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 ended ~~November~~May 3031, ~~2012~~2013

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~_____~~__________ to ~~____~~__________

Commission File No. ~~333~~000-~~175529~~54901

PENOLA INC.

(Exact name of registrant as specified in its charter)

Nevada		None
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

492 Gilbert Road

West Preston, Victoria 3072, Australia

(Address of principal executive offices, zip code)

+61 (3) 9605 3907

(Registrant’s telephone number, including area code)

~~(Former name, former address and former fiscal year, if changed since last report)~~________________________________

~~Indicate by check mark whether the issuer~~ (1)Former ~~has~~name, ~~filed~~former ~~all~~address 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)~~former ~~has~~fiscal ~~been subject to such filing requirements for the past 90 days. Yes x No o~~year,

~~Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site,~~ if ~~any,~~changed ~~every~~since ~~Interactive~~last ~~Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~report) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No x~~

Indicate by check mark whether the issuer (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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes o No x

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. (check one):

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	x
(Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule 12b-2 of the Exchange Act): ~~Yes x No o~~

~~APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY~~Yes x No o

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ~~Yes o No o~~

Yes o No o

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~January 14~~ May 31, 2013, there were 3,160,000 shares of common stock, $0.001 par value per share, outstanding.

PENOLA INC.

(An Exploration Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~NOVEMBER~~MAY 3031, ~~2012~~2013

INDEX

Index			~~Page~~	Page
Part I. Financial Information
Part I.	Financial Information
~~Item 1.~~	~~Financial~~Item ~~Statements~~1.	Financial Statements		4
	Balance Sheets as of November 30, 2012 (unaudited) and February 29, 2012.			5
		Balance Sheets as of May 31, 2013 (unaudited) and February 28, 2013.		4
	Statements of Operations for the three and nine months ended November 30, 2012 and 2011 (unaudited), and for the period from May 7, 2010 (Inception) to November 30, 2012 (unaudited).			6
		Statements of Operations for the three months ended May 31, 2013 and 2012 (unaudited), and for the period from May 7, 2010 (Inception) to May 31, 2013 (unaudited).		5
	Statements of Cash Flows for the nine months ended November 30, 2012 and 2011 (unaudited), and the period from May 7, 2010 (Inception) through November 30, 2012 (unaudited).			7
		Statements of Cash Flows for the three months ended May 31, 2013 and 2012 (unaudited), and the period from May 7, 2010 (Inception) through May 31, 2013 (unaudited).		6
	~~Notes to Financial Statements (unaudited).~~	Notes to Financial Statements (unaudited).		87
~~Item 2.~~	~~Management’s~~Item ~~Discussion and Analysis of Financial Condition and Results of Operations~~2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.		1213
~~Item 3.~~	~~Quantitative~~Item ~~and Qualitative Disclosures About Market Risk~~3.	Quantitative and Qualitative Disclosures About Market Risk.		1721
~~Item 4.~~	~~Controls~~Item ~~and Procedures~~4.	Controls and Procedures.		1721
Part II. Other Information
Part II.	Other Information
~~Item 1.~~	~~Legal~~Item ~~Proceedings~~1.	Legal Proceedings.		1822
~~Item 1A.~~	~~Risk~~Item ~~Factors~~1A.	Risk Factors.		1822
~~Item 2.~~	~~Unregistered~~Item ~~Sales of Equity Securities and Use of Proceeds~~2.	Unregistered Sales of Equity Securities and Use of Proceeds.		1822
~~Item 3.~~	~~Defaults~~Item ~~Upon Senior Securities~~3.	Defaults Upon Senior Securities.		1822
~~Item 4.~~	~~Mine~~Item ~~Safety Disclosures~~4.	Mine Safety Disclosures.		1822
~~Item 5.~~	~~Other~~Item ~~Information~~5.	Other Information.		1822
~~Item 6.~~	~~Exhibits~~Item 6.	Exhibits.		1823
Signatures				1924

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of Penola Inc., a Nevada corporation (the “Company”), contains “forward-looking statements,” as defined in the United States Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements by terminology such as “may”, “will”, “should”, “could”, “expects”, “plans”, “intends”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of such terms and other comparable terminology. These forward-looking statements include, without limitation, statements about our market opportunity, our strategies, competition, expected activities and expenditures as we pursue our business plan, and the adequacy of our available cash resources. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Actual results may differ materially from the predictions discussed in these forward-looking statements. The economic environment within which we operate could materially affect our actual results. Additional factors that could materially affect these forward-looking statements and/or predictions include, among other things: the volatility of minerals prices, the possibility that exploration efforts will not yield economically recoverable quantities of minerals, accidents and other risks associated with mineral exploration and development operations, the risk that the Company will encounter unanticipated geological factors, the Company’s need for and ability to obtain additional financing, the possibility that the Company may not be able to secure permitting and other governmental clearances necessary to carry out the Company’s exploration and development plans, the exercise of the approximately 63.2% control the Company’s sole officer and director holds of the Company’s voting securities, other factors over which we have little or no control; and other factors discussed in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Our management has included projections and estimates in this Form 10-Q, which are based primarily on management’s experience in the industry, assessments of our results of operations, discussions and negotiations with third parties and a review of information filed by our competitors with the SEC or otherwise publicly available. We caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS.

