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 ~~August~~November 3130, 2014

¨ 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~~EMPRESS MINING INC. (Exact name of registrant as specified in its charter)

Nevada None (State or other jurisdiction of incorporation or organization) (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~~Penola, ~~former address and former fiscal year,~~Inc.

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

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 ¨

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 ¨ 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	¨	Accelerated filer	¨
Non-accelerated filer	¨	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 ¨

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

As of ~~December~~April 2414, ~~2014~~2015, there were 394,~~160~~800,000 shares of common stock, $0.001 par value per share, outstanding.

~~PENOLA~~EMPRESS MINING INC.

(An Exploration Stage Company)

QUARTERLY REPORT ON FORM 10-Q

FOR THE PERIOD ENDED ~~AUGUST~~NOVEMBER 3130, 2014

INDEX

Index			Page
Part I. Financial Information
	Item 1.	Financial Statements	4
		Balance Sheets as of August 31, 2014 (unaudited) and February 28, 2014.	4
		Balance Sheets as of November 30, 2014 (unaudited) and February 28, 2014.		4
		Statements of Operations for the six months ended August 31, 2014 and 2013 (unaudited), and for the period from May 7, 2010 (Inception) to August 31, 2014 (unaudited).	5
		Statements of Operations for the three and nine months ended November 30, 2014 and 2013 (unaudited), and for the period from May 7, 2010 (Inception) through November 30, 2014 (unaudited).		5
		Statements of Cash Flows for the six months ended August 31, 2014 and 2013 (unaudited), and the period from May 7, 2010 (Inception) through August 31, 2014 (unaudited).	6
		Statements of Cash Flows for the nine months ended November 30, 2014 and 2013 (unaudited), and the period from May 7, 2010 (Inception) through November 30, 2014 (unaudited).		6
		Notes to Financial Statements (unaudited).	7	7
	Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations.	13	12
	Item 3.	Quantitative and Qualitative Disclosures About Market Risk.	18	17
	Item 4.	Controls and Procedures.	18	17
Part II. Other Information
	Item 1.	Legal Proceedings.	19	18
	Item 1A.	Risk Factors.	19	18
	Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds.	19	18
	Item 3.	Defaults Upon Senior Securities.	19	18
	Item 4.	Mine Safety Disclosures.	19	18
	Item 5.	Other Information.	19	18
	Item 6.	Exhibits.	20	19
Signatures			21	20

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q of ~~Penola~~Empress Mining 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~~EMPRESS MINING INC.

(Formerly Penola Inc.)

(An Exploration Stage Company)

FINANCIAL STATEMENTS

SIX MONTHS ENDED AUGUST 31, 2014

PENOLA INC.

(An Exploration Stage Company)

BALANCE SHEETS

(Unaudited)

	August 31, 2014			February 28,2014
	November 30,2014			February 28,2014
	- $ -			- $ -
ASSETS
Current
Cash		~~153~~5,112			1,336
TOTAL ASSETS		~~153~~5,112			1,336
LIABILITIES
Current
Accounts payable and accrued liabilities		-			997
Due to related parties		5362,~~289~~464			46,265
TOTAL LIABILITIES		5362,~~289~~464			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 (December 24, 2014 - 3,160,000)		3,160			3,160
Authorized: 75,000,000 common shares With a par value of $0.001 Issued and Outstanding: 3,160,000 common shares (April 14, 2015 – 94,800,000)		3,160			3,160
Additional paid up capital		3435,~~414~~806			32,488
Deficit accumulated during the exploration stage		(9096,~~710~~318	)		(81,~~573~~574	)
TOTAL STOCKHOLDERS’ DEFICIT		(5357,~~136~~352	)		(45,926	)
TOTAL LIABILITIES AND STOCKHOLDERS’ DEFICIT		~~153~~5,112			1,336

– See Accompanying Notes –

~~PENOLA~~EMPRESS MINING INC.

(Formerly Penola Inc.)

