UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

DogInn, Inc.

(Exact name of registrant as specified in its charter)

1380 Lougar Ave, Sarnia, Ontario, N7S 5N7, Canada

(Address of principal executive offices, including zip code)

519-381-7086

(Issuer’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days

x Yes o 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 (§ 229.405 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

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.

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

State the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 8,998,776   common shares as of November 5, 2013. 

2

TABLE OF CONTENTS

3

Item 1. Financial Statements

DogInn, Inc.

(A Development Stage Company)

Condensed Financial Statements

(Expressed in US dollars)

For the period ended September 30, 2013

Condensed Balance Sheets (unaudited)

5

Condensed Statements of Operations (unaudited)

6

Condensed Statements of Cash Flows (unaudited)

7

Notes to the Condensed Financial Statements (unaudited)

8

4

DogInn, Inc.

(A Development Stage Company)

Condensed Balance Sheets

(Expressed in US dollars)

(The accompanying notes are an integral part of these condensed financial statements)

5

DogInn, Inc.

(A Development Stage Company)

Condensed Statements of Operations

(Expressed in US dollars)

(unaudited)

(The accompanying notes are an integral part of these condensed financial statements)

6

DogInn, Inc.

(A Development Stage Company)

Condensed Statements of Cashflows

(Expressed in US dollars)

(unaudited)

(The accompanying notes are an integral part of these condensed financial statements)

7

DogInn, Inc.

(A Development Stage Company)

Notes to the Financial Statements

(Expressed in US dollars)

(unaudited)

1.

Nature of Operations and Continuance of Business

DogInn, Inc. (the “Company”) was incorporated in the state of Nevada on July 15, 2010 as a “C” corporation. The Company is a development stage company, as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, Development Stage Entities, and its objective is to generate a website that is intended to provide travelers with information and resources regarding pet friendly accommodation, services, and products.

2.

Summary of Significant Accounting Policies

a)

Basis of Presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) and are expressed in U.S. dollars.  The Company’s fiscal year end is December 31.

The accompanying financial statements have been prepared by the Company without audit.  In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at September 30, 2013, and for all periods presented herein, have been made.

It is suggested that these financial statements be read in conjunction with the financial statements and notes thereto included in the Company's December 31, 2012 audited financial statements.  The results of operations for the periods ended September 30, 2013 and 2012 are not necessarily indicative of the operating results for the full years.

b)

Use of Estimates

The preparation of financial statements in conformity with US GAAP 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 regularly evaluates estimates and assumptions related to the deferred income tax asset valuation allowances. 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 not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.

c)

Cash and Cash Equivalents

The Company considers all highly liquid instruments with a maturity of three months or less at the time of issuance to be cash equivalents.  At September 30, 2013 and December 31, 2012, the Company had no cash equivalents.

d)

Basic and Diluted Net Loss per Share

The Company computes net loss per share in accordance with ASC 260, Earnings per Share. ASC 260

requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net loss available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period.

8

Diluted EPS gives effect to all dilutive potential common shares outstanding during the period 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 shares if their effect is anti dilutive. As of September 30, 2013 and December 31, 2012, the Company did not have any potentially dilutive shares.

e)

Financial Instruments

Pursuant to ASC 820, Fair Value Measurements and Disclosures, an entity is required to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. ASC 820 establishes a fair value hierarchy based on the level of independent, objective evidence surrounding the inputs used to measure fair value. A financial instrument’s categorization within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. ASC 820 prioritizes the inputs into three levels that may be used to measure fair value:

Level 1

Level 1 applies to assets or liabilities for which there are quoted prices in active markets for identical assets or liabilities.

Level 2

Level 2 applies to assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

Level 3

Level 3 applies to assets or liabilities for which there are unobservable inputs to the valuation methodology that are significant to the measurement of the fair value of the assets or liabilities.

The Company’s financial instruments consist principally of cash, bank overdraft, accounts payable and accrued liabilities, and amounts due to related parties.  Pursuant to ASC 820, the fair value of our cash is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. We believe that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

f)

Comprehensive Loss

ASC 220, Comprehensive Income, establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As of September 30, 2013 and December 31, 2012, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.

g)   Income Taxes

The Company accounts for income taxes using the asset and liability method in accordance with ASC 740, Accounting for Income Taxes. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.  As of September 30, 2013, the Company has federal and state net operating loss carry forwards of approximately $69,000 (December 31, 2012 - $58,000), which will begin to expire in 2014 unless utilized in earlier years.  

9

h)

Reclassification

Certain balances in previously issued financial statements have been reclassified to be consistent with the current period presentation.  

i)

Recent Accounting Pronouncements

In July 2013, the FASB issued ASU No. 2013-11, Income Taxes (Top 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. The objective of ASU No. 2013-11 is to provide guidance on the financial statement presentation of an unrecognized tax benefit when a net loss carryforward, similar tax loss, or tax credit carryforward exists. The amendments in this standard is effective for all entities that have unrecognized tax benefits when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists for fiscal years, and interim periods beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-11 will have on our (consolidated) financial statements.