PENOLA INC.

(An Exploration Stage Company)

~~FINANCIAL~~BALANCE ~~STATEMENTS~~SHEETS

~~Nine months ended November 30, 2012~~(Unaudited)

	May 31, 2013 (Unaudited) - $ -			February 28, 2013 (Audited) - $ -

ASSETS
Current
Cash		7,803			10,740
TOTAL ASSETS		7,803			10,740

LIABILITIES
Current
Accounts payable and accrued liabilities		625			625
Due to related party		34,845			34,446
TOTAL LIABILITIES		35,470			35,071

STOCKHOLDERS’ EQUITY (DEFICIT)
Authorized:
75,000,000 common shares
With a par value of $0.001
Issued and Outstanding:
3,160,000 common shares		3,160			3,160
(February 28, 2013 - 3,160,000)
Additional paid up capital		30,150			29,457
Deficit accumulated during the exploration stage		(60,977	)		(56,948	)
TOTAL STOCKHOLDERS’ DEFICIT		(27,667	)		(24,331	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		7,803			10,740

– See Accompanying Notes –

PENOLA INC. ~~(An Exploration Stage Company) BALANCE SHEETS~~

	November 30, 2012 (Unaudited) - $ -			February 29, 2012 (Audited) - $ -
ASSETS
Current
Cash		3,449			684
Total assets		3,449			684
LIABILITIES
Current
Accounts payable		858			-
Due to related party		18,907			7,169
Total liabilities		19,765			7,169
STOCKHOLDERS’ EQUITY (DEFICIT)
Authorized:
75,000,000 common shares
With a par value of $0.001
Issued and Outstanding:
3,160,000 common shares		3,160			3,160
(February 29, 2012 - 3,160,000)
Additional paid in capital		29,057			28,029
Deficit accumulated during the exploration stage		(48,533	)		(37,674	)
Total stockholders' equity (deficit)		(16,316	)		(6,485	)
Total liabilities and stockholders' equity (deficit)		3,449			684

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months ended May 31, 2013 (Unaudited) - $ -			Three months ended May 31, 2012 (Unaudited) - $ -			Period from May 7, 2010 (Inception) to May 31, 2013 - $ -
Expenses
Office and general		337			4,080			15,343
Professional fees		3,000			3,000			35,621
Mining costs		-			-			7,703
Total expenses		3,337			7,080			58,667
Interest expense		693			292			2,310
NET LOSS		4,030			7,372			60,977

Basic and diluted loss per share		(0.00	)		(0.00	)

Weighted average number of common shares outstanding		3,160,000			3,160,000

– See Accompanying Notes –

PENOLA INC. ~~(An Exploration Stage Company) STATEMENTS OF OPERATIONS (Unaudited)~~

	Three months ended November 30, 2012 - $ -			Three months ended November 30, 2011 - $-			Nine months ended November 30, 2012 - $ -			Nine months ended November 30, 2011 - $ -			May 7, 2010 (Inception) to November 30, 2012 - $ -
Expenses:
Office and general		187			1,104			6,660			1,953			9,409
Professional fees		-			21,246			4,200			24,246			31,421
Mining costs		-			-			-			-			7,703
Net loss		187			22,350			10,860			26,199			48,533
Basic and diluted loss per share		(0.00	)		(0.00	)		(0.00	)		(0.00	)
Weighted average number of common shares outstanding		3,160,000			2,000,000			3,160,000			2,000,000

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Three months ended May 31, 2013 (Unaudited) - $ -			Three months ended May 31, 2012 (Unaudited) - $ -			Period from May 7, 2010 (Inception) to May 31, 2013 (Unaudited) - $ -

Cash Flows From Operating Activities
Net loss		(4,030	)		(7,372	)		(60,977	)
Impairment of mining costs		-			-			7,703
Imputed interest expense		693			292			2,310
Net change in non-cash working capital balances:
Accounts payable and accruals		-			1,804			625
Due to related party		400			9,648			34,845
Net cash provided by (used in) operations		(2,937	)		4,372			(15,494	)

Cash flows from Investing Activities
Mineral property option		-			-			(7,703	)
Net cash used in investing activities		-			-			(7,703	)
Cash Flows From Financing Activities
Capital stock issued		-			-			31,000
Net cash provided by financing activities		-			-			31,000

Increase (Decrease) In Cash		(2,937	)		4,372			7,803

Cash, beginning		10,740			684			-
Cash, ending		7,803			5,056			7,083

Supplementary Cash Flow Information:
Cash paid for:
Interest		-			-			-
Income taxes		-			-			-

– See Accompanying Notes –

PENOLA INC. (An Exploration Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)

