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, ~~2013~~2014

o¨ 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. 000-54901

PENOLA INC. (Exact name of registrant as specified in its charter)

(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 (~~Former~~1) ~~name,~~has ~~former~~filed ~~address~~all ~~and~~reports ~~former~~required ~~fiscal~~to ~~year~~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 has submitted electronically and posted on its corporate Web site, if ~~changed~~any, ~~since~~every ~~last~~Interactive ~~report~~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 ¨ 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 PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

~~PROCEEDINGS~~Indicate ~~DURING~~by ~~THE~~check ~~PRECEDING~~mark ~~FIVE~~whether ~~YEARS:~~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 ¨ No ¨

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~November~~May 3031, ~~2013~~2014, 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, ~~2013~~2014

INDEX

Index			Page	~~Page~~
Part I.	Financial Information
Part I. Financial Information
Item 1.	~~Item~~Financial 1.Statements	~~Financial Statements~~	4
		Balance Sheets as of November 30, 2013 (unaudited) and February 28, 2013.			4
	Balance Sheets as of May 31, 2014 (unaudited) and February 28, 2014.			5
		Statements of Operations for the three months ended November 30, 2013 and 2012 (unaudited), for the nine months ended November 30, 2013 and 2012 (unaudited), and for the period from May 7, 2010 (Inception) to November 30, 2013 (unaudited).			5
	Statements of Operations for the three months ended May 31, 2014 and 2013 (unaudited), and for the period from May 7, 2010 (Inception) to May 31, 2014 (unaudited).			6
		Statements of Cash Flows for the nine months ended November 30, 2013 and 2012 (unaudited), and the period from May 7, 2010 (Inception) through November 30, 2013 (unaudited).			6
	Statements of Cash Flows for the three months ended May 31, 2014 and 2013 (unaudited), and the period from May 7, 2010 (Inception) through May 31, 2014 (unaudited).			7
	Notes to Financial Statements (unaudited).	~~Notes to Financial Statements (unaudited).~~		8	7
Item 2.	~~Item~~Management’s 2Discussion and Analysis of Financial Condition and Results of Operations.	~~Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~		13	13
Item 3.	~~Item~~Quantitative 3and Qualitative Disclosures About Market Risk.	~~Quantitative and Qualitative Disclosures About Market Risk.~~		18	20
Item 4.	~~Item~~Controls 4and Procedures.	~~Controls and Procedures.~~		18	20
Part II.	Other Information
Part II. Other Information
Item 1.	~~Item~~Legal 1Proceedings.	~~Legal Proceedings.~~		19	21
Item 1A.	~~Item~~Risk 1AFactors.	~~Risk Factors.~~		19	21
Item 2.	~~Item~~Unregistered 2Sales of Equity Securities and Use of Proceeds.	~~Unregistered Sales of Equity Securities and Use of Proceeds.~~		19	21
Item 3.	~~Item~~Defaults 3Upon Senior Securities.	~~Defaults Upon Senior Securities.~~		19	21
Item 4.	~~Item~~Mine 4Safety Disclosures.	~~Mine Safety Disclosures.~~		19	21
Item 5.	~~Item~~Other 5Information.	~~Other Information.~~		19	21
Item 6.	~~Item 6~~Exhibits.	~~Exhibits.~~		20	22
Signatures				21	23

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, 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) BALANCE SHEETS (Unaudited)~~

	November 30, 2013 (Unaudited) - $ -			February 28, 2013 - $ -
ASSETS
Current
Cash		324			10,740
TOTAL ASSETS		324			10,740
LIABILITIES
Current
Accounts payable and accrued liabilities		-			625
Due to related parties		38,265			34,446
TOTAL LIABILITIES		38,265			35,071
STOCKHOLDERS’ 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		31,663			29,457
Deficit accumulated during the exploration stage		(72,764	)		(56,948	)
TOTAL STOCKHOLDERS’ DEFICIT		(37,941	)		(24,331	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		324			10,740

(An Exploration Stage Company)

–FINANCIAL ~~See Accompanying Notes –~~STATEMENTS

4MAY 31, 2014

~~PENOLA INC. (An Exploration Stage Company) STATEMENTS OF OPERATIONS (Unaudited)~~4

	Three months ended November 30, 2013 - $ -			Three months ended November 30, 2012 - $ -			Nine months ended November 30, 2013 - $ -			Nine months ended November 30, 2012 - $ -			May 7, 2010 (Inception) to November 30, 2013 - $ -
Office and general		338			187			6,060			6,660			21,065
Professional fees		-			-			7,551			4,200			40,173
Mining costs		-			-			-			-			7,703
Total expenses		338			187			13,611			10,860			68,941
Interest expense		820			-			2,206			-			3,823
NET LOSS		1,158			187			15,817			10,860			72,764
Basic and diluted loss per share		(0.00	)		(0.00	)		(0.01	)		(0.00	)
Weighted average number of common shares outstanding		3,160,000			3,160,000			3,160,000			3,160,000

PENOLA INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Unaudited)

– See Accompanying Notes –

	May 31, 2014 (Unaudited) - $ -			February 28, 2014 (Audited) - $ -

ASSETS
Current
Cash		2,360			1,336
TOTAL ASSETS		2,360			1,336

LIABILITIES
Current
Accounts payable and accrued liabilities		997			997
Due to related party		53,289			46,265
TOTAL LIABILITIES		54,286			47,262

STOCKHOLDERS’ 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
(November 26, 2014 - 3,160,000)
Additional paid up capital		33,522			32,488
Deficit accumulated during the exploration stage		(88,608	)		(81,574	)
TOTAL STOCKHOLDERS’ DEFICIT		(51,926	)		(45,926	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		2,360			1,336

5– See Accompanying Notes –

~~PENOLA INC. (An Exploration Stage Company) STATEMENTS OF CASH FLOWS (Unaudited)~~5

	Nine months ended November 30, 2013 (Unaudited) - $ -			Nine months ended November 30, 2012 (Unaudited) - $ -			Period from May 7, 2010 (Inception) to November 30, 2013 (Unaudited) - $ -
Cash Flows From Operating Activities
Net loss		(15,817	)		(10,860	)		(72,764	)
Impairment of mining costs		-						7,703
Imputed interest expense		2,206			1,029			3,823
Net change in non-cash working capital balances:
Accounts payable and accruals		(625	)		858			-
Net cash provided by (used in) operations		(14,236	)		(8,973	)		(61,238	)
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		3,820			11,738			38,265
Net cash provided by financing activities		3,820			11,738			69,265
Increase (Decrease) In Cash		(10,416	)		2,765			324
Cash, beginning		10,740			684			-
Cash, ending		324			3,449			324
Supplementary Cash Flow Information:
Cash paid for:
Interest		-			-			-
Income taxes		-			-			-

PENOLA INC.

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

– See Accompanying Notes –

	Three months ended May 31, 2014 (Unaudited) - $ -			Three months ended May 31, 2013 (Unaudited) - $ -			Period from May 7, 2010 (Inception) to May 31, 2014 - $ -
Expenses
Office and general		3,000			337			28,150
Professional fees		3,000			3,000			47,073
Mining costs		-			-			7,703
Total expenses		6,000			3,337			82,926
Interest expense		1,034			693			5,682
NET LOSS		7,034			4,030			88,608

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

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

6– See Accompanying Notes –

~~PENOLA INC.~~6

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

NOTES TO THE FINANCIAL STATEMENTS

	Three months ended May 31, 2014 (Unaudited) - $ -			Three months ended May 31, 2013 (Unaudited) - $ -			Period from May 7, 2010 (Inception) to May 31, 2014 (Unaudited) - $ -
Cash Flows From Operating Activities
Net loss		(7,034	)		(4,030	)		(88,608	)
Impairment of mining costs					-
Imputed interest expense		1,034			693			5,682
Net change in non-cash working capital balances:
Accounts payable and accruals		-			-			997
Net cash provided by (used in) operations		(6,000	)		(3,337	)		(81,929	)

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		-			-			36,682
Due to related party		7,024			400			55,310
Net cash provided by financing activities		7,024			400			91,992

Increase (Decrease) In Cash		1,024			(2,937	)		2,360

Cash, beginning		1,336			10,740
Cash, ending		2,360			7,803			2,360

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

~~NOVEMBER 30,~~- ~~2013~~See Accompanying Notes -

~~(Unaudited)~~7

~~1. NATURE~~PENOLA ~~OF OPERATIONS AND BASIS OF PRESENTATION~~INC.