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force) and the United States Securities and Exchange Commission did not or are not believed by management to have a material impact on the Company’s present or future financial statements.

3.

Uncertainty of Ability to Continue as a Going Concern

These financial statements have been prepared on a going concern basis, which implies that the Company will continue to realize its assets and discharge its liabilities in the normal course of business. As of September 30, 2013, the Company has not recognized any revenue, has a working capital deficit of $21,237, and has an accumulated deficit of $68,784.  The continuation of the Company as a going concern is dependent upon the continued financial support from its management, and its ability to identify future investment opportunities and obtain the necessary debt or equity financing, and generating profitable operations from the Company’s future operations. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern.  These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.  

4.

Related Party Transactions

As at September 30, 2013, the Company owes $19,207 (December 31, 2012 - $10,190) to the former President and Director of the Company for funding of general operations. The amount owing is unsecured, non-interest bearing, and due on demand.

5.

Stockholders’ Deficit

There were no shares issued in the nine months ending September 30, 2013.

As of September 30, 2013 and December 31, 2012, the Company has authorized 10,000,000 shares of preferred stock, of which none were issued and outstanding.

As of September 30, 2013 and December 31, 2012, the Company has authorized 65,000,000 shares of $0.001 par value common stock, of which 8,998,776 shares have been issued and are outstanding.

As of September 30, 2013 and December 31, 2012, the stockholders made a capital contribution in the amount of $38,548 to pay for operating expenses incurred by the Company.

10

Item 2.   Management’s Discussion and Analysis of Financial condition and Results of Operations

The following discussion of the results of our operations and financial condition should be read in conjunction with our financial statements and the notes thereto included elsewhere in this report.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This section of this report includes a number of forward-looking statements that reflect our current views with respect to future events and financial performance.  Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue certainty on these forward-looking statements, which apply only as of the date of our report.  These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results and predictions.  We are a development stage company and have not yet generated or realized any revenues.

Overview

DogInn Inc. was incorporated in Nevada in July 2010 to become a resource for travelers seeking information and resources regarding pet friendly accommodation, services, and products. Our intention is to incorporate improvements over the small number of existing Internet offerings in the pet friendly travel space. Our website located at www.doginn.com is a move away from traditional types of user interfaces (i.e. text-based systems, multi-page, use of drop down boxes, etc.) to a simple interactive map-based presentation. The website will aim for maximum content and add new value-added features on an ongoing basis. It will be offered at no cost to the visitor and integrate a fast and efficient search capability. The website will be interactive, easy to use, content rich and graphically appealing.

Since inception we have worked toward the introduction and development of our website that we will use to generate revenues.  We have not yet generated revenues from operations. From our inception through September 30, 2013, we had an accumulated deficit of $68,784.

Plan of Operations

We are a development stage company with limited resources.  We have no revenues, have achieved losses since inception, have been issued a going concern opinion by our auditors and rely upon the sale of our securities to fund operations. Accordingly, we will be dependent on future financings and loans from our sole officer and director, Robin Looban to fund our continued operations and complete our plan of operations.

 To date, we have planned the preliminary content, design, graphics, and functional aspects of our website and completed a Beta site.

Our future plans involve completion of our website.  We plan to generate revenues by charging pet service and/or product providers fees for listing their businesses and/or products on our website.

Completion of our plan of operations will occur in two phases, as follows:

Phase One:

Early stage development of the website that demonstrates the capabilities of the website, initial content development, and the development of a list of pet related service providers.

Due to the nature of the costs involved and the fact that our  sole officer and director will not be compensated for her services during  this time, expenses related to phase one are expected to be less than $30,000. We have completed a Beta site and are undertaking further developing of the sites functionality and content.   

11

We believe we have sufficient capital to complete this phase of our plan of our operations. This phase was delayed due to the limited time our sole officer and director contributed to our operations.  We plan to complete this phase and launch our site by the end of 2013

Phase Two:

Management believes that if we are successful in the completion of phase one, the proof of concept will enable us to raise additional funds to fully develop the website and fund an expanded sales and marketing program.  Management anticipates hiring 1- to 2 employees for this effort and to go live and roll out the website.  We expect this phase to cost approximately $100,000.  Our president will spearhead this phase of our  plan of operations. We expect this process to take approximately 6 months from the time we complete Phase One above. We do not currently have sufficient capital to carry out this phase of our plan of operations.  We currently do not have any arrangements for financing and we may not be able to obtain financing when required.  We believe the only source of funds that would be realistic is through a loan from our president and the sale of equity capital.