	Nine months ended November 30, 2012 - $ -			Nine months ended November 30, 2011 - $ -			May 7, 2010 (Inception) to November 30, 2012 - $ -
Cash Flows From Operating Activities
Net loss		(10,860	)		(26,199	)		(48,533	)
Adjustments to reconcile net loss to net cash used for operating activities:
Imputed interest		1,029			-			1,217
Impairment of mining costs		-			-			7,703
Net change in non-cash working capital balances:
Accounts payable		858			-			858
Net cash provided by (used in) operations		(8,973	)		(26,199	)		(38,755	)
Cash Flows from Investing Activities
Mineral property option		-			-			(7,703	)
Net cash used in investing activities		-			-			(7,703	)
Cash Flows From Financing Activities
Capital stock issued		-			-			31,000
Due to related party		11,738			19,060			18,907
Net cash provided by financing activities		11,738			19,060			49,907
Increase (Decrease) In Cash		2,765			(7,139	)		3,449
Cash, beginning		684			21,737			-
Cash, ending		3,449			14,598			3,449
Supplementary Cash Flow Information
Cash paid for:
Interest		-			-			-
Income taxes		-			-			-

- See Accompanying Notes –

PENOLA INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

~~NOVEMBER~~MAY 3031, ~~2012~~2013

(Unaudited)

~~NOTE~~ 1 – . NATURE OF OPERATIONS AND BASIS OF PRESENTATION

Penola Inc. (the “Company”) was incorporated in the State of Nevada on May 7, 2010, and its year-end is February 28. The Company is an exploration stage company and is currently seeking for new business opportunities.

Unaudited Interim Financial Statements

These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended February 2928, ~~2012~~2013, included in the Company’s Form S-1 and filed with the Securities and Exchange Commission. These unaudited interim financial statements should be read in conjunction with the audited financial statements included in the Form S-1. In the opinion of management, all adjustments considered necessary for fair presentation and consisting solely of normal recurring adjustments have been made. Operating results for the ~~nine~~three months ended ~~November~~May 3031, ~~2012~~2013 are not necessarily indicative of the results that may be expected for the year ending February 28, ~~2013~~2014.

Going ~~concern~~Concern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $4860,~~533~~977 at ~~November~~May 3031, ~~2012~~2013 and further losses are anticipated in the development of its business raising substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These 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.

~~NOTE~~Management 2has –plans ~~SUMMARY~~to OFseek ~~SIGNIFICANT~~additional ~~ACCOUNTING~~capital ~~POLICIES~~through a private placement of its common stock or further director loans as needed. These 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.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents at May 31, 2013 or February 28, 2013, respectively.

Use of estimates and assumptions

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are readily apparent from other sources. The actual results experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences, future results may be affected. Estimates used in preparing these financial statements include the carrying value of the equipment, deferred income tax amounts, rates and timing of the reversal of income tax differences.

PENOLA INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2012

(Unaudited)

Mineral property costs

The Company has been in the exploration stage since its formation on May 7, 2010 and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property acquisition and exploration costs are charged to operations as incurred. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve.

~~Loss~~Basic and diluted net income (loss) per common share

~~Basic~~The ~~earnings~~Company computes net income (loss) per share ~~includes~~in noaccordance ~~dilution~~with Financial Accounting Standards Codification (“ASC”) 260 “Earnings Per Share” which requires presentation of both basic and diluted earnings per share (EPS) on the face of the income statement. Basic EPS is computed by dividing income (loss) available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) for the period. ~~Dilutive~~Diluted ~~earnings~~EPS ~~per~~gives ~~share~~effect ~~reflect~~to ~~the~~all dilutive potential ~~dilution~~common ofshares ~~securities~~outstanding ~~that~~during ~~could~~the ~~share~~period including stock options, using the treasury stock method, and convertible preferred stock, using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the ~~earnings~~number of shares assumed to be purchased from the ~~Company~~exercise of stock options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Because the Company does not have any potentially dilutive securities, diluted loss per share is equal to the basic loss per share.

Comprehensive ~~Loss~~loss

For all periods presented, the Company has no items that represent a comprehensive loss and, therefore, has not included a statement of comprehensive loss in these financial statements.

Financial instruments

The fair value of the Company’s financial instruments consisting of cash, accounts payable, and amounts due to related party approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company operates in Australia and therefore is exposed to foreign exchange risk. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Fair value of financial instruments

The Company adopted ASC 820 “Fair Value Measurements”. ASC 820 defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly for substantially the full term of the financial instrument.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement.

The carrying amounts reported in the balance sheets for cash and cash equivalents, and current liabilities each qualify as financial instruments and are a reasonable estimate of fair value because of the short period of time between the origination of such instruments and their expected realization and their current market rate of interest.

The following table presents the Company’s assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of May 31, 2013 and February 28, 2013:

Level 1

Level 2

Level 3

May 31, 2013

February 28, 2013

Income taxes

Deferred income taxes are provided for tax effects of temporary differences between the tax basis of ~~assets~~asset and liabilities and their reported amounts in the financial statements. The Company uses the liability method to account for income taxes, which requires deferred taxes to be recorded at the statutory rate expected to bebeing in effect when the taxes are paid. Valuation allowances are provided for a deferred tax asset when it is more likely than not that such asset will not be realized.