~~Penola Inc.~~ (~~the~~An ~~“Company”)~~Exploration ~~was~~Stage ~~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~~NOTES ~~Interim~~TO ~~Financial~~THE ~~Statements~~FINANCIAL STATEMENTS

~~These~~MAY ~~unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However~~31, 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 28, 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 months ended November 30, 2013 are not necessarily indicative of the results that may be expected for the year ending February 28, 2014.

~~Going Concern~~(Unaudited)

~~These financial statements have been prepared on a going concern basis~~1. ~~The~~NATURE ~~Company~~OF ~~has~~OPERATIONS ~~incurred~~AND ~~losses~~BASIS ~~since~~OF inception resulting in an accumulated deficit of $72,764 at November 30, 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.PRESENTATION

~~Management~~Penola ~~has~~Inc. ~~plans~~(the to“Company”) ~~seek~~was ~~additional~~incorporated ~~capital~~in ~~through~~the aState ~~private~~of ~~placement~~Nevada ofon ~~its~~May ~~common~~7, ~~stock~~2010, orand ~~further~~its ~~director~~year-end ~~loans~~is asFebruary ~~needed~~28. ~~These~~The ~~financial~~Company ~~statements~~is doan ~~not~~exploration ~~include~~stage ~~any~~company ~~adjustments relating to the recoverability~~ and ~~classification~~is ofcurrently ~~recorded~~seeking ~~assets,~~for ornew ~~the~~business ~~amounts of and classification of liabilities that might be necessary in the event the Company cannot continue~~opportunities.

~~2. SUMMARY~~Unaudited OFInterim ~~SIGNIFICANT~~Financial ~~ACCOUNTING POLICIES~~Statements

~~Basis~~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 28, 2014, 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 three months ended May 31, 2014 are not necessarily indicative of the results that may be expected for the year ending February 28, 2015.

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

7These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $88,607 at May 31, 2014 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.

~~Cash~~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 ~~cash~~classification ~~equivalents~~of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

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 November 30, 2013 or February 28, 2013, respectively.8

~~Use~~2. ofSUMMARY ~~estimates~~OF ~~and~~SIGNIFICANT ~~assumptions~~ACCOUNTING POLICIES

~~The~~Basis ~~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.presentation

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

~~The~~Cash ~~Company has been in the exploration stage since its formation on May 7, 2010~~ and ~~has~~cash 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.equivalents

~~Basic~~The ~~and~~Company ~~diluted~~considers ~~net~~all ~~income~~highly ~~(loss)~~liquid ~~per~~investments ~~common~~with ~~share~~an original maturity of three months or less to be cash equivalents. The Company had cash equivalents of $2,360 at May 31, 2014 and $1,336 at February 28, 2014.

~~The~~Use ~~Company computes net income (loss) per share in accordance with Financial Accounting Standards Codification (“ASC”) 260 “Earnings Per Share” which requires presentation~~ of ~~both~~estimates ~~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. Diluted EPS gives effect to all dilutive potential common shares outstanding during the 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 number of shares assumed to be purchased from the 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.assumptions

~~Comprehensive~~The ~~loss~~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.

~~For~~Mineral ~~all~~property ~~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.~~costs

8The 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.

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

The ~~fair~~Company ~~value~~computes net income (loss) per share in accordance with Financial Accounting Standards Codification (“ASC”) 260 “Earnings Per Share” which requires presentation of ~~the~~both ~~Company’s~~basic ~~financial~~and ~~instruments~~diluted ~~consisting~~earnings per share (EPS) on the face of ~~cash,~~the ~~accounts~~income ~~payable,~~statement. ~~and~~Basic ~~amounts~~EPS ~~due~~is computed by dividing income (loss) available to ~~related~~common ~~party~~stockholders ~~approximate~~(numerator) ~~their~~by ~~carrying~~the ~~values~~weighted ~~due~~average number of common shares outstanding (denominator) for the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the ~~immediate~~period orincluding ~~short-term~~stock ~~maturity~~options, ofusing ~~these~~the ~~financial~~treasury ~~instruments~~stock method, and convertible preferred stock, using the if-converted method. ~~The~~In ~~Company~~computing ~~operates~~diluted inEPS, ~~Australia~~the ~~and~~average ~~therefore~~stock price for the period is ~~exposed~~used in determining the number of shares assumed to ~~foreign~~be ~~exchange~~purchased ~~risk~~from the exercise of stock options or warrants. ItDiluted isEPS ~~management's~~excludes ~~opinion~~all ~~that~~dilutive potential common shares if their effect is anti-dilutive. Because the Company isdoes not ~~exposed~~have toany ~~significant~~potentially ~~interest~~dilutive orsecurities, ~~credit~~diluted ~~risks~~loss ~~arising~~per ~~from~~share ~~these~~is ~~financial~~equal ~~instruments~~to the basic loss per share.

~~Fair~~Comprehensive ~~value of financial instruments~~loss

~~The~~For ~~Company~~all ~~adopted~~periods ~~ASC~~presented, ~~820~~the ~~“Fair~~Company ~~Value~~has ~~Measurements”.~~no ~~ASC~~items ~~820~~that ~~defines~~represent ~~fair value, establishes~~ a ~~three-level~~comprehensive ~~valuation~~loss ~~hierarchy for disclosures of fair value measurement~~ and, ~~enhances~~therefore, ~~disclosure~~has ~~requirements~~not ~~for~~included ~~fair~~a ~~value~~statement ~~measures.~~of ~~The~~comprehensive ~~three~~loss ~~levels~~in ~~are~~these ~~defined~~financial ~~as follows:~~statements.

~~Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.~~9

~~Level~~Financial 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.instruments

~~Level~~The 3fair ~~inputs~~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 ~~valuation~~immediate ~~methodology~~or ~~are~~short-term ~~unobservable~~maturity of these financial instruments. The Company operates in Australia and ~~significant~~therefore is exposed to foreign exchange risk. It is management's opinion that the ~~fair~~Company ~~measurement~~is not exposed to significant interest or credit risks arising from these financial instruments.

~~The~~Fair ~~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~~financial ~~short period of time between the origination of such~~ instruments ~~and their expected realization and their current market rate of interest.~~

The ~~following~~Company ~~table~~adopted ~~presents~~ASC ~~the~~820 ~~Company’s~~“Fair ~~assets~~Value ~~and~~Measurements”. ~~liabilities~~ASC ~~within~~820 ~~the~~defines fair value, establishes a three-level valuation hierarchy ~~utilized~~for todisclosures ~~measure~~of fair value onmeasurement aand ~~recurring~~enhances ~~basis~~disclosure asrequirements ~~of November~~for ~~30,~~fair ~~2013~~value ~~and~~measures. ~~February~~The ~~28,~~three ~~2013~~levels are defined as follows:

Level 1

Level 2

Level 3

November 30, 2013

February 28, 2013

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

~~Income~~Level ~~taxes~~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.

~~Deferred~~Level ~~income~~3 ~~taxes~~inputs ~~are~~to ~~provided for tax effects of temporary differences between~~ the ~~tax~~valuation ~~basis~~methodology ofare ~~asset~~unobservable and ~~liabilities~~significant ~~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~~fair ~~rate expected to being in effect when the taxes are paid~~measurement. ~~Valuation allowances are provided for a deferred tax asset when it is more likely than not that such asset will not be realized.~~

9The 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.

