaries in consideration of the following:
	a)	issuance of up to 47,000,000 shares of our common stock to Magellan;
	b)	cash payments to Magellan as follows:
		i.	$50,000 on execution of a formal agreement; and
		ii.	$250,000 on closing,
	c)	assumption, at closing, of liabilities of Magellan relevant to the preparation of technical reports and title opinions on the mineral resources properties in the Philippines totaling not more than $110,000.
2.	Closing will take place no later than October 31, 2008. Pending closing, we will advance $35,000 per month to Magellan Metals Inc. for payment of expenses related directly to the mineral properties. As of August 31, 2008, we had advanced $35,000 to Magellan.

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3.	Closing will be subject to the following:
	a)	completion of due diligence by us;
	b)	receipt of audited financial statements of the Magellan Singapore Subsidiaries; and
	c)	Rod Watt, the Chief Executive Officer of Magellan, entering into a satisfactory agreement to act as President and Chief Executive Officer of Pengram on such terms as set out in the letter of intent.

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

RECENT CORPORATE DEVELOPMENTS

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

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

4

PLAN OF OPERATION

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

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

RESULTS OF OPERATIONS

Third Quarter and Nine Months Summary

		Third Quarter Ended August 31							Nine Months Ended August 31
							Percentage							Percentage
							Increase /							Increase /
		2008			2007		(Decrease)		2008			2007		(Decrease)
Revenue	$	Nil		$	Nil		n/a	$	Nil		$	Nil		n/a
Expenses		(15,668	)		(28,559	)	(45.1)%		(55,156	)		(86,781	)	(36.4)%
Net Income (Loss)	$	(15,668	)	$	(28,559	)	(45.1)%	$	(55,156	)	$	(86,781	)	(36.4)%

Revenue

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

Operating Expenses

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

		Third Quarter Ended August 31					Nine Months Ended August 31
					Percentage					Percentage
		2008		2007	Inc. / (Dec.)		2008		2007	Inc. / (Dec.)
Depreciation Expense	$	126	$	85	48.2%	$	379	$	256	48.0%
Consulting Fees		-		300	(100)%		400		900	(55.6)%
Office and Administrative		1,935		4,103	(52.8)%		5,148		10,594	(51.4)%
Management Fees		-		8,400	(100)%		2,800		25,200	(88.9)%
Mineral Property and		-		-	n/a		-		9,500	(100)%
Exploration Costs
Professional Fees		6,612		14,674	(54.9)%		37,307		36,283	2.8%
Filing and Regulatory		995		997	(0.2)%		3,122		4,048	(22.9)%
Write-off of Mineral Property		6,000		-	n/a		6,000		-	n/a
Costs
Total Operating Expenses	$	15,668	$	28,559	(45.1)%	$	55,156	$	86,781	(36.4)%

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

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

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

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

LIQUIDITY AND CAPITAL RESOURCES

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

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

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

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

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

Future Financings

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

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

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

OFF-BALANCE SHEET ARRANGEMENTS

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

CRITICAL ACCOUNTING POLICIES

We have identified certain accounting policies, described below, that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting

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

Use of Estimates

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

Exploration Stage Enterprise

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

Mineral Property Interests

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

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

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

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

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

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not Applicable.

ITEM 4T. CONTROLS AND PROCEDURES.

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

There were no changes in our internal control over financial reporting during the quarter ended August 31, 2008 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS.

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

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

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

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

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

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

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

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We face significant competition in the mineral exploration industry.

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

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

Richard W. Donaldson, our sole executive officer and sole director, does not have any formal training as a geologist or in the technical aspects of managing a mineral exploration company. With no direct training or experience in these areas, our management may not be fully aware of the specific requirements related to working within this industry. Our management's decisions and choices may not take into account standard engineering or managerial approaches mineral exploration companies commonly use. Consequently, our operations, earnings, and ultimate financial success could suffer irreparable harm due to management's lack of experience in this industry.

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

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

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

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

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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

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in a penny stock not otherwise exempt from those rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written acknowledgment of the receipt of a risk disclosure statement, a written agreement to transactions involving penny stocks, and a signed and dated copy of a written suitably statement. These disclosure requirements may have the effect of reducing the trading activity in the secondary market for our stock.

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

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

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

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

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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

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

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SIGNATURES

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

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