UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

FORM 10-K /A

Amendment Number 2

(Mark One)

 

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2012

 

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from ________________ to December 31, 2102

 

Commission file number 333-173438

 

DOGINN INC.

 

(Exact name of registrant as specified in its charter)

 

Nevada	27-3191889
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1380 Lougar Ave. Sarnia, Ontario, Canada	N7S 5N7
(Address of principal executive offices)	(Zip Code)

 

Registrant’s telephone number, including area code 519-381-7086

 

Securities registered under Section 12(b) of the Act:

 

None	N/A
Title of each class	Name of each exchange on which registered

 

Securities registered under Section 12(g) of the Act:

 

Common Stock, $0.001 par value

 

(Title of class)   

 

Indicate by checkmark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.		Yes [ ] No [X]
Indicate by checkmark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.		Yes [ ] No [X]

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Indicate by checkmark whether the registrant has (1) 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 checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

 

Indicate by checkmark 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.

 

Large accelerated filer [   ]	(Do not check if a smaller reporting  company)	Accelerated filer                 [   ]
Non-accelerated filer   [   ]		Smaller reporting company [X]

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). 

 

	Yes[X]   No[  ]

 

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal quarter:   

$17,996.23 based upon the average bid and ask price of the Issuer’s common stock on June 28, 2013.

APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PAST FIVE YEARS:

 

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 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 [ ] N/A

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date.

8,998,776 shares of common stock as of June 4, 2013

 

DOCUMENTS INCORPORATED BY REFERENCE

 List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

2

EXPLANATORY NOTE

Doginn Inc. (the “Company”) is filing this Amendment No. 2 because the Securities and Exchange Commissions Comment Letter was not attached in the Amendment No. 1 submission.

3

DOGINN INC

TABLE OF CONTENTS

 

  

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PART I

 Forward Looking Statements.

 

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

·

the uncertainty that we will not be able to generate revenues from our website;

·

risks related to the large number of established and well-financed entities that we are competing with;

·

risks related to the failure to successfully manage or achieve growth of our business; and

·

other risks and uncertainties related to our business strategy

  

This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

 

Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. 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. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

 

Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

 

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common stock" refer to the common shares in our capital stock.

 

As used in this annual report, the terms "we", "us", "our", and ”DogInn”  mean DogInn Inc., unless the context clearly requires otherwise.

 

ITEM 1.     BUSINESS

 

General

 

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.  The company’s intention is to incorporate improvements over the small number of existing Internet offerings in the pet friendly travel space. The company’s website 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. 

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Since inception we have worked toward the introduction and development of our website that we will use to generate revenues.

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 additional financing in order to maintain our operations and continue seeking new business opportunities.

 

Government Regulation

 

Some electronic commerce activities are regulated by the Federal Trade Commission. These activities include the use of commercial e-mails, online advertising and consumer privacy. The Federal Trade Commission regulates all forms of advertising, including online advertising, and states that advertising must be truthful and non-deceptive. Safeguards will be put in place to protect consumers’ rights and privacy on our website.

 

Employees

 

We have no employees as of the date of this prospectus other than our president. We currently do not conduct business as we are only in the development stage of our company. We plan to conduct our business largely through the outsourcing of experts in each particular area of our business.

 

Subsidiaries

 

We do not have any subsidiaries.

 

Intellectual Property

 

We do not own, either legally or beneficially, any patent or trademark.

 

ITEM 1A.  RISK FACTORS

 

Our business is subject to numerous risk factors, including the following.

Risks Related To Our Financial Condition and Business Model

 

If we do not obtain additional financing, we will not be able to conduct our business operations to the extent that we become profitable.

 

Our current operating funds will cover the initial stage of our business plan; however, we currently do not have any operations and we have no income. We estimate that we will require an additional $100,000 in order to reach operational status and conduct our proposed operations. Because of this and the fact that we will incur significant legal and accounting costs necessary to maintain a public corporation, we will require additional financing to complete our development activities. 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 cannot offer any assurance as to our future financial results. You may lose your entire investment.

 

We have not generated any income from operations to date and future financial results are uncertain.  We cannot assure you that the registrant can operate in a profitable manner.  We have had losses since our inception  and have never generated revenues. Even if we obtain future revenues sufficient to expand operations, increased production or marketing expenses would adversely affect liquidity of the registrant.

 

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Our independent auditor has indicated that he has substantial doubt about our ability to continue as a going concern, if true, you could lose your investment.

 

Our independent auditor, has expressed substantial doubt about our ability to continue as a going concern given our lack of operating history and the fact to date have had no revenues. Potential investors should be aware that there are difficulties associated with being a new venture, and the high rate of failure associated with this fact.  We have incurred losses since our inception and have had no revenues to date. Our future is dependent upon our ability to obtain financing and upon future profitable operations from our website. These factors raise substantial doubt that we will be able to continue as a going concern.

 

We anticipate our operating expenses will increase prior to our earning revenues.  We may never achieve profitability and you may lose your entire investment.

 

Prior to completion of our development stage, we anticipate that we will incur increased operating expenses without realizing any revenues. We expect to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from our business development, we will not be able to become profitable or continue operations. There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we may not be able to generate any revenues or ever achieve profitability. If we are unsuccessful in addressing these risks, our business will most likely fail.