Management evaluates tax positions taken or expected to be taken in a tax return. The evaluation of a tax position includes a determination of whether a tax position should be recognized in the financial statements, and such a position should only be recognized if the Company determines that it is more likely than not that the tax position will be sustained upon examination by the tax authorities, based upon the technical merits of the position. For those tax positions that should be recognized, the measurement of a tax position is determined as being the largest amount of benefit that is greater than fifty percent likely of being realized upon ultimate settlement.

Stock-based compensation

The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

9Foreign currency translation

PENOLA INC.

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOVEMBER 30, 2012

(Unaudited)

Foreign Currency Translation

Foreign denominated monetary assets and liabilities are translated to their United States dollar equivalents using foreign exchange rates which prevailed at the balance sheet date. Expenses are translated at average rates of exchange during the period. Related translation adjustments are reported as a separate component of stockholders' equity, whereas gains or losses resulting from foreign currency transactions are included in results of operations.

~~Recent~~Exploration ~~Accounting~~stage ~~Pronouncements~~company

In October 2012, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The ~~amendments~~Company incomplies ~~this~~with ~~update~~ASC ~~cover~~915 ~~a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections~~ and ~~improvements~~Securities ~~to the Accounting Standards Codification~~ and ~~conforming~~Exchange ~~amendments~~Commission ~~related~~Act toGuide ~~fair~~7 ~~value measurements. The amendments in this update will be effective~~ for ~~fiscal~~its ~~periods~~characterization ~~beginning after December 15, 2012. The adoption~~ of ~~ASU~~the ~~2012-04~~Company isas ~~not~~an ~~expected~~Exploration tostage ~~have a material impact on our financial position or results of operations~~enterprise.

InRecent ~~August~~accounting 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.pronouncements

In ~~July~~February ~~2012~~2013, the ~~FASB~~Financial ~~issued~~Accounting ~~ASU~~Standards ~~2012-02,~~Board ~~“Intangibles – Goodwill and Other~~ (~~Topic 350~~FASB): ~~Testing~~issued ~~Indefinite-Lived Intangible Assets for Impairment” in~~ Accounting Standards Update (ASU) No. ~~2012~~2013-02~~. This update amends ASU 2011-08~~, ~~Intangibles~~Comprehensive –Income ~~Goodwill and Other~~ (Topic ~~350~~220): ~~Testing~~Reporting ~~Indefinite-Lived~~of ~~Intangible~~Amounts ~~Assets~~Reclassified ~~for~~Out ~~Impairment~~of ~~and~~Accumulated ~~permits~~Other anComprehensive ~~entity~~Income, ~~first~~ to ~~assess~~improve ~~qualitative~~the ~~factors~~transparency toof ~~determine~~reporting ~~whether~~these itreclassifications. isOther ~~more~~comprehensive ~~likely~~income ~~than~~includes ~~not~~gains ~~that~~and anlosses ~~indefinite-lived~~that ~~intangible~~are ~~asset~~initially isexcluded ~~impaired~~from asnet aincome ~~basis~~ for ~~determining~~an ~~whether~~accounting itperiod. isThose ~~necessary~~gains toand ~~perform~~losses ~~the~~are ~~quantitative~~later ~~impairment~~reclassified ~~test~~out inof ~~accordance~~accumulated ~~with~~other ~~Subtopic~~comprehensive ~~350-30,~~income ~~Intangibles~~into -net ~~Goodwill and Other - General Intangibles Other than Goodwill~~income. The amendments ~~are~~in ~~effective~~the ~~for~~ASU ~~annual~~do ~~and~~not ~~interim~~change ~~impairment~~the ~~tests~~current ~~performed~~requirements for ~~fiscal~~reporting ~~years~~net ~~beginning~~income ~~after~~or ~~September~~other ~~15,~~comprehensive ~~2012.~~income ~~Early~~in ~~adoption~~financial isstatements. ~~permitted,~~All ~~including~~of ~~for~~the ~~annual~~information ~~and~~that ~~interim~~this ~~impairment~~ASU ~~tests~~requires ~~performed~~already asis ofrequired ato ~~date~~be ~~before~~disclosed ~~July~~elsewhere ~~27,~~in ~~2012,~~the ~~if a public entity’s~~ financial statements ~~for~~under ~~the~~U.S. ~~most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance~~GAAP. The ~~adoption~~new ofamendments ~~ASU~~will ~~2012-02~~require isan ~~not~~organization ~~expected~~ to ~~have a material impact on our financial position or results of operations.~~:

~~In December 2011, the FASB issued ASU 2011~~-~~12,~~ ~~“Deferral~~Present of(either ~~the~~on ~~Effective Date for Amendments to~~ the ~~Presentation~~face of ~~Reclassifications~~the ofstatement ~~Items~~where ~~out~~net ofincome ~~Accumulated~~is ~~Other~~presented ~~Comprehensive~~or ~~Income”~~ in ~~Accounting~~the ~~Standards~~notes) ~~Update~~the ~~No.~~effects ~~2011-05.~~on ~~This~~the ~~update~~line ~~defers~~items ~~the~~of ~~requirement~~net toincome ~~present~~of ~~items~~significant ~~that~~amounts ~~are~~ reclassified ~~from~~out of accumulated other comprehensive income to- ~~net~~but ~~income~~only inif ~~both~~ the ~~statement~~item ofreclassified ~~income where net income~~ is ~~presented~~required ~~and~~under ~~the statement where other comprehensive income is presented~~U.S. ~~The~~GAAP ~~adoption~~to ofbe ~~ASU~~reclassified ~~2011-12 is not expected~~ to ~~have~~net aincome ~~material~~in ~~impact~~its onentirety ~~our~~in ~~financial~~the ~~position~~same orreporting ~~results~~period; ~~of operations.~~and