(An Exploration Stage Company)

STATEMENTS OF OPERATIONS

(Unaudited)

	Three months endedAugust 31,2014			Three months endedAugust 31,2013				Six monthsendedAugust 31,2014				Six monthsendedAugust 31,2013				May 7, 2010 (Inception) to August 31,2014
	Three months endedNovember 30,2014			Three months endedNovember 30,2013			Nine months endedNovember 30,2014				Nine months endedNovember 30,2013				May 7, 2010 (Inception) to November 30, 2014
	- $ -	~~- $ -~~		- $ -	~~- $ -~~		- $ -	~~- $ -~~			- $ -		~~- $ -~~		- $ -		~~- $ -~~
Office and general		103,016			~~5,384~~338			36,~~010~~027				6,060	~~5,721~~			31,176	~~28,160~~
Professional fees		1,200			~~4,552~~-			45,~~200~~400				7,552	~~7,552~~			49,473	~~48,273~~
Mining costs		-			-			-				-	-			7,703	~~7,703~~
Total expenses		14,~~210~~216			~~9,936~~338			711,~~210~~427				13,612	~~13,273~~			88,352	~~84,136~~
Interest expense		~~893~~1,391			~~693~~820			13,~~927~~318				2,206	~~1,386~~			7,965	~~6,574~~
NET LOSS		25,~~103~~607			101,~~629~~158			914,~~137~~745				15,818	~~14,659~~			96,317	~~90,710~~
Basic and diluted loss per share		(0.00	)		(0.00	)		(0.00	)	)		(0.00	~~(0.00~~)	)
Weighted average number of common shares outstanding		3,160,000			3,160,000			3,160,000				3,160,000	~~3,160,000~~

– See Accompanying Notes –

~~PENOLA~~EMPRESS MINING INC.

(Formerly Penola Inc.)

(An Exploration Stage Company)

STATEMENTS OF CASH FLOWS

(Unaudited)

	Six months ended August 31,2014(Unaudited)			Six months ended August 31,2013(Unaudited)			Period from May 7, 2010 (Inception) to August 31,2014(Unaudited)
	Nine months ended November 30,2014			Nine months ended November 30,2013			Period from May 7, 2010 (Inception) to November 30,2014
	- $ -			- $ -			- $ -
Cash Flows From Operating Activities
Net loss		(914,~~137~~745	)		(1415,~~659~~818	)		(9096,~~710~~317	)
Impairment of mining costs		-			-			7,703
Imputed interest expense		13,~~927~~318			12,~~386~~206			67,~~574~~965
Net change in non-cash working capital balances:
Accounts payable and accruals		(997	)		(625	)		-
Net cash provided by (used in) operations		(812,~~207~~424	)		(1314,~~,898~~237	)		(7680,~~433~~649	)
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		716,~~024~~200			43,~~400~~821			5362,~~289~~464
Net cash provided by financing activities		716,~~024~~200			43,~~400~~821			8493,~~289~~464
Increase (Decrease) In Cash		(13,~~183~~776	)		(910,~~498~~416	)		~~153~~5,112
Cash, beginning		1,336			10,740			-
Cash, ending		~~153~~5,112			~~1,242~~324			~~153~~5,112
Supplementary Cash Flow Information:
Cash paid for:
Interest		-			-			-
Income taxes		-			-			-

- See Accompanying Notes -

~~PENOLA~~EMPRESS MINING INC.

(Formerly Penola Inc.)

(An Exploration Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

~~AUGUST~~NOVEMBER 3130, 2014

(Unaudited)

1. NATURE OF OPERATIONS AND BASIS OF PRESENTATION

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

Merger and change of name

On November 26, 2014 a plan of merger was adopted by Penola Inc. (the surviving entity) with Empress Mining Inc. (the merging entity) whereby the surviving corporation will adopt the corporate name of the merging entity. The new corporate name of the surviving entity will be Empress Mining Inc.

The manner and basis of converting the owner’s interests of the disappearing entity into the owner’s interests, obligations, or other securities of the surviving or any other entity or into cash or other property in whole or in part is as follows: On the effective date of the merger, each outstanding share of common stock of the parent and each outstanding share of common stock of the subsidiary shall be converted into 30 shares of common stock of the parent.

Unaudited Interim Financial Statements

These unaudited interim financial statements may not include all information and footnotes required by US GAAP for complete financial statement disclosure. However, except as disclosed herein, there have been no material changes in the information contained in the notes to the audited financial statements for the year ended February 28, 2014, included in the Company’s Form S 10-1K 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 S10-1K. 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 ~~six~~three and nine months ended ~~August~~November 3130, 2014 are not necessarily indicative of the results that may be expected for the year ending February 28, 2015.

Going Concern

These financial statements have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $9096,~~710~~318 at ~~August~~November 3130, 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.