 

Because our executive officer does not have experience in e-commerce, there is a higher risk our business will fail.

 

None of our executive officers have any experience in e-commerce and have never managed any company involved in e-commerce. As a result our business could suffer irreparable harm due to our lack of experience in e-commerce.

 

Our executive officer has only agreed to provide her services on a part-time basis.  She may not be able or willing to devote a sufficient amount of time to our business operations, causing our business to fail.

 

Because we are in the development stage of our business, our executive officer will not be spending a significant amount of time on our business. Robin Looban expects to expend approximately 20 hours per week on our business. Competing demands on her time may lead to a divergence between her interests and the interests of other shareholders.

 

Our executive officer is a Canadian resident; difficulty may arise in attempting to effect service or process on her in Canada

Because our executive officer is a Canadian resident, difficulty may arise in attempting to effect service or process on herin Canada or in enforcing a judgment against any of our assets located outside of the United States.

 

 

The success of our business depends on the continued use and growth of the Internet as a commerce platform

 

The existence and growth of our service depends on the continued acceptance of the Internet as a commerce platform for individuals and enterprises. The Internet could possibly lose its viability as a tool to pay for online services by the adoption of new standards and protocols to handle increased demands of Internet activity, security, reliability, cost, ease-of-use, accessibility and quality of service.  The acceptance and performance of the Internet has been harmed by viruses, worms, and spy-ware.  If for some reason the Internet was no longer widely accepted as a tool to pay for online services, the demand for our service would be significantly reduced, which would harm or cause our business to fail.

7

We will rely on a third-party for hosting and maintenance of our website.  Any mismanagement or service interruptions could significantly harm our business

 

Our website will be hosted and maintained by a third party hosting service.  Any mismanagement, service interruptions, or damage to the data of our company or our customers, could result in the loss of customers, or other harm to our business.

 

We may be exposed to liability for infringing intellectual property rights of other companies

 

Our success will, in part, depend on our ability to operate without infringing on the proprietary rights of others. Although we have conducted searches and are not aware of any trademarks which our company might infringe, we cannot be certain that infringement has not or will not occur. We could incur substantial costs, in addition to the great amount of time lost, in defending any trademark infringement suits or in asserting any trademark rights, in suit with another party.

 

We may be unsuccessful in implementing required internal controls over financial reporting.

 

We are not currently required to comply with the SEC’s rules implementing Section 404 of the Sarbanes-Oxley Act of 2002, and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. Upon becoming a public company, we will be required to comply with the SEC’s rules implementing Section 302 of the Sarbanes-Oxley Act of 2002, which will require our management to certify financial and other information in our quarterly and annual reports and provide an annual management report on the effectiveness of our internal control over financial reporting until the year following our first annual report required to be filed with the SEC. To comply with the requirements of being a public company, we will need to create information technology systems, implement financial and management controls, reporting systems and procedures and contract additional accounting, finance and legal staff.

 

As long as we remain a smaller reporting company, we will not be required to obtain or disclose an auditor’s attestation concerning management’s report on internal controls over financial reporting.  Any failure to develop or maintain effective controls, or any difficulties encountered in our implementation of our internal controls over financial reporting could result in material misstatements that are not prevented or detected on a timely basis, which could potentially subject us to sanctions or investigations by the SEC or other regulatory authorities. Ineffective internal controls could cause investors to lose confidence in our reported financial information.

 Risks Related To This Offering

 If a market for our common stock does not develop, shareholders may be unable to sell their shares

 

Even though our common shares are approved for quotation by the OTC Markets OTC Link quotation system, no trades have occurred. A public market may never materialize for our common shares. If a public market for our common stock does not develop, investors may not be able to re-sell the shares of our common stock that they hold.

 

If a market for our common stock develops, our stock price may be volatile

 

If a market for our common stock develops, we anticipate that the market price of our common stock will be subject to wide fluctuations in response to several factors, including:

 

	●	the evolving demand for our service;
	●	our ability or inability to arrange for financing;

	●	our ability to manage expenses;
	●	changes in our pricing policies or our competitors; and

	●	global economic and political conditions.

 

8

Further, the price of our common stock may be impacted by factors that are unrelated or disproportionate to our operating performance. These market fluctuations may adversely affect the market price of our common stock.

 

 

We do not meet the requirements for our stock to be quoted on NASDAQ, American Stock Exchange or any other senior exchange and the tradability in our stock will be limited under the penny stock regulation.

 

The liquidity of our common stock is restricted as our common stock falls within the definition of a penny stock.

 

Under the rules of the Securities and Exchange Commission, if the price of our common stock on the OTC Bulletin Board is below $5.00 per share, our common stock is a "penny stock." As a result, our common stock is subject to the "penny stock" rules and regulations.  Broker-dealers who sell penny stocks to certain types of investors are required to comply with the Commission's regulations concerning the transfer of penny stock.  These regulations require broker-dealers to:

   -   Make a suitability determination prior to selling penny stock to the purchaser;

   -   Receive the purchaser's written consent to the transaction; and

   -   Provide certain written disclosures to the purchaser.

 

These requirements may restrict the ability of broker/dealers to sell our common stock, and may affect the ability of our shareholders to resell their shares.