~~Management evaluates tax positions taken or expected to be taken in a tax return.~~ The ~~evaluation~~following oftable apresents ~~tax position includes a determination of whether a tax position should be recognized in~~ the ~~financial~~Company’s ~~statements,~~assets and ~~such~~liabilities awithin ~~position should only be recognized if~~ the ~~Company~~fair ~~determines~~value ~~that~~hierarchy itutilized isto ~~more~~measure ~~likely~~fair ~~than~~value ~~not~~on ~~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~~recurring ~~position~~basis ~~is determined~~ as ~~being the largest amount~~ of ~~benefit~~May ~~that~~31, is2014 ~~greater~~and ~~than~~February ~~fifty~~28, ~~percent likely of being realized upon ultimate settlement.~~2014:

Stock-based compensation

Level 1

Level 2

Level 3

May 31, 2014

February 28, 2014

~~The~~Income ~~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.~~taxes

~~Foreign~~Deferred ~~currency~~income ~~translation~~taxes are provided for tax effects of temporary differences between the tax basis of 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 being 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.

~~Foreign~~Management ~~denominated~~evaluates ~~monetary~~tax ~~assets~~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 ~~liabilities~~such ~~are~~a ~~translated~~position toshould ~~their~~only ~~United~~be ~~States~~recognized ~~dollar~~if ~~equivalents~~the ~~using~~Company ~~foreign~~determines ~~exchange~~that ~~rates~~it ~~which~~is ~~prevailed~~more atlikely than not that the ~~balance~~tax ~~sheet~~position ~~date.~~will ~~Expenses~~be ~~are~~sustained ~~translated~~upon atexamination ~~average~~by ~~rates~~the oftax ~~exchange~~authorities, ~~during~~based upon the ~~period~~technical merits of the position. ~~Related~~For ~~translation~~those ~~adjustments~~tax ~~are~~positions ~~reported~~that asshould abe ~~separate~~recognized, ~~component~~the measurement of ~~stockholders'~~a ~~equity,~~tax ~~whereas~~position ~~gains~~is ordetermined ~~losses~~as ~~resulting~~being ~~from~~the ~~foreign~~largest ~~currency~~amount ~~transactions~~of ~~are~~benefit ~~included~~that inis ~~results~~greater than fifty percent likely of ~~operations~~being realized upon ultimate settlement.

~~Exploration stage company~~10

~~The~~Stock-based ~~Company complies with ASC 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as an Exploration stage enterprise.~~compensation

~~Recent~~The ~~accounting~~Company ~~pronouncements~~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.

InForeign ~~February~~currency 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:translation

-Foreign ~~Present~~denominated ~~(either~~monetary onassets ~~the~~and ~~face~~liabilities ofare ~~the~~translated ~~statement~~to ~~where~~their ~~net~~United ~~income~~States isdollar ~~presented~~equivalents orusing inforeign ~~the~~exchange ~~notes)~~rates ~~the~~which ~~effects~~prevailed onat the ~~line~~balance ~~items~~sheet ofdate. ~~net~~Expenses ~~income~~are oftranslated ~~significant~~at ~~amounts~~average ~~reclassified~~rates ~~out~~ of ~~accumulated~~exchange ~~other~~during ~~comprehensive~~the ~~income~~period. -Related ~~but~~translation ~~only~~adjustments ifare ~~the~~reported ~~item~~as ~~reclassified~~a isseparate ~~required~~component ~~under~~of ~~U.S.~~stockholders' ~~GAAP~~equity, towhereas begains ~~reclassified~~or tolosses ~~net~~resulting ~~income~~from inforeign ~~its~~currency ~~entirety~~transactions inare ~~the~~included ~~same~~in ~~reporting~~results ~~period;~~of ~~and~~operations.

-Exploration ~~Cross-reference~~stage 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.company

10The Company complies with ASC 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as an Exploration stage enterprise.

~~The~~Recent ~~amendments~~accounting 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.pronouncements

InNew ~~January~~accounting ~~2013,~~pronouncements ~~the~~are ~~FASB~~ issued ~~ASU~~by ~~No.~~the ~~2013-01,~~Financial ~~Balance~~Accounting ~~Sheet~~Standards ~~(Topic~~Board ~~210~~("FASB"): ~~Clarifying~~that ~~the Scope of Disclosures about Offsetting Assets and Liabilities, which clarifies which instruments and transactions~~ are ~~subject~~adopted ~~to the offsetting disclosure requirements originally established~~ by ~~ASU 2011-11. The new ASU addresses preparer concerns that~~ the ~~scope~~Company as of the ~~disclosure~~specified ~~requirements~~effective ~~under~~date. ~~ASU~~If ~~2011-11 was overly broad and imposed unintended costs that were~~ not ~~commensurate~~discussed ~~with~~below, ~~estimated~~management ~~benefits~~believes tothere ~~financial~~have ~~statement~~been ~~users.~~no Indevelopments ~~choosing~~ to ~~narrow~~recently ~~the~~issued ~~scope~~accounting ~~of the offsetting disclosures~~standards, ~~the~~including ~~Board~~expected ~~determined~~dates ~~that~~of itadoption ~~could make them more operable~~ and ~~cost~~estimated ~~effective~~effects ~~for~~on ~~preparers~~our ~~while still giving~~ financial ~~statement users sufficient information to analyze the most significant presentation differences between financial~~ statements, ~~prepared~~from ~~in accordance with U.S. GAAP and~~ those ~~prepared~~disclosed ~~under IFRSs. Like ASU 2011-11, the amendments~~ in ~~this~~our ~~update~~Annual ~~will~~Report ~~be effective for fiscal periods beginning~~ on, orForm ~~after January 1, 2013. The adoption of ASU 2013~~10-01K isfor ~~not~~the ~~expected~~year toended ~~have~~February a28, ~~material impact on our financial position or results of operations~~2014.

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.11

InChange 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.management

InEffective July ~~2012~~22, ~~the FASB issued ASU 2012-02~~2013, ~~“Intangibles – Goodwill and Other~~ (~~Topic 350~~a): ~~Testing~~Lena ~~Indefinite-Lived~~Gencarelli ~~Intangible~~resigned ~~Assets~~as ~~for~~the ~~Impairment”~~Company’s insole ~~Accounting~~director, ~~Standards~~and ~~Update No. 2012-02. This update amends ASU 2011-08~~president, ~~Intangibles – Goodwill~~ and ~~Other~~ (~~Topic 350~~b): ~~Testing~~Stuart ~~Indefinite-Lived~~Carnie ~~Intangible~~was ~~Assets~~appointed ~~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~~Company’s ~~impairment~~sole ~~test~~director ~~in accordance with Subtopic 350-30, Intangibles - Goodwill~~ and ~~Other - General Intangibles Other than Goodwill~~president. ~~The~~Effective ~~amendments~~May ~~are effective for annual and interim impairment tests performed for fiscal years beginning after September 15~~12, ~~2012. Early adoption is permitted~~2014, ~~including~~Stuart ~~for~~Carnie ~~annual~~resigned ~~and interim impairment tests performed~~ as ofthe ~~a date before July 27, 2012, if a public entity~~Company’s ~~financial~~sole ~~statements~~director ~~for~~and ~~the~~president ~~most~~and ~~recent~~Lena ~~annual~~Gencarelli orwas ~~interim~~reappointed ~~period~~as ~~have~~the ~~not~~Company’s ~~yet~~president ~~been~~and ~~issued~~sole ~~or,~~director. ~~for~~Effective ~~nonpublic~~June ~~entities~~12, ~~have~~2014 ~~not~~Lena ~~yet~~Gencarelli ~~been~~resigned ~~made~~as ~~available~~the ~~for~~Company’s ~~issuance.~~president ~~The~~and ~~adoption~~sole ofdirector ~~ASU~~and ~~2012-02~~Nicholas ~~has~~Soo ~~not~~was ~~had~~appointed aas ~~material~~the ~~impact~~Company’s onpresident ~~our~~and ~~financial~~sole ~~position or results of operations~~director.

