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

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) ~~March~~April 110, 2011

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

NEVADA	000-52626	68-0643436
(State or other jurisdiction of	(Commission File	(IRS Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
incorporation)	Number)

1200 Dupont Street, Suite 2J
Bellingham, WA	98225
(Address of principal executive	(Zip Code)
(Address of principal executive offices)	(Zip Code)
offices)

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

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

ITEM 87.01 ~~OTHER~~REGULATION ~~EVENTS.~~FD DISCLOSURE

~~Adoption~~On ofApril 10, 2011, ~~Stock~~Pengram ~~Incentive~~Corporation ~~Plan~~(the “Company”) has received a notice from a party purporting to represent Agus Abidin, the vendor of the Manado Gold Property. The notice purports to cancel the Company's rights under the letter agreement dated November 2, 2009 (the "Agreement") alleging that the Company has failed to meet the requirements under the Agreement. Under the terms of the Agreement, the Company had elected to exercise its right to enter into a formal agreement to acquire the property; however, the vendor, Mr. Abidin, had not met legal requirements to convert the tenures under which the property is held into the new form of tenure required by the new Indonesian mining laws which is necessary to permit the Company to acquire its interest. Despite numerous requests by the Company to Mr. Abidin and his representatives, this was never accomplished by him. Because of the delays on the part of the vendor, the Company had already determined to focus on its North American properties. Based on the notice received, the Company is now considering legal action against the vendor. The Company has advanced a total of $50,000 to the vendor.

OnThis ~~March~~information 1,is ~~2011,~~furnished ~~the~~pursuant ~~Board~~to ofItem ~~Directors~~7.01 of ~~Pengram~~Form ~~Corporation~~8-K ~~(the~~and ~~“Company”)~~shall ~~adopted~~not ~~the~~be ~~Company’s~~deemed ~~2011~~to ~~Stock~~be ~~Incentive~~"filed" ~~Plan~~for (the ~~"2011 Plan").~~purposes ~~The~~of ~~purpose~~Section 18 of the Securities ~~2011~~Exchange ~~Plan~~Act isof to1934, ~~enhance~~as ~~the~~amended, ~~long-term~~or ~~stockholder~~otherwise subject to liability ~~value~~under ofthat ~~the~~section, ~~Company~~nor byshall ~~offering~~it ~~opportunities~~be todeemed ~~directors,~~incorporated ~~officers,~~by ~~employees~~reference into any ~~and~~filing ~~eligible~~under ~~consultants~~the Securities Act of ~~the~~1933, ~~Company~~as ~~(“Participants”)~~amended, toexcept ~~acquire~~as ~~and~~shall ~~maintain~~be ~~stock~~expressly ~~ownership~~set inforth ~~the~~by ~~Company~~specific reference in ~~order~~such tofiling. ~~give~~By ~~these~~filing ~~persons~~this ~~the~~report on ~~opportunity~~Form ~~to participate~~8-K inand furnishing this information, the Company's ~~growth~~makes ~~and~~no ~~success,~~admission ~~and~~ as to ~~encourage~~the ~~them~~materiality of any information in this report that is required to ~~remain~~be indisclosed ~~the~~solely ~~service~~by reason of ~~the~~Regulation ~~Company~~FD.

The 2011 Plan allows the Company to grant options to its officers, directors and employees. In addition, the Company may grant options to individuals who act as consultants to the Company, so long as those consultants do not provide services connected to the offer or sale of the Company’s securities in capital raising transactions and do not directly or indirectly promote or maintain a market for the Company’s securities.

A total of 5,500,000 shares of the Company’s common stock are available for issuance under the Plan.

The Plan provides for the grant of incentive stock options and non-qualified stock options. Incentive stock options granted under the Plan are those intended to qualify as “incentive stock options” as defined under Section 422 of the Internal Revenue Code. However, in order to qualify as “incentive stock options” under Section 422 of the Internal Revenue Code, the Plan must be approved by the stockholders of the Company within 12 months of its adoption. The Plan has not been approved by the Company’s stockholders. Non-qualified stock options granted under the Plan are option grants that do not qualify as incentive stock options under Section 422 of the Internal Revenue Code.

The above description of the 2011 Plan does not purport to be complete, and is qualified in its entirety by reference to the full text of the 2011 Plan, which is attached as Exhibit 4.1 to this Current Report on Form 8-K and is incorporated by reference herein.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

Exhibit Number	Description of Exhibit
4.1	2011 Stock Incentive Plan.

SIGNATURE

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 hereunto duly authorized.

	PENGRAM CORPORATION
Date: March 2, 2011
Date: April 11, 2011
	By:	/s/ Richard W. Donaldson
		RICHARD W. DONALDSON
		President and Chief Executive Officer

Filing Compare · PENGRAM CORP