Cross-reference to other disclosures currently required under U.S. GAAP for other reclassification items (that are not required under U.S. GAAP) to be reclassified directly to net income in their entirety in the same reporting period. This would be the case when a portion of the amount reclassified out of accumulated other comprehensive income is initially transferred to a balance sheet account (e.g., inventory for pension-related amounts) instead of directly to income or expense.

~~PENOLA~~The ~~INC~~amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

~~(An~~In ~~Exploration~~January ~~Stage~~2013, ~~Company~~the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

~~NOTES~~In TOOctober ~~THE~~2012, ~~FINANCIAL~~the ~~STATEMENTS~~FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

~~NOVEMBER~~In 30August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (~~Unaudited~~Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 has not had a material impact on our financial position or results of operations.

~~Recent Accounting Pronouncements (Continued)~~11

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU No. 2011-11 “Balance Sheet: Disclosures about Offsetting Assets and Liabilities” (“ASU 2011-11”). This Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position. The objective of this disclosure is to facilitate comparison between those entities that prepare their financial statements on the basis of U.S. GAAP and those entities that prepare their financial statements on the basis of IFRS. The amended guidance is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. The Company is currently evaluating the impact, if any, that the adoption of this pronouncement may have on its results of operations or financial position.

~~NOTE~~ 3. Related –Party ~~MINERAL PROPERTY~~Transactions

OnIn ~~July~~a 6prior year, ~~2010~~ the Company ~~entered~~issued ~~into~~2,000,000 ancommon ~~Option~~shares ~~Agreement~~at to$0.001 ~~acquire~~per ashare ~~100%~~to ~~undivided~~the ~~legal,~~Company's ~~beneficial~~President ~~and~~for ~~register-able~~cash ~~interest~~proceeds inof an$2,000. The ~~Exploration~~Company ~~License~~owed E$34,845 ~~80/3757~~and ~~located~~$34,446 into ~~Halls~~the ~~Creek~~president ~~Shire~~and inthe ~~Western~~director ~~Australia. The~~of ~~option~~the ~~period~~Company is for ~~two~~funds ~~years~~advanced ~~from~~as ~~the~~of ~~effective~~May ~~date~~31, of2013 ~~the~~and ~~Agreement. Initial~~February ~~cash~~28, ~~consideration~~2013 isrespectively. Interest ~~AUD~~of $~~7,000~~693 ~~(paid)~~was ~~upon~~imputed ~~signing~~for the ~~agreement. The~~three ~~exercise~~months ~~price~~ended ofMay ~~the~~31, ~~option~~2013 isand ~~AUD~~$~~200~~1,~~000~~428 ~~cash~~was atimputed ~~the~~for ~~time~~ the ~~notice~~year ofended ~~exercise~~February of28, ~~option~~2013. This amount is ~~sent~~unsecured, tobears ~~the~~no ~~Owner~~interest and is payable on demand.

At November 30, 2012, the accumulated costs totalled $7,703. These costs have been expensed in a prior period.

NOTE 4 – RELATED PARTY TRANSACTIONS

In the prior year, the Company issued 2,000,000 common shares at $0.001 per share to the Company's President for cash proceeds of $2,000. The Company owed $18,907 and $7,169 to the president and the director of the Company for funds advanced as of November 30, 2012 and February 29, 2012 respectively. Interest of $1,028 was imputed for the nine months ended November, 2012 and $189 was imputed for the year ended February, 29, 2012. This amount is unsecured, bears no interest and is payable on demand.

Related party transactions are measured at the exchange amount which is the amount agreed upon by the related parties.

~~NOTE~~4. Subsequent ~~5 - SUBSEQUENT EVENTS~~Event

~~The~~In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through to the date of issuance of the unaudited interim financial ~~and~~statements. ~~has~~During ~~determined~~this ~~there~~period, ~~are~~the ~~none~~Company todid benot ~~disclosed~~have any material recognizable subsequent events.

1112

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

The following information should be read in conjunction with (i) the condensed consolidated financial statements of Penola Inc., a Nevada corporation and development stage company, and the notes thereto appearing elsewhere in this Form 10-Q together with (ii) the more detailed business information and the February 2928, ~~2012~~2013 audited financial statements and related notes included in the Company’s most recent Annual report on Form 10-K, as amended (File No. ~~333~~000-~~175529~~54901; the Form 10-K), for the year ended February 2928, ~~2012~~2013, as filed with the SEC on May 3031, ~~2012~~2013. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements.

OVERVIEW

Penola Inc. (the “Company” or “we”) was incorporated in the State of Nevada on May 7, 2010 and has a fiscal year end of February 28. It is an exploration-stage Company.