113. Related Party Transactions

In ~~December~~a ~~2011~~prior year, the ~~FASB~~Company issued ~~ASU 2011-12~~2,000,000 ~~“Deferral~~common ofshares at $0.001 per share to the ~~Effective~~Company’s ~~Date~~President for ~~Amendments~~cash proceeds of $2,000. The Company owed $9,024 and $Nil to the ~~Presentation~~president ofand ~~Reclassifications~~the director of ~~Items~~the ~~out~~Company offor ~~Accumulated~~funds ~~Other~~advanced ~~Comprehensive~~as ~~Income~~of inMay ~~Accounting~~31, ~~Standards~~2014 ~~Update~~and ~~No.~~February ~~2011-05.~~28, ~~This~~2014 ~~update~~respectively. ~~defers~~In addition, the ~~requirement~~Company owed $44,265 and $46,265 to ~~present~~former ~~items~~presidents ~~that~~and ~~are~~former ~~reclassified~~directors ~~from~~of ~~accumulated~~the ~~other~~Company ~~comprehensive~~for ~~income~~funds toadvanced ~~net~~as ~~income~~of inMay ~~both~~31, ~~the~~2014, ~~statement~~and ofFebruary ~~income~~28, ~~where~~2014 ~~net~~respectively. ~~income~~Interest isof ~~presented~~$1,034 ~~and~~was imputed for the ~~statement~~three ~~where~~months ~~other~~ended ~~comprehensive~~May ~~income~~31, is2014, ~~presented.~~and ~~The~~$693 ~~adoption~~was ofimputed ~~ASU~~for ~~2011-12~~the ~~has~~three ~~not~~months ~~had~~ended aMay ~~material~~31, ~~impact~~2013. onThese ~~our~~amounts ~~financial~~are ~~position~~unsecured, orbear ~~results~~no ofinterest ~~operations~~and are payable on demand.

InRelated ~~December~~party ~~2011,~~transactions ~~the~~are ~~FASB~~measured ~~issued~~at 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~~exchange ofamount ~~those~~which ~~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~~amount ofagreed ~~U.S.~~upon ~~GAAP~~by ~~and those entities that prepare their financial statements on~~ the ~~basis~~related ~~of IFRS~~parties. 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.

~~Change~~4. inIncome ~~management~~Taxes

~~Effective~~At ~~July~~May 2231, ~~2013~~2014, ~~(a)~~the ~~Lena~~Company ~~Gencarelli~~has ~~resigned~~estimated astax ~~the~~loss ~~Company’s~~carry ~~sole~~forwards ~~director,~~for ~~and~~tax ~~President~~purpose of approximately $88,587, ~~and~~which ~~(b)~~expire ~~Stuart~~by ~~Carnie~~2030. ~~was~~These ~~appointed~~amounts may be applied against future taxable income. Future tax benefits which may arise as ~~the~~a ~~Company’s~~result ~~Chief~~of ~~Executive~~these ~~Officer~~losses ~~and~~have ~~Director~~not been recognized in these financial statements, as their realization has not been determined to be more likely than not to occur.

3The actual income tax provisions differ from the expected amounts calculated by applying the statutory income tax rate to the Company’s loss before income taxes. ~~Related~~ ~~Party~~The ~~Transactions~~components of these differences are as follows:

	November 30, 2013 - $-			February 28, 2013 - $-
	2014- $ -			2013- $ -
In a prior year, the Company issued 2,000,000 common shares at $0.001 per share to the Company’s former President and Director for cash		2,000			2,000
Net loss carry forward		88,607			55,256
Amount owing to the Company’s current President and Director for funds advanced		4,000			-
Statutory tax rate		34	%		34	%
Amount owing to the Company’s former President and Director for funds advanced		34,265			34,845
Expected recovery of income taxes at standard rates		26,705			18,879
Imputed interest		2,206			1,428
Change in valuation allowance		(26,705	)		(18,879	)
Income tax provision					-

~~The~~5. ~~amounts~~Subsequent ~~owing are unsecured, bear no interest and are payable on demand.~~Event

~~Related~~In ~~party~~accordance ~~transactions~~with ~~are~~ASC ~~measured~~855, atSubsequent Events, the ~~exchange~~Company ~~amount~~has ~~which~~evaluated issubsequent events through to the ~~amount~~date ~~agreed~~of ~~upon~~issuance byof the ~~related~~unaudited ~~parties~~interim financial statements. During this period, the Company did not have any material recognizable subsequent events.

~~4. Subsequent Event~~12

InITEM ~~accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through to the date of issuance of the unaudited interim financial statements~~2. ~~During~~MANAGEMENT’S ~~this~~DISCUSSION ~~period,~~AND ~~the~~ANALYSIS ~~Company~~OF ~~did~~FINANCIAL ~~not~~CONDITION ~~have~~AND ~~any~~RESULTS ~~material~~OF ~~recognizable subsequent events~~OPERATIONS.

12The following information should be read in conjunction with (i) the 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 28, 2014 audited financial statements and related notes included in the Company’s most recent Annual report on Form 10-K, as amended (File No. 000-54901; the Form 10-K), for the year ended February 28, 2014, as filed with the SEC on May 29, 2014. Statements in this section and elsewhere in this Form 10-Q that are not statements of historical or current fact constitute “forward-looking” statements

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

~~The~~Penola ~~following~~Inc. ~~information~~(the ~~should~~“Company” beor ~~read~~“we”) inwas ~~conjunction~~incorporated ~~with~~in ~~(i)~~ the ~~financial~~State ~~statements~~ of ~~Penola~~Nevada ~~Inc.,~~on aMay ~~Nevada~~7, ~~corporation~~2010 and ~~development~~has ~~stage~~a ~~company,~~fiscal ~~and~~year ~~the~~end ~~notes~~of ~~thereto~~February ~~appearing~~28. ~~elsewhere~~It inis ~~this~~an ~~Form 10~~exploration-Qstage ~~together~~Company. ~~with~~On ~~(ii)~~July ~~the~~6, ~~more~~2010, ~~detailed~~we ~~business~~purchased ~~information~~an ~~and~~option ~~the~~to ~~February~~acquire ~~28,~~a ~~2013~~100% ~~audited~~undivided ~~financial~~interest ~~statements~~in ~~and~~a ~~related~~mineral ~~notes~~claim ~~included~~known inas ~~the~~Exploration ~~Company’s~~License ~~most~~80/3757 ~~recent~~located ~~Annual~~in ~~report~~Halls onCreek ~~Form 10-K~~Shire, asin ~~amended~~the ~~(File~~Kimberly ~~No.~~region ~~000-54901;~~of Western Australia and known as the ~~Form~~Halls ~~10-K)~~Creek Property, for ~~the~~a ~~year~~price ~~ended~~of ~~February 28~~AUD$7,000 ~~2013~~(US$7,703). asThe ~~filed~~mineral ~~with~~claim underlying the ~~SEC~~option onwas ~~May~~granted ~~31,~~by ~~2013.~~the ~~Statements~~Department inof ~~this~~Mines ~~section~~ and ~~elsewhere~~Petroleum, inWestern ~~this~~Australia, ~~Form~~on ~~10-Q~~July ~~that~~16, ~~are~~2010. ~~not~~Our ~~statements~~option ofto ~~historical~~acquire orthe ~~current~~mineral ~~fact~~claim ~~constitute~~expired ~~“forward-looking”~~on ~~statements~~July 6, 2014.

~~OVERVIEW~~Going Concern

~~Penola~~To ~~Inc.~~date (the “Company” has no operations or “revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we”) ~~was~~implement ~~incorporated~~our ininitial ~~the~~business ~~State~~plan. The ability of ~~Nevada~~the Company to continue as a going concern is dependent on ~~May~~raising 7,capital ~~2010~~to ~~and~~fund ~~has~~our abusiness ~~fiscal~~plan ~~year~~and ~~end~~ultimately ofto ~~February~~attain 28profitable operations. ItAccordingly, isthese anfactors ~~exploration-stage~~raise substantial doubt as to the Company’s ability to continue as a going concern.

~~Going~~Our ~~Concern~~activities have been financed primarily from the proceeds of share subscriptions and related-party loans. From our inception to May 31, 2014, we raised a total of $31,000 from private offerings of our common stock. The Company owed $9,024 to the President and sole director of the Company for funds advanced as of May 31, 2014 and February 28, 2014 respectively. In addition, the Company owed $44,265 to the former president of the Company for funds advanced as of May 31, 2014.