 

ITEM 2.     PROPERTIES.

 

Executive Offices

Our executive offices are located at 1380 Lougar Ave., Sarnia, Ontario, Canada. Mr. Thomas Bartlett, our largest shareholder, currently provides this space to us free of charge. This space may not be available to us free of charge in the future. We do not own any real property.

 

ITEM 3.     LEGAL PROCEEDINGS.

 

We know of no material, active or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 4.     MINE SAFETY DISCLOSURES

 

None.

  

PART II

 

ITEM 5.     MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

 

Market for Securities

 

Our common shares are quoted on the OTC Markets OTCQB under the trading symbol “DOGI”. Our shares have been approved for quotation by the OTC Markets OTC Link quotation system since August 16, 2011. There have been no trades in our shares of common stock since quotation was approved.

9

Our transfer agent is Island Stock Transfer who is registered with the Securities and Exchange Commission as a transfer agent.  Their contact information is set forth below:

Island Stock Transfer

15500 Roosevelt Boulevard, Suite 301

Clearwater, FL 33760

Telephone number 727.289.0010

Facsimile: 727.289.0069

Website: http://www.islandstocktransfer.com

 

Holders of our Common Stock

 

As of May 20, 2013, there were 8,998,776 shares of our common stock issued and outstanding.  Of these 3,340,000 shares are unrestricted securities held in the name of Cede & Co.   The remaining 5,658,776 common shares are restricted shares held by our former officer and director, Thomas Bartlett.

 

Dividend Policy

 

There are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

 

	1.	We would not be able to pay our debts as they become due in the usual course of business; or
	2.	Our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of shareholders who have preferential rights superior to those receiving the distribution.

 

We have not declared any dividends and we do not plan to declare any dividends in the foreseeable future.

 

Recent Sales of Unregistered Securities

 

We did not issue any securities without registration pursuant to the Securities Act of 1933 during the year ended December 31, 2012.

 

Purchases of Equity Securities by the Issuer and Affiliated Purchasers

 

We did not purchase any of our shares of common stock or other securities during our fiscal year ended December 31, 2012.

 

Securities Authorized for Issuance Under Equity Compensation Plans

 

We do not have any equity compensation plans.

 

ITEM 6.     SELECTED FINANCIAL DATA.

 

Not Applicable.

  

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ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

 

The following discussion should be read in conjunction with our audited financial statements and the related notes that appear elsewhere in this annual report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to such differences include those discussed below and elsewhere in this annual report.

 

Our audited consolidated financial statements are stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

 

Plan of Operation

 

The registrant is a development stage company with limited initial funding.   Therefore, development will occur in several 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 the company’s president will not be receiving a salary at this time, expenses related to phase one are expected to be less than $30,000. The company has completed its Beta site and is further developing it. The company expects to complete a launchable site in June 2013. The president will spearhead this effort. The company currently has sufficient capital to complete this phase of its plan of operations.

 

Phase Two:

 

Management believes that if the company is successful in the completion of phase one, the proof of concept will enable the company to raise additional funds to fully develop the website and fund an expanded sales and marketing effort.  Management anticipates hiring 1-2 permanent staff for this effort and to go live and roll out the website. The company expects this phase to cost approximately $100,000. The president will spearhead this phase of its plan of operations. If the company is able to carry forward with this phase of its plan of operations it expects the process to take approximately 6 months. The company does not currently have sufficient capital to carry out this phase of its 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.

 

Our company will require additional financing. There can be no assurance, however, that we will be able to acquire the financing necessary to enable us to pursue our plan of operation. If our company requires additional financing and 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, but we are uncertain about our continued ability to raise funds privately. If we are unable to secure adequate capital to continue our operations, our shareholders may lose some or all of their investment and our business may fail.

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Anticipated Cash Requirements

 

We anticipate that we will incur the following expenses over the next twelve months:

 

1.	$100,000 in connection with our development of our website and marketing efforts;
2.	$10,000 for operating expenses, including professional legal and accounting expenses associated with our company being a reporting issuer under the Securities Exchange Act of 1934; and

 

We require a minimum of approximately $110,000 to carry out our plan of operation over the next twelve months. As we had cash in the amount of $0 and an accumulated deficit of $57,742 and $32,428 as of December 31, 2012 and 2011, respectively, we do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. We plan to complete private placement sales of our common stock in order to raise the funds necessary to pursue our plan of operation and to fund our working capital deficit in order to enable us to pay our accounts payable and accrued liabilities. We currently do not have any arrangements in place for the completion of any private placement financings and there is no assurance that we will be successful in completing any private placement financings.

 

Results of Operations

 

Our operating results for the year ended December 31, 2012 and 2011 are summarized as follows:

 

		For the Years Ended
		December 31,
		2012				2011
Revenue		$	-			$	-
Operating expenses			25,314				26,509
Net loss		$	25,314			$	26,509

 

Revenues

 

We have not earned any revenues to date, and do not anticipate earning revenues until such time as our website is complete.