Going Concern

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we complete the financing described in our Registration Statement on Form S-1, as amended (File No. 333-175529), declared effective by the SEC on November 15, ~~2011~~2012 and implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed primarily from the proceeds of share subscriptions. From our inception to ~~November~~May 3031, ~~2012~~2013, we raised a total of $31,000 from private offerings of our common stock.

The Company plans to raise additional funds through debt or equity offerings. There is no guarantee that the Company will be able to raise any capital through this or any other offerings.

CRITICAL ACCOUNTING POLICIES

The discussion and analysis of our financial condition and results of operations are based on our condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”). The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates based on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. We have identified the policies below as critical to our business operations and to the understanding of our financial results:

1213

Basis of presentation

These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

Cash and cash equivalents

Use of estimates and assumptions

Mineral property costs

~~Loss~~Basic and diluted net income (loss) per common share

~~Comprehensive Loss~~14

Comprehensive loss

For all periods presented, the Company has no items that represent a comprehensive loss and, therefore, has not included a statement of comprehensive loss in these financial statements.

Financial instruments

The fair value of the Company’s financial instruments consisting of cash, accounts payable, and amounts due to related party approximate their carrying values due to the immediate or short-term maturity of these financial instruments.. The Company operates in Australia and therefore is exposed to foreign exchange risk. It is management's opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.

Fair value of financial instruments

Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 3 inputs to the valuation methodology are unobservable and significant to the fair measurement.

The following table presents the Company’s assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of May 31, 2013 and February 28, 2013:

Level 1

Level 2

Level 3

May 31, 2013

February 28, 2013

Income taxes

Stock-based compensation

The Company has not adopted a stock option plan and therefore has not granted any stock options. Accordingly, no stock-based compensation has been recorded to date.

Foreign ~~Currency~~currency ~~Translation~~translation

~~Recent~~Exploration ~~Accounting~~stage ~~Pronouncements~~company

Recent accounting pronouncements

In February 2013, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other comprehensive income includes gains and losses that are initially excluded from net income for an accounting period. Those gains and losses are later reclassified out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for reporting net income or other comprehensive income in financial statements. All of the information that this ASU requires already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

Present (either on the face of the statement where net income is presented or in the notes) the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income - but only if the item reclassified is required under U.S. GAAP to be reclassified to net income in its entirety in the same reporting period; and

The amendments apply to all public and private companies that report items of other comprehensive income. Public companies are required to comply with these amendments for all reporting periods (interim and annual). The amendments are effective for reporting periods beginning after December 15, 2012, for public companies. Early adoption is permitted. The adoption of ASU No. 2013-02 is not expected to have a material impact on our financial position or results of operations.

In January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions are subject to the offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the scope of the disclosure requirements under ASU 2011-11 was overly broad and imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of the offsetting disclosures, the Board determined that it could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the most significant presentation differences between financial statements prepared in accordance with U.S. GAAP and those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to have a material impact on our financial position or results of operations.

In October 2012, the FASB issued Accounting Standards Update ASU 2012-04, “Technical Corrections and Improvements” in Accounting Standards Update No. 2012-04. The amendments in this update cover a wide range of Topics in the Accounting Standards Codification. These amendments include technical corrections and improvements to the Accounting Standards Codification and conforming amendments related to fair value measurements. The amendments in this update will be effective for fiscal periods beginning after December 15, 2012. The adoption of ASU 2012-04 is not expected to have a material impact on our financial position or results of operations.

In August 2012, the FASB issued ASU 2012-03, “Technical Amendments and Corrections to SEC Sections: Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin (SAB) No. 114, Technical Amendments Pursuant to SEC Release No. 33-9250, and Corrections Related to FASB Accounting Standards Update 2010-22 (SEC Update)” in Accounting Standards Update No. 2012-03. This update amends various SEC paragraphs pursuant to the issuance of SAB No. 114. The adoption of ASU 2012-03 is not expected to have a material impact on our financial position or results of operations.

In July 2012, the FASB issued ASU 2012-02, “Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-02. This update amends ASU 2011-08, Intangibles – Goodwill and Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment and permits an entity first to assess qualitative factors to determine whether it is more likely than not that an indefinite-lived intangible asset is impaired as a basis for determining whether it is necessary to perform the quantitative impairment test in accordance with Subtopic 350-30, Intangibles - Goodwill and Other - General Intangibles Other than Goodwill. The amendments are effective for annual and interim impairment tests performed for fiscal years beginning after September 15, 2012. Early adoption is permitted, including for annual and interim impairment tests performed as of a date before July 27, 2012, if a public entity’s financial statements for the most recent annual or interim period have not yet been issued or, for nonpublic entities, have not yet been made available for issuance. The adoption of ASU 2012-02 ishas not ~~expected~~had ~~to have~~ a material impact on our financial position or results of operations.

In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income” in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 is not expected to have a material impact on our financial position or results of operations.17

14In December 2011, the FASB issued ASU 2011-12, “Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05. This update defers the requirement to present items that are reclassified from accumulated other comprehensive income to net income in both the statement of income where net income is presented and the statement where other comprehensive income is presented. The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.