Management has plans to seek additional capital through a private placement of its common stock or further director loans as needed. These financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of presentation

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

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had no cash equivalents ~~of $153~~ at ~~August~~November 3130, 2014 ~~and~~or ~~$1,336 at~~ February 28, 2014, respectively.

Use of estimates and assumptions

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

Mineral property costs

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

Basic and diluted net income (loss) per common share

The Company computes net 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 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.

Comprehensive loss

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

Financial instruments

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

Fair value of financial instruments

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

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

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

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

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

The following table presents the Company’s assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of ~~August~~November 3130, 2014 and February 28, 2014:

Level 1

Level 2

Level 3

August 31, 2014

November 30, 2014

February 28, 2014

Income taxes

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.

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

Stock-based compensation

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

Foreign currency translation

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

Exploration stage company

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

Recent accounting pronouncements

New accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) that are adopted by the Company as of the specified effective date. If not discussed below, management believes there have been no developments to recently issued accounting standards, including expected dates of adoption and estimated effects on our financial statements, from those disclosed in our Annual Report on Form 10-K for the year ended February 28, 2014.

Change in management

Effective July 22, 2013, (a) Lena Gencarelli resigned as the Company’s sole director, and president, and (b) Stuart Carnie was appointed as the Company’s sole director and president. Effective May 12, 2014, Stuart Carnie resigned as the Company’s sole director and president and Lena Gencarelli was reappointed as the Company’s president and sole director. Effective June 12, 2014 Lena Gencarelli resigned as the Company’s president and sole director, and Nicholas Soo was appointed as the Company’s president and sole director.

3. Related Party Transactions

In a prior year, the Company issued 2,000,000 common shares at $0.001 per share to the Company’s President for cash proceeds of $2,000. The Company owed $918,~~024~~199 and $~~Nil~~0 to the president and the director of the Company for funds advanced as of ~~August~~November 3130, 2014 and February 28, 2014 respectively. In addition, the Company owed $44,265 and $46,265 to former presidents and former directors of the Company for funds advanced as of ~~August~~November 3130, 2014, and February 28, 2014 respectively. Interest of $13,~~927~~318 was imputed for the ~~six~~nine months ended ~~August~~November 3130, 2014, and $12,~~386~~206 was imputed for the ~~six~~nine months ended ~~August~~November 3130, 2013. These amounts are unsecured, bear no interest and are payable on demand.

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

1110

4. Income Taxes

At November ~~August 31~~30, 2014, the Company has estimated tax loss carry forwards for tax purpose of approximately $9096,~~710~~317, which expire by 2030. These amounts may be applied against future taxable income. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization has not been determined to be more likely than not to occur.

The 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. The components of these differences are as follows:

	2014			2013
	- $ -	~~- $ -~~		- $ -	~~- $ -~~
Net loss carry forward		9096,~~710~~317			55,256
Statutory tax rate		34	%		34	%
Expected recovery of income taxes at standard rates		3132,748			18,879
Change in valuation allowance		(3132,748	)		(18,879	)
Income tax provision		-			-

5. Subsequent Event

In accordance with ASC 855, Subsequent Events, the Company has evaluated subsequent events through to the date of issuance of the unaudited interim financial statements. During this period, the Company did not have any material recognizable subsequent events.

1211

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

The following information should be read in conjunction with (i) the financial statements of ~~Penola~~Empress Mining 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

OVERVIEW

~~Penola~~Empress Mining Inc. (the “Company” or “we”) was incorporated in the State of Nevada on May 7, 2010 and has a fiscal year end of February 28. It is an exploration-stage Company. On July 6, 2010, we purchased an option to acquire a 100% undivided interest in a mineral claim known as Exploration License 80/3757 located in Halls Creek Shire, in the Kimberly region of Western Australia and known as the Halls Creek Property, for a price of AUD$7,000 (US$7,703). The mineral claim underlying the option was granted by the Department of Mines and Petroleum, Western Australia, on July 16, 2010. Our option to acquire the mineral claim expired on July 6, 2014.

On November 26, 2014, the Company filed Articles of Merger with the Nevada Secretary of State, merging the Company with its then wholly-owned subsidiary, Empress Mining Inc., a Nevada corporation (“Subsidiary”). The effect of the merger was that Company was the surviving entity, the Company adopted the name of Subsidiary, and each outstanding share of common stock of the Company and of Subsidiary were exchanged for 30 shares of common stock of the Company. Before the merger, the Company had 3,160,000 shares of common stock issued and outstanding, and giving effect to the merger the Company had 94,800,000 shares of common stock issued and outstanding.