 

Expenses

 

Our expenses for the year ended December 31, 2012 and 2011 are outlined in the table below:

		For the Years Ended
		December 31,
		2012				2011
Professional fee		$	4,625			$	8,205
Transfer fee			17,750				12,700
General & administrative expenses			2,939				5,604
Total expenses		$	25,314			$	26,604

 

Professional Fees

 

Professional fees include our accounting and auditing expenses incurred in connection with the preparation and audit of our financial statements and professional fees that we pay to our legal counsel. Our accounting and auditing expenses were incurred in connection with the preparation of our audited financial statements and unaudited interim financial statements and our preparation and filing of a registration statement with the SEC. Our legal expenses represent amounts paid to legal counsel in connection with our corporate organization.

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General & administrative expenses

The increase in our general and administrative expense between December 31, 2012 and December 31, 2011 is associated with the development of the DogInn website and becoming a reporting issuer.

 

Liquidity And Capital Resources

 

Working Capital

 

		As of				As of				Percentage
		December 31, 2012				December 31, 2011				Increase / (Decrease)
Current Assets			-				18,008				(100%)
Current Liabilities			10,195				2,889				353%
Working Capital			(10,195				15,119				(100%)

Cash Flows
		For the year Ended				For the year Ended				Percentage
		December 31, 2012				December 31, 2011				Increase / (Decrease)
Cash used in Operating Activities			28,198				26,509				(4.74)%
Cash from Investing Activities			-				-				-
Cash from Financing Activities			10,190				-				100%
Net decrease in Cash			(18,008)				-				(100)%

 

We anticipate that we will incur approximately $10,000 for operating expenses, including professional, legal and accounting expenses associated with our reporting requirements under the Exchange Act during the next twelve months. Accordingly, we will need to obtain additional financing in order to complete our business plan.

 

Cash Used In Operating Activities

 

We used cash in operating activities in the amount of $28,198 and $26,509 during the years ended December 31, 2012 and 2011, respectively. Cash used in operating activities was funded by cash from financing activities.

 

Cash from Financing Activities

 

We received $10,190 and $0 from financing activities during the year ended December 31, 2012 and 2011, respectively.

 

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Going Concern

 

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at December 31, 2012, our company has accumulated deficit of $57,742 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next twelve months. 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 our company be unable to continue as a going concern.

 

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended December 31, 2012, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

 

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

 

Future Financings

 

We anticipate continuing to rely on equity sales of our common shares in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned activities. Thomas Bartlett has agreed to provide loans to a minimal amount to carry on our legal, accounting and reporting needs.

 

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 are material to stockholders.

 

Application of Critical Accounting Estimates

 

The financial statements of our company have been prepared in accordance with generally accepted accounting principles in the United States. Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

 

ITEM 8.               FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

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 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors

DogInn, Inc.

(A development stage company)

We have audited the accompanying balance sheets of DogInn, Inc. (the “Company”) (a development stage company) as of December 31, 2012, and the related statements of operations, stockholders’ deficit and cash flows for the year then ended December 31, 2012 and for the period from July 15, 2010 (Inception) through December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company as of and for year ended December 31, 2011, were audited by another auditor; whose report dated March 20, 2012; express an unqualified opinion on the financial statements.

We conducted our audit in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company was not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audit included examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. Our audit also included assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 2012, and the results of its operations and its cash flows for the year then ended December 31, 2012 and for the period from July 15, 2010 (Inception) to December 31, 2012, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company has had an accumulated deficit of $57,742 since inception. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management's plans concerning these matters are also described in Note 3, which includes the raising of additional equity financing or merger with another entity. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

/s/ Anton & Chia LLP

Newport Beach, CA

June 4, 2013

15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To: The Board of Directors and Shareholders

       Doginn, Inc.

I have audited the accompanying balance sheet of Doginn, Inc. as of December 31, 2011 and 2010 and the related statements of operations, of shareholders’ equity and of cash flows for the year and period then ended and from Inception, July 15, 2010 to December 31, 2011. These financial statements are the responsibility of the Company’s management.  My responsibility is to express an opinion on these financial statements based on my audit.  

I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements.  An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation.  I believe that my audit provides a reasonable basis for my opinion.

In my opinion, based on my audit, the financial statements referred to above present fairly, in all material respects, the financial position of Doginn, Inc. as of December 31, 2011 and 2010 and the results of its operations, changes in stockholders’ equity and its cash flows for the year and period then ended, and from Inception, July 15, 2010 to December 31, 2011, in conformity with United States generally accepted accounting principles.

The Company’s financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. As discussed in Note 2 to the financial statements, the Company as at December 31, 2011 had not established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern.  This factor raises substantial doubt concerning the Company’s ability to continue as a going concern.  Its ability to continue as a going concern is dependent on the successful completion of its business plan in order to fund operating losses and become profitable.  If the Company is unable to make it profitable, the Company could be forced to cease development of operations. Management’s plans in regard to these matters are also described in Note 2.    

 Management cannot provide any assurances that the Company will be successful in its operation.  The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

The Company has determined that it is not required to have, nor was I engaged to perform, an audit of the effectiveness of its documented internal controls over financial reporting.

/s/ John Kinross-Kennedy

Certified Public Accountant

Irvine, California

March 20, 2012

  

16

  

DOGINN, INC.