ToThe ~~date the~~ Company ~~has~~plans noto ~~operations~~raise oradditional ~~revenues~~funds ~~and~~through ~~consequently~~debt ~~has~~or ~~incurred~~equity ~~recurring losses from operations~~offerings. NoThere ~~revenues~~is ~~are~~no ~~anticipated~~guarantee ~~until~~that ~~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, 2012 and implement our initial business plan. The ability of the Company towill ~~continue~~be asable ~~a going concern is dependent on raising capital~~ to ~~fund our business plan and ultimately to attain profitable operations. Accordingly, these factors~~ raise ~~substantial~~any ~~doubt~~capital asthrough tothis ~~the~~or ~~Company’s~~any ~~ability~~other ~~to continue as a going concern~~offerings.

~~Our~~CRITICAL ~~activities~~ACCOUNTING ~~have been financed primarily from the proceeds of share subscriptions. From our inception to November 30, 2013, we raised a total of $31,000 from private offerings of our common stock.~~POLICIES

The ~~Company~~discussion ~~plans~~and toanalysis ~~raise~~of ~~additional~~our ~~funds~~financial ~~through~~condition ~~debt~~and orresults ~~equity~~of ~~offerings~~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”). ~~There~~The ispreparation noof ~~guarantee~~these condensed consolidated financial statements requires us to make estimates and judgments that affect the ~~Company~~reported ~~will~~amounts beof ~~able~~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 ~~raise~~be ~~any~~reasonable ~~capital~~under ~~through~~the ~~this~~circumstances, orthe ~~any~~results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other ~~offerings~~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:

~~CRITICAL ACCOUNTING POLICIES~~13

~~The~~Basis ~~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:presentation

13These financial statements are presented in United States dollars and have been prepared in accordance with United States generally accepted accounting principles.

~~Basis~~Cash ofand ~~presentation~~cash equivalents

~~These~~The ~~financial~~Company ~~statements~~considers ~~are~~all ~~presented~~highly inliquid ~~United~~investments ~~States~~with ~~dollars~~an ~~and~~original ~~have~~maturity ~~been~~of ~~prepared~~three inmonths ~~accordance~~or ~~with~~less ~~United~~to ~~States~~be ~~generally~~cash ~~accepted~~equivalents. ~~accounting~~The ~~principles~~Company cash equivalents of $2,360 and $1,336 at May 31, 2014 or February 28, 2014, respectively.

~~Cash~~Use ~~and~~of ~~cash~~estimates ~~equivalents~~and assumptions

The ~~Company~~preparation ~~considers~~of ~~all~~financial ~~highly~~statements ~~liquid~~in ~~investments~~conformity with angenerally ~~original~~accepted ~~maturity~~accounting principles requires management to make estimates and assumptions that affect the reported amounts of ~~three~~assets ~~months~~and orliabilities ~~less~~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 ~~cash~~reasonable ~~equivalents~~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 ~~had~~may nodiffer ~~cash~~materially ~~equivalents~~from atthe ~~November~~Company’s 30estimates. To the extent there are material differences, ~~2013~~future orresults ~~February~~may 28be affected. Estimates used in preparing these financial statements include the carrying value of the equipment, ~~2013~~deferred income tax amounts, ~~respectively~~rates and timing of the reversal of income tax differences.

~~Use~~Mineral ofproperty ~~estimates and assumptions~~costs

The ~~preparation~~Company ofhas ~~financial~~been ~~statements~~ in ~~conformity~~the ~~with~~exploration ~~generally~~stage ~~accepted~~since ~~accounting~~its ~~principles~~formation ~~requires~~on ~~management~~May to7, ~~make~~2010 ~~estimates~~ and ~~assumptions~~has ~~that~~not ~~affect~~yet ~~the~~realized ~~reported~~any ~~amounts~~revenues offrom ~~assets~~its ~~and~~planned ~~liabilities~~operations. ~~and~~It ~~disclosure~~is ofprimarily ~~contingent~~engaged ~~assets~~in ~~and liabilities at~~ the ~~date~~acquisition ~~of the financial statements~~ and ~~the~~exploration ~~reported amounts~~ of ~~revenues~~mining ~~and expenses during the reporting period~~properties. ~~The~~Mineral ~~Company~~property ~~bases~~acquisition ~~its estimates~~ and ~~assumptions~~exploration oncosts ~~current~~are ~~facts,~~charged ~~historical~~to ~~experience~~operations ~~and~~as ~~various~~incurred. ~~other~~When ~~factors that~~ it ~~believes~~has tobeen bedetermined ~~reasonable~~that ~~under~~a ~~the~~mineral ~~circumstances,~~property ~~the~~can ~~results~~be ofeconomically ~~which~~developed ~~form~~as ~~the~~a ~~basis~~result ~~for making judgments about the carrying values~~ of ~~assets~~establishing proven and ~~liabilities~~probable ~~and~~reserves, the ~~accrual~~costs ofincurred ~~costs~~to ~~and~~develop ~~expenses~~such ~~that~~property, are ~~readily apparent from other sources~~capitalized. ~~The~~Such ~~actual~~costs ~~results~~will ~~experienced by the Company may differ materially from the Company’s estimates. To the extent there are material differences, future results may~~ be ~~affected.~~amortized ~~Estimates~~using ~~used in preparing these financial statements include~~ the ~~carrying~~units-of-production ~~value~~method ofover the ~~equipment,~~estimated ~~deferred~~life ~~income tax amounts, rates and timing~~ of the ~~reversal~~probable ~~of income tax differences~~reserve.

~~Mineral~~Basic ~~property~~and ~~costs~~diluted net income (loss) per common share

The Company ~~has~~computes ~~been~~net income (loss) per share in ~~the~~accordance ~~exploration~~with ~~stage~~Financial ~~since~~Accounting ~~its~~Standards ~~formation~~Codification on(“ASC”) ~~May~~260 7,“Earnings ~~2010~~Per Share” which requires presentation of both basic and ~~has~~diluted ~~not~~earnings ~~yet~~per ~~realized~~share ~~any~~(EPS) ~~revenues~~on ~~from~~the ~~its~~face ~~planned~~of ~~operations~~the income statement. ItBasic EPS is ~~primarily~~computed ~~engaged~~by individing ~~the~~income ~~acquisition~~(loss) ~~and~~available ~~exploration~~to ofcommon ~~mining~~stockholders ~~properties.~~(numerator) ~~Mineral~~by ~~property~~the ~~acquisition~~weighted ~~and~~average ~~exploration~~number ~~costs~~of ~~are~~common ~~charged~~shares tooutstanding ~~operations~~(denominator) asfor ~~incurred~~the period. ~~When~~Diluted itEPS ~~has~~gives ~~been~~effect ~~determined~~to ~~that~~all adilutive ~~mineral~~potential ~~property~~common ~~can~~shares beoutstanding ~~economically~~during ~~developed~~the asperiod aincluding ~~result~~stock ofoptions, ~~establishing~~using ~~proven~~the treasury stock method, and ~~probable~~convertible ~~reserves~~preferred stock, using the ~~costs~~if-converted ~~incurred~~method. toIn ~~develop~~computing ~~such~~diluted ~~property~~EPS, ~~are~~the ~~capitalized.~~average ~~Such~~stock ~~costs~~price ~~will~~for the period is used in determining the number of shares assumed to be ~~amortized~~purchased ~~using~~from the ~~units-~~exercise of~~-production~~ ~~method~~stock ~~over~~options or warrants. Diluted EPS excludes all dilutive potential common shares if their effect is anti-dilutive. Because the ~~estimated~~Company ~~life~~does ofnot have any potentially dilutive securities, diluted loss per share is equal to the ~~probable~~basic ~~reserve~~loss per share.