Going Concern

To date the Company has no operations or revenues and consequently has incurred recurring losses from operations. No revenues are anticipated until we implement our initial business plan. The ability of the Company to continue as a going concern is dependent on raising capital to fund our business plan and ultimately to attain profitable operations. Accordingly, these factors raise substantial doubt as to the Company’s ability to continue as a going concern.

Our activities have been financed primarily from the proceeds of share subscriptions and related-party loans. From our inception to ~~August~~November 3130, 2014, we raised a total of $31,000 from private offerings of our common stock. The Company ~~owed~~operates ~~$9,024~~from toloans ~~the~~from ~~President~~its ~~and~~ sole ~~director~~officer ~~of the Company for funds advanced as of May 31, 2014~~ and ~~February 28, 2014 respectively~~director. ~~In addition, the Company owed $44,265 to the former president of the Company for funds advanced as of May 31, 2014.~~

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

CRITICAL ACCOUNTING POLICIES

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

Basis of presentation

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

Cash and cash equivalents

The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents. The Company had cash equivalents of $25,~~360~~112 at November 30, 2014 and $1,336 at ~~May 31, 2014 or~~ February 28, 2014, respectively.

Use of estimates and assumptions

Mineral property costs

Basic and diluted net income (loss) per common share

Comprehensive loss

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

Financial instruments

Fair value of financial instruments

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

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

The following table presents the Company’s assets and liabilities within the fair value hierarchy utilized to measure fair value on a recurring basis as of ~~August~~ 31November 30, 2014 and February 28, 2014:

Level 1

Level 2

Level 3

August 31, 2014

May 31, 2014

February 28, 2014

Income taxes

1514

Stock-based compensation

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

Foreign currency translation

Exploration-stage company

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

Recent accounting pronouncements

On June 10, 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-10 , which eliminates development stage reporting requirements under FASB ASC 915, as well as amends provisions of existing variable interest entity guidance under ASC 810. Additionally, the ASU indicates that the lack of commencement of principal operations represents a risk and uncertainty and, accordingly, is subject to the disclosure requirements of FASB ASC 275. As a result of the changes, existing development stage entity presentation and disclosure requirements are eliminated. The presentation and disclosure changes to FASB ASC 915 are effective for public entities for annual periods beginning after December 15, 2014, and the revisions to the consolidation standards are effective for annual periods beginning after December 15, 2015. The Company has adopted these provisions and enhanced disclosure of risks and uncertainties as required.

In April 2014, the FASB issued ASU 2014-08, Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity. The amendments in this ASU change the criteria for reporting discontinued operations while enhancing disclosures in this area. Under the new guidance, only disposals representing a strategic shift in operations should be presented as discontinued operations. Those strategic shifts should have a major effect on the organization's operations and financial results and include disposals of a major geographic area, a major line of business, or a major equity method investment. The new guidance requires expanded disclosures about discontinued operations that will provide financial statement users with more information about the assets, liabilities, income, and expenses of discontinued operations. Additionally, the new guidance requires disclosure of the pre-tax income attributable to a disposal of a significant part of an organization that does not qualify for discontinued operations reporting. The amendments in the ASU are effective for public business entities for annual periods, and interim periods within those annual periods, beginning after December 15, 2014. Early adoption is permitted. The Company is currently evaluating the impact of this pronouncement.

In August 2014, the FASB issued ASU 2014-15, Presentation of Financial Statements - Going Concern . The new standard requires management of public and private companies to evaluate whether there is substantial doubt about the entity’s ability to continue as a going concern and, if so, disclose that fact. Management will also be required to evaluate and disclose whether its plans alleviate that doubt. The standard requires management to evaluate, for each reporting period, whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The new standard is effective for annual periods ending after December 15, 2016, and interim periods within annual periods beginning after December 15, 2016. Early adoption is permitted. We do not expect the adoption of the ASU to have a significant impact on our consolidated financial statements.

Management does not anticipate that the adoption of these standards will have a material impact on the financial statements.

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

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

	·	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.

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

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

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

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

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

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

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

Results of Operations

~~Six~~Three- and Nine-month Periods Ended ~~August~~November 3130, 2014 and 2013, and the Period from May 7, 2010 (Inception) to ~~August~~ May 31, 2014.

We recorded no revenues for the three- months ended ~~August~~November 3130, 2014 or 2013. From the period of May 7, 2010 (inception) to ~~August~~November 3130, 2014, we also recorded no revenues.