(A Development Stage Company)

BALANCE SHEETS

		December 31,				December 31,
		2012				2011
ASSETS
Current Assets
Cash		$	-			$	18,008
TOTAL ASSETS		$	-			$	18,008
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Accrued expense			5				2,889
Officer loan			10,190				-
Total Liabilities			10,195				2,889
Stockholders' Deficit
Preferred stock, $0.001 par value, 10,000,000 shares
authorized; no shares issued and outstanding			-				-
Common stock, $0.001 par value, 65,000,000 shares
authorized 8,998,776 shares issued and outstanding			8,999				8,999
Additional paid-in capital			38,548				38,548
Deficit accumulated during the development stage			(57,742)				(32,428)
Total Stockholders' Deficit			(10,195)				15,119
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT		$	-			$	18,008

The accompanying notes are an integral part of these financial statements

  

17

  

DOGINN, INC.

(A Development Stage Company)

STATEMENTS OF OPERATIONS

			For the year ended December 31, 2012				For the year ended December 31, 2011				For the period from July 15, 2010 (inception) to December 31, 2012
Revenue		$	-			$	-			$	-
Operating expenses
Professional fees			4,625				8,205				15,830
Transfer fees			17,750				12,700				30,450
General and administrative			2,939				5,604				11,462
Total operating expenses			25,314				26,509				57,742
Loss before tax expense			(25,314)				(26,509)				(57,742)
Income tax			-				-				-
Net loss		$	(25,314)			$	(26,509)			$	(57,742)
Loss per share - basic and diluted		$	(0.00)			$	(0.00)
Weighted average shares - basic and diluted
			8,998,776				8,998,776

 

The accompanying notes are an integral part of these financial statements

  

18

  

DOGINN, INC.

(A Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT

 

														Deficit
										Additional				Accumulated				Total
		Common Stock								Paid-in				During the				Stockholders'
		Shares				Amount				Capital				Development Stage				Deficit
Beginning balance, July 15, 2010		-				-					-				-				-
Common stock issued for cash September 21, 2010 at $.0025/share			5,658,776			$	5,659			$	8,488			$	-			$	14,147
Common stock issued for cash December 31, 2010 at $.01/share			3,340,000				3,340				30,060				-				33,400
Net loss			-				-				-				(5,919)				(5,919)
Balance, December 31, 2010			8,998,776			$	8,999			$	38,548			$	(5,919)			$	41,628
Net loss			-				-				-				(26,509)				(26,509)
Balance, December 31, 2011			8,998,776			$	8,999			$	38,548			$	(32,428)			$	15,119
Net loss			-				-				-				(25,314)				(25,314)
Balance, December 31, 2012			8,998,776			$	8,999			$	38,548			$	(57,742)			$	(10,195)

 

The accompanying notes are an integral part of these financial statements

  

19

  

DOGINN, INC.

(A Development Stage Company)

STATEMENTS OF CASH FLOWS

The accompanying notes are an integral part of these financial statements

  

20

DOGINN INC.

(A Development Stage Company)

NOTES TO THE FINANCIAL STATEMENTS

NOTE 1.       NATURE OF ORGANIZATION

Doginn Inc. was incorporated in Nevada on July 15, 2010 as, a “C” corporation. The Company was capitalized in its initial fiscal year with subscriptions of $48,400 for stock. The Company was formed with the object of generating a website that is intended to provide travelers with information and resources regarding pet friendly accommodation, services and products.

NOTE 2.       SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States.  Because a precise determination of many assets and liabilities is dependent upon future events, the preparation of financial statements for a period necessarily involves the use of estimates which have been made using careful judgment.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period.  Actual results could differ from those estimates.

The financial statements have, in management’s opinion, been properly prepared within the reasonable limits of materiality and within the framework of the significant accounting policies summarized below:

Basis of Presentation

The summary of significant accounting policies presented below is designed to assist in understanding the Company’s financial statements. Such financial statements and accompanying notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (“GAAP”) in all material respects, and have been consistently applied in preparing the accompanying financial statements.

Loss Per Share

Earnings per share is calculated in accordance with FASB (Financial Accounting Standards Board) ASC (Accounting Standards Codification) No.260, Earnings Per Share for the period presented.  Basic net loss per share is based upon the weighted average number of common shares outstanding.  Diluted net loss per share is based on the assumption that all dilutive convertible shares and stock options were converted or exercised.  The Company has no potentially dilutive securities as of December 31, 2012 and 2011.

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The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computations for the year ended December 31, 2012 and 2011:

	2012				2011
Basic and diluted earnings (loss) per share:
Net loss:		$	(25,314)			$	(26,509)
Basic and diluted weighted average			8,998,776				8,998,776
Basic earnings per share		$	(0.00)				(0.00)

  

Income Taxes

Income taxes are provided under the asset and liability method as required by FASB ASC Topic 740, Accounting for Income Taxes. Under this method, deferred income taxes are recognized for the tax consequences of “temporary differences” by applying enacted statutory tax rates applicable to future years to differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities. The effect of a tax rate change on deferred taxes is recognized in operations in the period that the change in the rate is enacted. Valuation allowances are established when necessary to reduce net deferred tax assets to the amount expected to be realized.  Under the provision of FASB ASC Topic 740, the Company had no material unrecognized tax benefits and no adjustments to liabilities or operations were required. The Company may recognize interest and penalties related to uncertain tax positions in income tax expense. There was no expense related to interest and penalties for the three months ended December 31, 2012.