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

~~The~~For ~~Company~~all ~~computes~~periods ~~net~~presented, income (loss) per share in accordance 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~~Company ofhas ~~the~~no ~~income~~items ~~statement.~~that ~~Basic~~represent ~~EPS~~a iscomprehensive ~~computed by dividing income (~~loss) available to common stockholders (numerator) by the weighted average number of common shares outstanding (denominator) for the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period including stock options, using the treasury stock method, and ~~convertible preferred stock~~, ~~using the if-converted method. In computing diluted EPS~~therefore, ~~the~~has ~~average~~not ~~stock~~included ~~price~~a ~~for~~statement ~~the period is used in determining the number~~ of ~~shares~~comprehensive assumed to be purchased from the 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~~in ~~share~~these isfinancial ~~equal to the basic loss per share~~statements.

~~Comprehensive loss~~14

~~For~~Financial ~~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.~~instruments

~~Financial~~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.

~~The~~Fair ~~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.

14The 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:

~~Fair~~Level ~~value~~1 ofinputs ~~financial~~to ~~instruments~~the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

~~The~~Level ~~Company~~2 ~~adopted~~inputs ~~ASC~~to ~~820~~the ~~“Fair~~valuation ~~Value~~methodology ~~Measurements”.~~include ~~ASC~~quoted ~~820~~prices ~~defines~~for ~~fair~~similar ~~value,~~assets ~~establishes~~and aliabilities ~~three-level~~in ~~valuation~~active ~~hierarchy~~markets, ~~for~~and ~~disclosures~~inputs ofthat ~~fair~~are ~~value~~observable ~~measurement~~for ~~and~~the ~~enhances~~asset ~~disclosure~~or ~~requirements~~liability, ~~for~~either ~~fair~~directly ~~value~~or ~~measures.~~indirectly ~~The~~for ~~three~~substantially ~~levels~~the ~~are~~full ~~defined~~term asof ~~follows:~~the financial instrument.

Level 13 inputs to the valuation methodology are ~~quoted~~unobservable ~~prices~~and ~~(unadjusted)~~significant ~~for~~to ~~identical~~the ~~assets~~fair ~~or liabilities in active markets~~measurement.

~~Level~~The 2carrying ~~inputs~~amounts toreported in the ~~valuation~~balance ~~methodology~~sheets ~~include~~for ~~quoted~~cash ~~prices~~and ~~for~~cash ~~similar~~equivalents, ~~assets~~ and current liabilities ineach ~~active~~qualify ~~markets,~~as ~~and~~financial ~~inputs~~instruments ~~that~~and are ~~observable~~a ~~for~~reasonable ~~the~~estimate ~~asset~~of orfair ~~liability,~~value ~~either~~because ~~directly~~of orthe ~~indirectly~~short ~~for~~period ~~substantially~~of ~~the~~time ~~full~~between ~~term~~the origination of ~~the~~such ~~financial~~instruments ~~instrument~~and their expected realization and their current market rate of interest.

~~Level~~The 3following ~~inputs~~table topresents the ~~valuation~~Company’s ~~methodology~~assets ~~are~~and ~~unobservable~~liabilities ~~and~~within ~~significant~~the fair value hierarchy utilized to ~~the~~measure fair ~~measurement.~~value on a recurring basis as of May 31, 2014 and February 28, 2014:

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.

Level 1

Level 2

Level 3

May 31, 2014

February 28, 2014

~~The~~Income ~~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 November 30, 2013 and February 28, 2013:~~taxes

Level 1

Level 2

Level 3

November 30, 2013

February 28, 2013

Deferred income taxes are provided for tax effects of temporary differences between the tax basis of 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 being 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.

~~Income~~Management ~~taxes~~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.

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, Stock-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.compensation

~~Stock~~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.

~~The~~Foreign ~~Company~~currency ~~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.~~translation

Foreign ~~currency~~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.

~~Foreign~~Exploration-stage 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.company

15The Company complies with ASC 915 and Securities and Exchange Commission Act Guide 7 for its characterization of the Company as an Exploration stage enterprise.

~~Exploration~~Recent ~~stage~~accounting ~~company~~pronouncements

~~The~~In ~~Company~~February ~~complies~~2013, ~~with~~the ~~ASC~~Financial ~~915~~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 ~~Securities~~losses that are initially excluded from net income for an accounting period. Those gains and ~~Exchange~~losses ~~Commission~~are ~~Act~~later ~~Guide~~reclassified 7out of accumulated other comprehensive income into net income. The amendments in the ASU do not change the current requirements for ~~its~~reporting ~~characterization~~net income or other comprehensive income in financial statements. All of the ~~Company~~information asthat anthis ~~Exploration~~ASU ~~stage~~requires ~~enterprise~~already is required to be disclosed elsewhere in the financial statements under U.S. GAAP. The new amendments will require an organization to:

~~Recent~~· ~~accounting~~Present ~~pronouncements~~(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 · 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.

InThe ~~February~~amendments ~~2013,~~apply ~~the~~to ~~Financial~~all ~~Accounting~~public ~~Standards~~and ~~Board~~private ~~(FASB)~~companies ~~issued~~that ~~Accounting~~report ~~Standards~~items ~~Update (ASU) No. 2013-02, Comprehensive Income (Topic 220): Reporting~~ of ~~Amounts~~other ~~Reclassified Out of Accumulated Other Comprehensive Income, to improve the transparency of reporting these reclassifications. Other~~ comprehensive income. ~~includes~~Public ~~gains~~companies ~~and losses that~~ are ~~initially~~required ~~excluded~~to ~~from~~comply ~~net~~with ~~income~~these amendments for anall ~~accounting~~reporting ~~period.~~periods ~~Those~~(interim ~~gains~~ and ~~losses are later reclassified out of accumulated other comprehensive income into net income~~annual). The amendments inare ~~the~~effective ~~ASU do not change the current requirements~~ for reporting ~~net~~periods ~~income~~beginning orafter ~~other~~December ~~comprehensive~~15, ~~income~~2012, infor ~~financial~~public ~~statements~~companies. ~~All~~Early ofadoption ~~the~~is ~~information~~permitted. ~~that~~The ~~this~~adoption of ASU ~~requires~~No. ~~already~~2013-02 is ~~required~~not expected to behave ~~disclosed~~a ~~elsewhere~~material inimpact ~~the~~on our financial ~~statements~~position ~~under~~or ~~U.S.~~results ~~GAAP.~~of ~~The new amendments will require an organization to:~~operations.

·In ~~Present~~January 2013, the FASB issued ASU No. 2013-01, Balance Sheet (~~either~~Topic on210): Clarifying the ~~face~~Scope of ~~the~~Disclosures ~~statement~~about ~~where~~Offsetting ~~net~~Assets ~~income~~and isLiabilities, ~~presented~~which orclarifies inwhich instruments and transactions are subject to the ~~notes)~~offsetting disclosure requirements originally established by ASU 2011-11. The new ASU addresses preparer concerns that the ~~effects~~scope onof the ~~line~~disclosure ~~items~~requirements ofunder ~~net~~ASU ~~income~~2011-11 ofwas ~~significant~~overly ~~amounts~~broad ~~reclassified~~and ~~out~~imposed unintended costs that were not commensurate with estimated benefits to financial statement users. In choosing to narrow the scope of ~~accumulated~~the ~~other~~offsetting ~~comprehensive~~disclosures, ~~income~~the -Board ~~but~~determined ~~only~~that ifit could make them more operable and cost effective for preparers while still giving financial statement users sufficient information to analyze the ~~item~~most ~~reclassified~~significant ispresentation ~~required~~differences ~~under~~between financial statements prepared in accordance with U.S. GAAP toand those prepared under IFRSs. Like ASU 2011-11, the amendments in this update will be ~~reclassified~~effective for fiscal periods beginning on, or after January 1, 2013. The adoption of ASU 2013-01 is not expected to ~~net~~have ~~income~~a inmaterial ~~its~~impact ~~entirety~~on inour ~~the~~financial ~~same~~position ~~reporting~~or ~~period;~~results ~~and~~of operations.