We require additional financing to complete Phase Two of our plan of operations. There can be no assurance, however, that we will be able to acquire the financing necessary to complete our plan of operation. If we are unable to acquire such funds, our business may fail.  As a development stage company, we are not able to fund our cash requirements through our current operations. Historically, we have been able to raise a limited amount of capital through private placements of our equity stock and loans from our sole officer and director, but we are uncertain about our continued ability to raise funds privately.   Additionally, our sole officer and director is under no obligation to loan us funds to complete our plan of operations.

Results of Operations

The following summary of our results of operations should be read in conjunction with our financial statements included herein.

Our operating results for the three months ended September 30, 2013 and 2012 are summarized as follows:

Our operating results for the nine months ended September 30, 2013 and 2012 are summarized as follows:

Revenues

We have not earned any revenues to date. Our website is not yet operational and we do not anticipate earning revenues until our website is fully operational. We are presently in the development stage of our business and we can provide no assurance that we begin earning revenues.

12

Expenses

Our expenses for the three months ended September 30, 2013 and 2012 are outlined in the table below:

Our expenses for the nine months ended September 30, 2013 and 2012 are outlined in the table below:

Professional Fees

Professional fees include our accounting and auditing expenses incurred in connection with the preparation of our financial statements and professional fees that we pay to our legal counsel.

Transfer Fees

Our transfer agent fees decreased from $17,350 for the nine months ending September 30, 2012, to $0 for the nine months ending September 30, 2013.  This resulted in a decrease of operating expenses for the nine month period ending September 30, 2012 and 2013, from $23,053 to$11,042, respectively.

Going Concern

We have not attained profitable operations and are dependent upon loans from our management and future financings to complete our plan of operations. For these reasons our auditors stated in their report on our audited financial statements that they have substantial doubt we will be able to continue as a going concern.

Financings

Our operations to date have been funded by equity investment and loans from our former sole officer and director. All of our equity funding was received from a private placement of our common shares.

On September 21, 2010, we sold 5,658,776 shares of our common stock to our former president and director, Thomas Bartlett, at a price of $0.0025 per share, or an aggregate of $14,147.  These shares were offered and sold pursuant to exemption provided by Section 4(2) of the Securities Act of 1933, as amended (the “Securities Act”) . We believe that Section 4(2) was available because the offer and sale did not involve a public offering and the certificates representing the shares were marked with a restrictive legend setting forth the restrictions on transferability imposed by the Securities Act.

On December 22, 2010, we sold 3,340,000 shares of our common stock to thirty-three purchasers at the price of $0.01 per share or aggregate proceeds of $33,400. This offering was made pursuant to Rule 903(a) and conditions set forth in Category 3 (Rule 903(b)(3)) of Regulation S of the Securities Act.

13

As of September 30, 2013, we owed $19,207 to our former sole officer and director for funding general operations.

Off-Balance Sheet Arrangements

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

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

 Not Applicable.

Item 4.  Controls and Procedures.

As of the end of the period covered by this Report, Robin Looban,  our president, and principal financial officer (the “Certifying Officer”), evaluated the effectiveness of our disclosure controls and procedures,” as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934. Based on that evaluation, the officer concluded that, as of the date of the evaluation, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed in our periodic filings under the Securities Exchange Act is accumulated and communicated to management to allow timely decisions regarding required disclosure.

The Certifying Officer has also indicated that there were no changes in internal controls over financial reporting during the our last fiscal quarter, and no significant changes in our internal controls or other factors that could significantly affect such controls subsequent to the date of their evaluation and there were no corrective actions with regard to significant deficiencies and material weaknesses.

 Our management, including the Certifying Officer, does not expect that our disclosure controls or our internal controls will prevent all errors and fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. In addition, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the control. The design of any systems of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving our stated goals under all potential future conditions. Because of these inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

14

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

We are not a party to any pending legal proceeding. We are not aware of any pending legal proceeding to which any of our officers, directors, or any beneficial holders of 5% or more of our voting securities are adverse to us or have a material interest adverse to us.

Item 1A: Risk Factors

As a smaller reporting company, we are not required to provide the information required by this Item.

15

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We did not issue securities that were not registered under the Securities Act during the period ending September 30, 2013.

Item 3. Defaults upon Senior Securities

Not Applicable

Item 4. Mine Safety Disclosure

Not Applicable

Item 5. Other Information

Not Applicable

Item 6. Exhibits

Exhibit Number              Description of Exhibit

101.INS                             XBRL Instance Document, Filed herewith**

101.SCH                            XBRL Taxonomy Extension Schema, Filed herewith**

101.CAL                           XBRL Taxonomy Extension Calculation Linkbase, Filed herewith**

101.DEF                            XBRL Taxonomy Extension Definition Linkbase, Filed herewith**

101.LAB                           XBRL Taxonomy Extension Label Linkbase, Filed herewith**

101.PRE                            XBRL Taxonomy Extension Presentation Linkbase, Filed herewith**

*  Filed herewith

**Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or Section 18 of the Securities Exchange Act of 1934 and otherwise are not subject to liability.

16

SIGNATURES

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

17