A reconciliation of income tax expense to the amount computed at the statutory rates is as follows:

		Year Ended December 31,
			2012				2011
Net loss			(25,314)				(26,509)
Average statutory tax
Federal rate			35%				35%
Expected income tax			-				-

 

Significant components of deferred income tax assets are as follows:

 

The increase in valuation allowance for the year ended December 31, 2012 was $8,860 because in the opinion of management it is more likely than not that some or all of the deferred tax asset will not be realized.

The Company has net operating losses carried forward of approximately $57,742 for tax purposes which will expire in 2031 through 2032 if not utilized.

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Recent Accounting Pronouncements

Adopted

Effective January 2013, we adopted FASB ASU No. 2011-11, Balance Sheet (Topic 210):  Disclosures about Offsetting Assets and Liabilities (ASU 2011-11).  The amendments in ASU 2011-11 require the disclosure of information on offsetting and related arrangements for financial and derivative instruments to enable users of its financial statements to understand the effect of those arrangements on its financial position.  Amendments under ASU 2011-11 will be applied retrospectively for fiscal years, and interim periods within those years, beginning after January 1, 2013.  The adoption of this update did not have a material impact on the financial statements.

Effective January 2013, we adopted FASB ASU No. 2013-02, Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive (ASU 2013-02).  This guidance is the culmination of the FASB’s deliberation on reporting reclassification adjustments from accumulated other comprehensive income (AOCI).  The amendments in ASU 2013-02 do not change the current requirements for reporting net income or other comprehensive income.  However, the amendments require disclosure of amounts reclassified out of AOCI in its entirety, by component, on the face of the statement of operations or in the notes thereto. Amounts that are not required to be reclassified in their entirety to net income must be cross-referenced to other disclosures that provide additional detail. This standard is effective prospectively for annual and interim reporting periods beginning after December 15, 2012. The adoption of this update did not have a material impact on the financial statements.

Not Adopted

In February 2013, the FASB issued ASU No. 2013-04, Liabilities (Topic 405): Obligations Resulting from Joint and Several Liability Arrangements for Which the Total Amount of the Obligation Is Fixed at the Reporting Date. The amendments in ASU 2013-04 provide guidance for the recognition, measurement, and disclosure of obligations resulting from joint and several liability arrangements for which the total amount of the obligation within the scope of this Update is fixed at the reporting date, except for obligations addressed within existing guidance in U.S. GAAP. The guidance requires an entity to measure those obligations as the sum of the amount the reporting entity agreed to pay on the basis of its arrangement among its co-obligors and any additional amount the reporting entity expects to pay on behalf of its co-obligors. The guidance in this Update also requires an entity to disclose the nature and amount of the obligation as well as other information about those obligations. The amendment in this standard is effective retrospectively for fiscal years, and interim periods within those years, beginning after December 15, 2013. We are evaluating the effect, if any, adoption of ASU No. 2013-04 will have on our financial statements.

In April 2013, the FASB issued ASU No. 2013-07, Presentation of Financial Statements (Top 205): Liquidation Basis of Accounting. The objective of ASU No. 2013-07 is to clarify when an entity should apply the liquidation basis of accounting and to provide principles for the measurement of assets and liabilities under the liquidation basis of accounting, as well as any required disclosures. The amendments in this standard is effective prospectively for entities that determine liquidation is imminent during annual reporting periods beginning after December 15, 2013, and interim reporting periods therein. We are evaluating the effect, if any, adoption of ASU No. 2013-07 will have on our financial statements.  

Other recent accounting pronouncements issued by the FASB (including its Emerging Issues Task Force), the American Institute of Certified Public Accountants, 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.

23

Fair Value of Financial Instruments

The Financial Accounting Standards Board issued   ASC (Accounting Standards Codification) 820-10 (SFAS No. 157), “Fair Value Measurements and Disclosures" for financial assets and liabilities. ASC 820-10 provides a framework for measuring fair value and requires expanded disclosures regarding fair value measurements.  FASB ASC 820-10 defines fair value as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date.  FASB ASC 820-10 also establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required by the standard that the Company uses to measure fair value:

Level 1:  Quoted prices in active markets for identical assets or liabilities.

Level 2:  Observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the related assets or liabilities.

Level 3:  Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

  

NOTE 3.        GOING CONCERN

The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and to allow it to continue as a going concern. The Company incurred a net loss of $25,314 and $26,509 for the year ended December 31, 2012 and 2011, respectively and has an accumulated net loss of $57,742 since inception.  The Company’s continuation as a going concern is dependent on its ability to generate sufficient cash flows from operations to meet its obligations, which it has not been able to accomplish to date, and /or obtain additional financing from its stockholders and/or other third parties. If the Company is unable to obtain adequate capital, it could be forced to cease development of operations.

These financial statements have been prepared on a going concern basis, which implies the Company will continue to meet its obligations and continue its operations for the next fiscal year. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, the ability of the Company to obtain necessary equity financing to continue operations, successfully locating and negotiate with a business entity for the combination of that target company with the Company. 

The accompanying financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or the amount and classifications or liabilities or other adjustments that might be necessary should the Company be unable to continue as a going concern.