PLAN OF OPERATION

Our plan of operation for the twelve months following the date of filing of this Form 10-Q is to complete the first and second of the three phases of the exploration program on our prospects. In addition to the $210,508 we anticipate spending for the first two phases of the exploration program as outlined below, we anticipate spending an additional $12,508 on general and administration expenses including fees payable in connection with the filing of our registration statement and complying with reporting obligations, and general administrative costs. Total expenditures over the next 12 months are therefore expected to be approximately $223,016. We will experience a shortage of funds prior to funding and we may utilize funds from our president, however they have no formal commitment, arrangement or legal obligation to advance or loan funds to the company.

Phase 1

·	Collection, purchase and collation of all relevant geological, geophysical and mining data available;

·	Re-interpretation of available geophysics to determine location of possible mineralized shears and faults; and

·	Field mapping and rock chip sampling of the license.

Phase 2

·	Soil sampling of any significant areas highlighted in Phase 1; and

·	Ground geophysics of targets generated by the re-interpretation of available geophysical data.

Phase 3

·	Drilling of any significant targets generated during Phase 2 work.

Proposed Work	~~Amount~~	Amount	~~Cost ($AUD)~~	Cost ($AUD)
PHASE 1
Data Collection			$	~~5,000.00~~$	5,000.00
Re-Interpretation of Geophysical Data			$	~~10,000.00~~$	10,000.00
Field Mapping	~~5 days @ $500~~	5 days @ $500	$	~~2,500.00~~$	2,500.00
Sampling	~~50 samples @ $30~~	50 samples @ $30	$	~~1,500.00~~$	1,500.00
Travel & Accommodation	~~5 days @ $300~~	5 days @ $300	$	~~1,500.00~~$	1,500.00
Report	~~1.5 days @ $1,000~~	1.5 days @ $1,000	$	~~1,500.00~~$	1,500.00
Administration	~~15% of costs~~	15 % of costs	$	~~3,300.00~~$	3,300.00
			$	~~25,300.00~~$	25,300.00
PHASE 2
Soil Sampling	~~5 days @ $750~~	5 days @ $750	$	~~3,750.00~~$	3,750.00
Assaying	~~150 samples @ $20~~	150 samples @ $20	$	~~3,000.00~~$	3,000.00
Ground Geophysics			$	~~65,000.00~~$	65,000.00
Report	~~1.5 days @ $1,000~~	1.5 days @ $1,000	$	~~1,500.00~~$	1,500.00
Administration	~~15% of costs~~	15 % of costs	$	~~10,987.50~~$	10,987.50
			$	~~84,237.50~~$	84,237.50
PHASE 2
Drilling	~~1,000 meters @ $50~~	1,000 meters @ $50	$	~~50,000.00~~$	50,000.00
Assaying	~~1,000 meters @ $30~~	1,000 meters @ $30	$	~~30,000.00~~$	30,000.00
Supervision	~~7 days @ $600~~	7 days @ $600	$	~~4,200.00~~$	4,200.00
Travel & Accommodation	~~7 days @ $300~~	7 days @ $300	$	~~2,100.00~~$	2,100.00
Report	~~1.5 days @ $1,000~~	1.5 days @ $1,000	$	~~1,500.00~~$	1,500.00
Administration	~~15% of costs~~	15 % of costs	$	~~13,170.00~~$	13,170.00
			$	~~100,970.00~~$	100,970.00
TOTAL			$	~~210,507.50~~$	210,507.50

15We plan to commence Phase 1 of the exploration program on the prospects in the fall of 2013. We expect this phase to take 7 days to complete and an additional one to two months for the geologist to prepare his report. The above program costs are management’s estimates based upon the recommendations of the consulting geologist’s report and the actual project costs may exceed our estimates. To date, we have not commenced exploration.

We plan to commence Phase 1 of the exploration program on the prospects in the spring of 2013. We expect this phase to take 7 days to complete and an additional one to two months for the geologist to prepare his report. 19

The above program costs are management’s estimates based upon the recommendations of the consulting geologist’s report and the actual project costs may exceed our estimates. To date, we have not commenced exploration.

Following Phase 1 of the exploration program, if it proves successful in identifying mineral deposits, we intend to proceed with Phase 2 of our exploration program. Management will rely on the consulting geologist’s recommendations in making a decision to proceed with Phase 2. Subject to the results of Phase 1, we anticipate commencing with Phase 2 in the spring of 2013. We will require additional funding to commence with Phase 1 work on the prospects; we have no current plans on how to raise the additional funding. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with any work after the first phase of the exploration program.

We are a party to a Mineral Property Option Agreement whereby we have the right to acquire a 100% interest in Exploration License E 80/3757 located in the Murchison Mineral field Halls Creek Shire, in the Kimberly region of Western Australia and known as the Halls Creek Property. It is only under this option agreement that we potentially have any right to explore for mineralized material. This option agreement requires us to pay an exercise price of AUD$200,000 (approximately US$208,840) cash, in order for us to have the right to explore for mineralized materials in the area covered by Exploration License E 80/3757. Prior to the expiration of our option under the Mineral Property Option Agreement on July 7, 2012, George Lee, the licensor, granted us an extension until July 6, 2014, to negotiate another option agreement with him or amendment to the current agreement.