·In ~~Cross-reference~~October to2012, ~~other~~the ~~disclosures~~FASB ~~currently~~issued ~~required~~Accounting ~~under~~Standards ~~U.S.~~Update ~~GAAP~~ASU ~~for~~2012-04, ~~other~~“Technical ~~reclassification~~Corrections ~~items~~and ~~(that~~Improvements” ~~are~~in ~~not~~Accounting ~~required~~Standards ~~under~~Update UNo.S 2012-04. ~~GAAP)~~The toamendments bein ~~reclassified~~this ~~directly~~update tocover ~~net~~a ~~income~~wide inrange ~~their~~of ~~entirety~~Topics in the ~~same~~Accounting ~~reporting~~Standards ~~period~~Codification. ~~This~~These ~~would~~amendments beinclude ~~the~~technical ~~case~~corrections ~~when~~and aimprovements ~~portion~~to of the ~~amount~~Accounting ~~reclassified~~Standards ~~out~~Codification ofand ~~accumulated~~conforming ~~other~~amendments ~~comprehensive~~related ~~income~~to isfair ~~initially~~value ~~transferred~~measurements. toThe aamendments ~~balance~~in ~~sheet~~this ~~account~~update ~~(e.g.,~~will ~~inventory~~be effective for ~~pension-related~~fiscal ~~amounts)~~periods ~~instead~~beginning after December 15, 2012. The adoption of ~~directly~~ASU 2012-04 is not expected to ~~income~~have a material impact on our financial position or ~~expense~~results of operations.

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.16

In ~~January~~August ~~2013~~2012, the FASB issued ASU ~~No. 2013~~2012-0103, ~~Balance~~“Technical ~~Sheet~~Amendments ~~(Topic 210): Clarifying the Scope of Disclosures about Offsetting Assets~~ and ~~Liabilities,~~Corrections ~~which~~to ~~clarifies~~SEC ~~which~~Sections: ~~instruments~~Amendments ~~and~~to ~~transactions~~SEC ~~are~~Paragraphs ~~subject~~Pursuant to ~~the~~SEC ~~offsetting~~Staff ~~disclosure~~Accounting ~~requirements~~Bulletin ~~originally~~(SAB) ~~established by ASU 2011-11~~No. ~~The~~114, ~~new~~Technical ~~ASU~~Amendments ~~addresses~~Pursuant ~~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~~SEC ~~statement~~Release ~~users~~No. ~~In choosing to narrow the scope of the offsetting disclosures~~33-9250, ~~the Board determined that it could make them more operable~~ and ~~cost~~Corrections ~~effective~~Related ~~for preparers while still giving financial statement users sufficient information~~ to ~~analyze~~FASB ~~the~~Accounting ~~most~~Standards ~~significant~~Update ~~presentation~~2010-22 ~~differences~~(SEC ~~between~~Update)” ~~financial statements prepared~~ in ~~accordance~~Accounting ~~with~~Standards ~~U.S.~~Update ~~GAAP and those prepared under IFRSs~~No. ~~Like ASU 2011~~2012-~~11,~~03. ~~the~~This ~~amendments in this~~ update ~~will~~amends bevarious ~~effective~~SEC ~~for~~paragraphs ~~fiscal~~pursuant ~~periods~~to ~~beginning~~the ~~on,~~issuance orof ~~after~~SAB ~~January~~No. ~~1, 2013~~114. The adoption of ASU ~~2013~~2012-0103 is not expected to have a material impact on our financial position or results of operations.

In ~~October~~July 2012, the FASB issued ~~Accounting Standards Update~~ ASU 2012-0402, “~~Technical~~Intangibles ~~Corrections~~– Goodwill and ~~Improvements~~Other (Topic 350): Testing Indefinite-Lived Intangible Assets for Impairment” in Accounting Standards Update No. 2012-0402. ~~The~~This ~~amendments~~update inamends ~~this~~ASU ~~update~~2011-08, ~~cover~~Intangibles a– ~~wide~~Goodwill ~~range~~and ofOther ~~Topics~~(Topic in350): ~~the~~Testing ~~Accounting~~Indefinite-Lived ~~Standards~~Intangible ~~Codification.~~Assets ~~These~~for ~~amendments~~Impairment ~~include~~and ~~technical~~permits ~~corrections~~an ~~and~~entity ~~improvements~~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 ~~Accounting~~quantitative ~~Standards~~impairment ~~Codification~~test in accordance with Subtopic 350-30, Intangibles - Goodwill and ~~conforming~~Other ~~amendments~~- ~~related~~General toIntangibles ~~fair~~Other ~~value~~than ~~measurements~~Goodwill. The amendments inare ~~this~~effective ~~update~~for ~~will~~annual beand ~~effective~~interim impairment tests performed for fiscal ~~periods~~years beginning after ~~December~~September 15, 2012. ~~The~~Early adoption is permitted, including for annual and interim impairment tests performed as of ~~ASU~~a date before July 27, 2012~~-04~~, isif a public entity’s financial statements for the most recent annual or interim period have not ~~expected~~yet tobeen 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.

In ~~August~~December ~~2012~~2011, the FASB issued ASU ~~2012~~2011-0312, “~~Technical~~Deferral ~~Amendments~~of ~~and~~the ~~Corrections~~Effective toDate ~~SEC~~for ~~Sections:~~ Amendments to ~~SEC~~the ~~Paragraphs~~Presentation ~~Pursuant~~of toReclassifications ~~SEC~~of ~~Staff~~Items ~~Accounting~~out ~~Bulletin~~of ~~(SAB)~~Accumulated ~~No.~~Other ~~114,~~Comprehensive ~~Technical~~Income ~~Amendments~~in ~~Pursuant~~Accounting toStandards ~~SEC~~Update ~~Release~~ No. 332011-~~9250,~~05. ~~and~~This ~~Corrections~~update ~~Related~~defers the requirement to ~~FASB~~present ~~Accounting~~items ~~Standards~~that ~~Update~~are ~~2010-22~~reclassified ~~(SEC~~from ~~Update)”~~accumulated inother ~~Accounting~~comprehensive ~~Standards~~income ~~Update~~to ~~No.~~net ~~2012-03.~~income ~~This~~in ~~update~~both ~~amends~~the ~~various~~statement ~~SEC~~of ~~paragraphs~~income ~~pursuant~~where tonet income is presented and the ~~issuance~~statement ofwhere ~~SAB~~other ~~No.~~comprehensive ~~114~~income is presented. The adoption of ASU ~~2012~~2011-0312 ishas not ~~expected~~had ~~to have~~ a material impact on our financial position or results of operations.

16In 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.

InResults 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 has not had a material impact on our financial position or results of operations.Operations

InThree-month ~~December~~Periods ~~2011,~~Ended ~~the~~May ~~FASB~~31, ~~issued~~2014 ~~ASU~~and ~~2011-12~~2013, ~~“Deferral~~and of the ~~Effective~~Period 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~~May ~~other~~7, ~~comprehensive~~2010 ~~income~~(Inception) to ~~net~~May ~~income~~31, ~~in both the statement of income where net income is presented and the statement where other comprehensive income is presented~~2014. ~~The adoption of ASU 2011-12 has not had a material impact on our financial position or results of operations.~~

InWe ~~December~~recorded ~~2011,~~no ~~the~~revenues ~~FASB~~for ~~issued~~the ~~ASU No. 2011~~three-11months ~~“Balance~~ended ~~Sheet:~~May ~~Disclosures~~31, ~~about~~2014 ~~Offsetting~~or ~~Assets and Liabilities” (“ASU 2011-11”)~~2012. ~~This~~From ~~Update requires an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand~~ the ~~effect~~period of ~~those~~May ~~arrangements~~7, on2010 ~~its~~(inception) ~~financial position. The objective of this disclosure is~~ to ~~facilitate~~May 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 131, ~~2013~~2014, ~~and~~we ~~interim~~also ~~periods~~recorded ~~within~~no ~~those annual periods~~revenues. ~~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.~~

~~PLAN~~For OFthe ~~OPERATION~~three months ending May 31, 2014, total expenses were $7,034, consisting of office and general expenses of $3,000, professional fees of $3,000. Interest expense for the three months ended May 31, 2014 was $1,034. For the three months ending May 31, 2013, total expenses were $4,030, consisting solely of office and general expenses of $337 and professional fees of $3,000. Interest expense for the three month ended May 31, 2013 was $693.