NOTE 4.        DEVELOPMENT STAGE COMPANY

 

The Company is considered a development stage company, with no operating revenues during the period presented while developing its plan of operation.  The Company is required to report its operations, shareholders deficit and cash flows since inception through the date that revenues are generated from management’s intended operations, among other things.  Management has defined inception as July 15, 2010. Since inception, the Company has incurred an operating loss of $57,742. The Company’s working capital has been generated through the sales of common stock.  Management has provided financial data since July 15, 2010, “Inception” in the financial statements, as a means to provide readers of the Company’s financial information to make informed investment decisions.

24

NOTE 5.        OFFICER LOAN

As of December 31, 2012, the President of the Company, Thomas Bartlett, advanced funds to the Company on promissory notes aggregating to $10,190. The note carries no interest, has no terms of repayment other than to be repaid from future proceeds of the Company, and has no maturity.

NOTE 6.        CAPITAL STRUCTURE

During the period from inception July 15, 2010 through December 31, 2012 the Company entered into the following equity transactions:

September 21, 2010, 5,658,776 shares were issued to the President of the Company, Tom Bartlett, for consideration of $14,147.

December 31, 2010, the Company sold 3,340,000 shares at $0.01 per share realizing $33,400.

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

As of 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.

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ITEM 9A.   CONTROLS AND PROCEDURE

 

Evaluation of Disclosure Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow for timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures were designed to provide reasonable assurance that the controls and procedures would meet their objectives. As required by SEC Rule 13a-15(b), our management carried out an evaluation, with the participation of our Chief Executive and Chief Financial Officers, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance level.

 

Management’s Annual Report on Internal Control over Financial Reporting

 

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, management has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Management has used the framework set forth in the report entitled Internal Control-Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control over financial reporting. Based on this assessment, management has concluded that our internal control over financial reporting was effective as of December 31, 2012.This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our internal control over financial reporting was not subject to attestation by our independent registered public accounting firm pursuant to temporary rules of the SEC that permit us to provide only management’s report in this Annual Report.

 

There has been no change in our internal controls over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting.

 

ITEM 9B.             OTHER INFORMATION.

 

None.

 

  

 

 

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PART III

 

ITEM 10.    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

 

Former Director and Executive Officer

 

As at June 4, 2013, our directors and executive officers, their ages, positions held, and duration of such, are as follows:

 

Name	Age	Position(s) and Office(s) Held	Term of Office
Thomas Bartlett(1)	35	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director	Since Inception To Present

 

Set forth below is a brief description of the background and business experience of our former and present officers and directors.

 

(1) Thomas Bartlett, resigned as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, President and Sole Director, effective September 6, 2013.

Thomas Bartlett graduated from Dalhousie University in Halifax, Nova Scotia with a Bachelor of Commerce Co-op Degree in April 2000. Mr. Bartlett completed the Information Technology Professional Program at Lambert College in Sarnia, Ontario in 2001, where he received an A+ Technician Hardware Certification, as well as the MCP (Microsoft Certified Professional) MCSE (Microsoft Certified Systems Engineer) and CCNA (Cisco Certified Network Associate) designations.  Mr. Bartlett worked as a Brokers Assistant at RBC Dominion Securities in 1997, and as a Marketing Assistant in the U.K. at National Britannia through 1998. While at Cargonet Software in 2000, as IT and Marketing Associate Mr. Bartlett was not only responsible for telemarketing and helpdesk support for Cargonet Software, he was involved with business to business marketing of logistics software and performed testing and installation of logistics software. While at Infotech Associates in Sydney Australia from 2002 to 2004 Mr. Bartlett acted as business consultant in several business initiatives for major clients, areas included IT, finance, marketing initiatives and back office process management. While at IBM Canada from 2004 to 2006 as Territory Sales Representative for Northern California, Mr. Bartlett was responsible for identifying/driving new opportunities, increasing market share and growth within the SMB market on IBM’s total portfolio of hardware, software and services through telecoverage. Since 2006 Mr. Bartlett has been owner / operator of C&C Coatings, a Sarnia, Ontario based applicator of Teflon and Powder Coating to metals. He is responsible for all company operations including sales, finance, marketing, HR, quality control and administration.

 

Present Director and Executive Officer

As at June 4, 2013, our directors and executive officers, their ages, positions held, and duration of such, are as follows:

 

Name	Age	Position(s) and Office(s) Held	Term of Office
Robin Looban(1)	45	President, Chief Executive Officer, Chief Financial Officer, Secretary and Director	September 6, 2103 To Present

 

(1) Contemporaneously with Mr. Bartlett’s resignation described above, on September 6, 2013, Robin Looban was appointed as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, President and Sole Director to fill the vacancies  created by Mr. Bartlett's resignation.

  

Robin Looban is 45 years of age.  She has more than ten years experience in the financial services industry.  From 2003 to present, has served as a financial services manager at Prime Gallion Cebu International in Manila Philippines. Her duties include evaluation of credit opportunities, oversight of credit operations and credit application review.

27

Mrs. Looban received a Bachelor of Arts in Finance from Jose Rizal College in Mandaluyong City Philippines which she attended from 1987 through 1991.