For the three months ending ~~August~~November 3130, 2014, total expenses were $14,~~210~~216, consisting of office and general expenses of $103,016 and professional fees of $1,200. Interest expense for the three months ended ~~August~~November 3130, 2014 was $~~893. For the three months ending August 31~~1, ~~2013, total expenses were $9,936, consisting solely of office and general expenses of $5,384 and professional fees of $4,552~~391. ~~Interest~~Our ~~expense~~net loss for the three months ended ~~August~~November 3130, ~~2013~~2014 was $~~693~~5,607.

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~~For~~By comparison, for the ~~six~~three months ending ~~August~~November 3130, ~~2014~~2013, total expenses were $7338,~~210,~~ consisting solely of office and general expenses ~~of $3,010, professional fees of $4,200~~. Interest expense for the ~~six~~three months ~~ended August 31, 2014 was $1,927. For the six months~~ ending August 31, 2013, ~~total~~was ~~expenses were~~ $~~13,273, consisting solely of office and general expenses of $5,721 and professional fees of $7,552~~820. ~~Interest~~Our ~~expense~~net loss for the ~~six~~three ~~month~~months ended ~~August~~November 3130, 2013 was $1,~~386~~158.

For the ~~period~~nine ~~from~~months ~~May~~ending 7,November ~~2010 (Inception) to August 31~~30, 2014, total expenses were $8411,~~136~~427, consisting of office and ~~interest~~general expenses of $6,027 and professional fees of $5,400. Interest expense for the nine months ended November 30, 2014 was $63,~~574~~318. Our net loss for the nine months ended November 30, 2014 was $14,745.

By comparison, for the nine months ending November 30, 2013, total expenses were $13,612, consisting solely of office and general expenses of $6,060 and professional fees of $5,400. Interest expense for the nine months ended November 30, 2013 was $7,965. Our net loss for the nine months ended November 30, 2013 was $15,818.

For the period from May 7, 2010 (Inception) to November 30, 2014, total expenses were $88,352, interest expense was $7,965, and our net loss was $96,317.

Liquidity and Capital Resources

At ~~August~~November 3130, 2014, we had a cash balance of $~~153~~5,112. We do not have sufficient cash on hand fund our ongoing operational expenses for any period of time. We will need to raise funds to commence our exploration program and fund our ongoing operational expenses. Additional funding will likely come from equity financing from the sale of our common stock or sale of part of our interest in our mineral claims. If we are successful in completing an equity financing, existing shareholders will experience dilution of their interest in our Company. We do not have any financing arranged and we cannot provide investors with any assurance that we will be able to raise sufficient funding from the sale of our common stock to fund our exploration activities and ongoing operational expenses. In the absence of such financing, our business will likely fail. There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing. If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of the Claims and our business will fail.

Subsequent Events

None through date of this filing.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

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

ITEM 4. CONTROLS AND PROCEDURES.

DISCLOSURE CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, our principal executive officer and our principal financial officer are responsible for conducting an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as of the end of the fiscal year covered by this report. Disclosure controls and procedures means that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, including any consolidating subsidiaries, and was made known to us by others within those entities, particularly during the period when this report was being prepared. Based on this evaluation, our principal executive officer and principal financial officer concluded as of the evaluation date that our disclosure controls and procedures were not effective as of ~~August~~November 3130, 2014.

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

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PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS.

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

ITEM 1A. RISK FACTORS

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

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES.

None.

ITEM 4. MINE SAFETY DISCLOSURES.

None.

ITEM 5. OTHER INFORMATION.

None.

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ITEM 6. EXHIBITS.

Exhibits required by Item 601 of Regulation SK.

Number		Description
2.1		Articles of Merger
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

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.

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SIGNATURES

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

	PENOLA INC.
	EMPRESS MINING INC.
	(Name of Registrant)
Date: December 30, 2014	By:	/s/ Nicholas Soo
Date: April 29, 2015	By:	/s/ Nicholas Soo
	Name:	Nicholas Soo
	Title:	President (principal executive officer, principal financial officer and principal accounting officer)

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EXHIBIT INDEX

Number		Description
3.1		Articles of Incorporation*
3.2		Bylaws*
31.1		Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2		Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1		Certification of Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension Schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document
101.LAB		XBRL Taxonomy Extension Label Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

*Filed 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.

Filing Compare · Empress Mining Inc.