~~Our~~For ~~plan of operation for~~ the ~~twelve~~period ~~months~~from ~~following~~May ~~the~~7, ~~date~~2010 of(Inception) ~~filing of this Form 10-Q is~~ to ~~complete~~May ~~the first and second of the three phases of the exploration program on our prospects. In addition to the $210~~31,~~508~~ ~~we anticipate spending for the first two phases of the exploration program as outlined below~~2014, wetotal ~~anticipate~~expenses ~~spending~~were ~~an additional~~ $1282,~~508 on general and administration expenses including fees payable in connection with the filing of our registration statement and complying with reporting obligations~~926, and ~~general~~interest ~~administrative~~expense ~~costs.~~was ~~Total expenditures over the next 12 months are therefore expected to be approximately~~ $~~223~~5,~~016~~682. 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~~17

·Liquidity ~~Collection, purchase~~ and ~~collation~~Capital ~~of all relevant geological, geophysical and mining data available;~~Resources

·At ~~Re-interpretation~~May 31, 2014, we had a cash balance of ~~available~~$2,360. ~~geophysics~~We do not have sufficient cash on hand fund our ongoing operational expenses beyond 3 months. We will need to ~~determine~~raise ~~location~~funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of ~~possible~~our ~~mineralized~~common ~~shears~~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 ~~faults;~~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 ~~Field mapping and rock chip sampling of the license.~~Events

~~Phase~~None 2through date of this filing.

·ITEM ~~Soil~~3. ~~sampling~~QUANTITATIVE ofAND ~~any~~QUALITATIVE ~~significant~~DISCLOSURES ~~areas~~ABOUT ~~highlighted~~MARKET ~~in Phase 1; and~~RISK.

·As ~~Ground~~a ~~geophysics~~smaller ofreporting ~~targets~~company ~~generated~~(as bydefined ~~the~~in reRule 12b-~~interpretation~~2 of ~~available~~the ~~geophysical~~Exchange ~~data~~Act), we are not required to provide the information called for by this Item 3.

~~Phase~~ITEM 34. CONTROLS AND PROCEDURES.

·DISCLOSURE ~~Drilling~~CONTROLS ofAND ~~any significant targets generated during Phase 2 work.~~PROCEDURES

17Under 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 May 31, 2014.

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

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.

We plan to commence Phase 1 of the exploration program on the prospects in the spring of 2014. 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.18

~~Following~~PART ~~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~~II. ~~Management~~OTHER 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 2014. 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.INFORMATION

WeITEM 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 Property1. ItLEGAL ~~is only under this option agreement that we potentially have any right to explore for mineralized material~~PROCEEDINGS. 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.

18The 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.

IfITEM ~~we fail to pay the exercise price, we will not have the right to conduct exploration activities at all~~1A. ~~Currently,~~RISK 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.FACTORS

InAs ~~terms~~a ofsmaller ~~exploratory~~reporting ~~work~~company we(as ~~will~~defined bein ~~able~~Rule ~~to conduct before we exercise the option, we anticipate completing Phases 1 and~~ 12b-2 of ~~our~~the ~~Plan~~Exchange ~~of Operation~~Act), ~~subject~~we toare ~~our~~not ~~ability~~required to ~~raise~~provide ~~sufficient funds to complete Phases 1 and 2, and depending on~~ the ~~results~~information ofcalled ~~Phases~~for 1by ~~and~~this 2,Item ~~commencement of drilling of any significant targets generated during Phase 2 work~~1A.

WeITEM ~~will require additional funding to proceed with Phases 1 and~~ 2~~; we have no current plans on how to raise the additional funding~~. WeUNREGISTERED ~~have~~SALES noOF ~~current~~EQUITY ~~plans~~SECURITIES onAND ~~how~~USE toOF ~~raise the additional funding~~PROCEEDS. ~~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~~None.

~~Three-month~~ITEM ~~and~~3. ~~Nine-month~~DEFAULTS ~~Periods~~UPON ~~Ended~~SENIOR ~~November 30, 2013 and 2012, and the Period from May 7, 2010 (Inception) to November 30, 2013~~SECURITIES.

~~We recorded no revenues for the three-months ended November 30, 2013 or 2012~~None. ~~From the period of May 7, 2010 (inception) to November 30, 2013, we also recorded no revenues.~~

~~For~~ITEM ~~the three months ending November 30, 2013, total expenses were $338, consisting solely of office and general expenses, and interest expense was $820~~4. ~~For~~MINE ~~the~~SAFETY ~~three months ending August 31, 2012, total expenses were $187, consisting solely of office and general expenses, and interest expense was nil~~DISCLOSURES.

~~For the nine months ending November 30, 2013, total expenses were $13,611, consisting of office and general expenses of $6,060 and professional fees of $7,551, and interest expense was $2,206~~None. ~~For the nine months ending August 31, 2012, total expenses were $10,860, consisting of office and general expenses of $6,660, professional fees of $4,200, and interest expense was nil.~~

~~For~~ITEM ~~the~~5. ~~period~~OTHER ~~from May 7, 2010 (Inception) to November 30, 2013, total expenses were $68,941, and interest expense was $3,003~~INFORMATION.

~~From the period of May 7, 2010 (inception) to November 30, 2013, we incurred a net loss and have an accumulated deficit of $72,764~~None.

~~Liquidity and Capital Resources~~19

AtITEM ~~November 30, 2013, we had a cash balance of $324~~6. ~~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~~EXHIBITS. 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.

19Exhibits required by Item 601 of Regulation SK.

Subsequent Events

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.

None through date of this filing.

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

~~ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.~~ ______________

As*Filed awith ~~smaller~~and ~~reporting~~incorporated ~~company~~by ~~(as~~reference ~~defined~~to inthe ~~Rule~~Company’s ~~12b-2~~Registration ofStatement ~~the~~on ~~Exchange~~Form ~~Act~~S-1 (File No. 333-175529), weas ~~are~~filed ~~not~~with ~~required to provide~~ the ~~information~~Securities ~~called~~and ~~for~~Exchange byCommission ~~this~~on ~~Item~~July 313, 2011.

~~ITEM~~** 4.XBRL ~~CONTROLS~~(Extensible ~~AND~~Business ~~PROCEDURES~~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.

~~DISCLOSURE CONTROLS AND PROCEDURES~~20

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 quarter 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 30, 2013.SIGNATURES

~~There~~Pursuant ~~were~~to nothe ~~changes~~requirements inof the ~~Company’s~~Securities ~~internal~~Exchange ~~controls~~Act ~~over~~of ~~financial~~1934, ~~reporting during~~ the ~~most~~Registrant ~~recently~~has ~~completed~~duly ~~fiscal~~caused ~~quarter~~this ~~that~~report ~~have~~to ~~materially~~be ~~affected~~signed oron ~~are~~its ~~reasonably~~behalf ~~likely~~by ~~to materially affect~~ the ~~Company’s~~undersigned, ~~internal~~thereunto ~~control~~duly ~~over financial reporting~~authorized.

	PENOLA INC.
	(Name of Registrant)

Date: November 28, 2014	By:	/s/ Nicholas Soo
	Name:	Nicholas Soo
	Title:	President (principal financial officer and principal accounting officer)

~~PART II. OTHER INFORMATION~~21

~~ITEM~~EXHIBIT ~~1. LEGAL PROCEEDINGS.~~INDEX

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.

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.

ITEM 1A. RISK FACTORS

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

~~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~~*Filed 2with and incorporated by reference to the Company’s Registration Statement on Form S-1 (File No. 333-175529), ~~UNREGISTERED~~as ~~SALES~~filed OFwith ~~EQUITY~~the ~~SECURITIES~~Securities ~~AND~~and ~~USE~~Exchange OFCommission ~~PROCEEDS~~on July 13, 2011.

~~None~~** 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.

~~ITEM 3. DEFAULTS UPON SENIOR SECURITIES.~~22

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

ITEM 6. EXHIBITS.

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 with 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.

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 24, 2014	By:	/s/ Stuart Carnie
		Name: Stuart Carnie
		Title: President (principal financial officer and principal accounting officer)

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

Filing Compare · Empress Mining Inc.