If we fail to pay the exercise price, we will not have the right to conduct exploration activities at all. Currently, we do not have sufficient funds to pay the exercise price. We cannot provide investors with any assurance that we will be able to raise sufficient funds pay the $208,840 exercise price, and we have no current plans on how to raise the additional funding.

In terms of exploratory work we will be able to conduct before we exercise the option, we anticipate completing Phases 1 and 2 of our Plan of Operation, subject to our ability to raise sufficient funds to complete Phases 1 and 2, and depending on the results of Phases 1 and 2, commencement of drilling of any significant targets generated during Phase 2 work.

We will require additional funding to proceed with Phases 1 and 2; we have no current plans on how to raise the additional funding. We have no current plans on how to raise the additional funding. We cannot provide any assurance that we will be able to raise sufficient funds to proceed with any work after the first two phases of the exploration program.

Results of Operations

Three –-Month Periods Ended ~~November~~May 3031, ~~2012~~2013 and ~~2011~~2012, ~~Nine –Month Periods Ended November 30, 2012~~ and ~~2011 and~~ the Period from May 7, 2010 (Inception) to ~~November~~May 3031, ~~2012~~2013.

We recorded no revenues for the three-months ended ~~November~~May 3031, ~~2012. For~~2013 ~~the~~or ~~nine months ended November 30,~~ 2012~~, we also recorded no revenues~~. From the period of May 7, 2010 (inception) to ~~November~~May 3031, ~~2012~~2013, we also recorded no revenues.

Office and general expenses were $~~187~~337, ~~and~~$3,000 noof professional fees were incurred for the three months ending ~~November~~May 3031, ~~2012~~2013, and interest expense was $693. For the three months ending ~~November~~May 3031, ~~2011~~2012, office and general expenses were $14,~~104~~080, ~~and~~ professional fees were $213,~~246~~000, and interest expense was $292.

16For the period from May 7, 2010 (Inception) to May 31, 2013, office and general expenses were $15,343, professional fees were $35,621, and mining costs were $7,703.

~~Office~~From ~~and general expenses were $6,660, and professional fees were $4,200 for~~ the ~~nine~~period ~~months~~of ~~ending~~May ~~November 30~~7, ~~2012. For~~2010 ~~the~~(inception) ~~nine~~to ~~months~~May ~~ending November 30~~31, ~~2011~~2013, ~~office~~we ~~and~~incurred ~~general~~a ~~expenses~~net ~~were~~loss of $158,~~953~~667 and ~~professional~~an ~~fees~~accumulated ~~were~~deficit of $2460,~~246~~997.

~~For the period from May 7, 2010 (Inception) to November 30, 2012, office and general expenses were $9,409 and professional fees were $31,421.~~20

From the period of May 7, 2010 (inception) to November 30, 2012, we incurred operating expenses of $48,533.

Liquidity and Capital Resources

At ~~November~~May 3031, ~~2012~~2013, we had a cash balance of $~~3,449~~337. We do not have sufficient cash on hand to commence Phase 1 of our exploration program or to fund our ongoing operational expenses beyond 12 months. We will need to raise funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the Claims and our business will fail.

Subsequent Events

None through date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 3.

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were ~~not~~ effective as of ~~November~~May 3031, ~~2012~~2013.

There were no changes in the Company’s internal controls over financial reporting during the most recently completed fiscal quarter that have materially affected or are reasonably likely to materially affect the Company’s internal control over financial reporting.

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

The Company is not currently subject to any legal proceedings. From time to time, the Company may become subject to litigation or proceedings in connection with its business, as either a plaintiff or defendant. There are no such pending legal proceedings to which the Company is a party that, in the opinion of management, is likely to have a material adverse effect on the Company’s business, financial condition or results of operations.

ITEM 1A. RISK FACTORS

As a smaller reporting company (as defined in Rule 12b-2 of the Exchange Act), we are not required to provide the information called for by this Item 1A.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

(10)	Exhibits required by Item 601 of Regulation SK.

Number		Description

3.1		Articles of Incorporation*

3.2		Bylaws*

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

___________________

*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-175529), as filed with the Securities and Exchange Commission on July 13, 2011.

** XBRL (Extensible Business Reporting Language) information is furnished and not filed or a part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.

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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.

	PENOLA INC.
	(Name of Registrant)
Date: January 14, 2013	By:	/s/ Lena Gencarelli
Date: July 19, 2013	By:	/s/ Lena Gencarelli
		Name: Lena Gencarelli
		Title: President and Chief Executive Officer (principal financial officer and principal accounting officer)

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EXHIBIT INDEX

Number		Description

3.1		Articles of Incorporation*

3.2		Bylaws*

31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS **		XBRL Instance Document

101.SCH **		XBRL Taxonomy Extension Schema Document

101.CAL **		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF **		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB **		XBRL Taxonomy Extension Label Linkbase Document

101.PRE **		XBRL Taxonomy Extension Presentation Linkbase Document

___________________

*Filed and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-175529), as filed with the Securities and Exchange Commission on July 13, 2011.

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