  

The Company believes that Mrs. Looban's educational background, and business and operational experience in the financial services industries gives her the qualifications and skills necessary to serve as our Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer, President and Sole.  Effective September 6, 2013, Robin Looban became the Company’s sole officer and director.

Term of Office

 

Our directors are appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws. Our officers are appointed by our board of directors and hold office until removed by the board.

 

Significant Employees

 

We have no significant employees other than the directors and officers described above.

 

Family Relationships

 

There are no family relationships between our officers and directors.

 

  Involvement in Certain Legal Proceedings

 

Our directors, executive officers and control persons have not been involved in any of the following events during the past five years:

 

	1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;
	2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);
	3.	being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

	4.	being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

 

Audit Committee

 

The Company’s audit committee is composed of our sole officer and director Thomas Bartlett.

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Audit Committee Financial Expert

 

Our board of directors has determined that it does not have an audit committee member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K. We believe that the audit committee members are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

 

ITEM 11.    EXECUTIVE COMPENSATION.

 

The particulars of compensation paid to the following persons:

 

	·	our principal executive officers;

 

	·	our most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2012; and

 

	·	up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year, who we will collectively refer to as the named executive officers, for our years ended December 31, 2012 and 2011, are set out in the following summary compensation table:

  

 

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Thomas Bartlett (1) President, Chief Executive Officer, Chief Financial Officer and Secretary	2012 2011	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil	Nil Nil

(1)	Thomas Bartlett was been our president, chief executive officer, chief financial officer and Secretary from our inception until September 6, 2013. .

 

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control.

29

Outstanding Equity Awards at Fiscal Year-End

 

As at December 31, 2012, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our sole executive officer.

 

Aggregated Options Exercised in the Year Ended December 31, 2012 and 2011, and Year End Option Values

 

There were no stock options exercised during the year ended December 31, 2012 and 2011.

 

Repricing of Options/SARS

 

We did not reprice any options previously granted during the year ended December 31, 2012 and 2011.

 

Director Compensation

 

We do not pay our directors any fees or other compensation for acting as directors. We have not paid any fees or other compensation to any of our directors for acting as directors to date.

  

  

Employment Contracts

 

We presently do not have any employment agreements or other compensation arrangements with our sole officer and director, Robin Looban.  

 

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

 

As of June 4, 2013, and October 29, 2013, there were 8,998,776 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

 

 

Title of class	Name and address of beneficial owner	Amount of beneficial ownership	Percent of class*
Common	Thomas Bartlett 1380 Lougar Ave Sarnia, ON N7S 5N7	5,658,776	62.88%
Common	5% Shareholders
	None

 

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(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
(2)	The percentage of class is based on 8,998,776 shares of common stock issued and outstanding as of June 4, 2013, and October 29, 2013.

 Changes in Control

 

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

  

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

 

None of the following parties has, since commencement of our fiscal year ended December 31, 2012, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us, in which our company is a participant and the amount involved exceeds the lesser of $120,000 or 1% of the average of our company’s total assets for the last three completed financial years:

 

	(i)	Any of our directors or officers;
	(ii)	Any person proposed as a nominee for election as a director;
	(iii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;

	(iv)	Any of our promoters; and
	(v)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

 

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ITEM 14.    PRINCIPAL ACCOUNTANT FEES AND SERVICES

 

Audit fees

 

The aggregate fees billed for the two most recently completed fiscal years ended December 31, 2012 and 2011 for professional services rendered by John Kinross-Kennedy, CPA, and Anton and Chia, LLP, for the audit of our annual consolidated financial statements, quarterly reviews of our interim consolidated financial statements and services normally provided by the independent accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

 

		Year Ended December 31, 2012				Year Ended December 31, 2011
Audit Fees and Audit Related Fees		$	2,000			$	2,000
Tax Fees			-				-
All Other Fees			-				-
Total		$	2,000			$	2,000

 

In the above table, “audit fees” are fees billed by our company’s external auditor for services provided in auditing our company’s annual financial statements for the subject year. “Audit-related fees” are fees not included in audit fees that are billed by the auditor for assurance and related services that are reasonably related to the performance of the audit review of our company’s financial statements. “Tax fees” are fees billed by the auditor for professional services rendered for tax compliance, tax advice and tax planning. “All other fees” are fees billed by the auditor for products and services not included in the foregoing categories.

 

PART IV

 

ITEM 15.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

 

Exhibit Number	Description
3.1	Articles of Incorporation (filed as an exhibit to our Form S-1 Registration Statement, filed on April 11, 2011)
3.2	Bylaws (filed as an exhibit to our Form S-1 Registration Statement, filed on April 11, 2011)
31.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1*	Certification of Chief Executive Officer and Chief Financial Officer pursuant Section 906 Certifications under Sarbanes-Oxley Act of 2002
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.

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 SIGNATURES

 

Pursuant to the requirements of Section 13 or 15(d) 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.

 

DOGINN INC.

 

By

 /s/  Robin Looban

                   Robin Looban

  

  

  

  

President, Treasurer, Chief Executive Officer,

  

  

Chief Financial Officer and Secretary

  

  

(Principal Executive Officer, Principal Accounting Officer and Principal Financial Officer)

  

  

 

  

         Date:  November 8 , 2013

  

  

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