DogInn Inc.
1380 Lougar Ave.
Sarnia, Ontario N7S 5N7
May 18, 2011
UNITED STATES SECURITIES
AND EXCHANGE COMMISSION
100 F Street, N.E., Mail Stop 4631
Washington, D.C. 20549
Attn: Ryan Houseal
Re: DogInn Inc.
Registration Statement on Form S-1
Filed April 11, 2011
File No. 333-173438
Dear Mr. Houseal,
We are in receipt of your comment letter of May 6, 2011 and have filed an amendment to the S-1 which was originally filed April 11, 2011.
Facing Sheet
1. Revised to SIC number 7389
2. Revised
3. Revised
Summary, page 3
4. Revised as per comment
Risk Factors
General
5. Not applicable – the registrant does intend to register a class of securities under section 12 of the Securities Exchange Act. The disclosure has been revised
6. Not applicable – the registrant does intend to register a class of securities under section 12 of the Securities Exchange Act. The disclosure has been revised
7. Risk factor added
If we do not obtain additional financing, we will not be able to conduct our business operations to the extent that we become profitable, page 4
8. Revised
“We cannot offer any assurance as to our future financial results. You may lose your entire investment …,” page 5
9. Revised
“We anticipate our operating expenses will increase prior to our earning revenues. We may never achieve profitability…,”page 5
10. Revised
Description of Business
The Market, page 12
11. Revised
12. Revised
The Website, page 12
13. Revised
Financial Statements, page 29
14. Updated Financials for March 31, 2011 included
Item 16. Exhibits, page 43
Exhibit 23.1
15. Revised
Item 17. Undertakings, page 43
16. Revised
Signatures, page 45
17. Revised
Yours truly,
/s/ Thomas Bartlett
Thomas Bartlett
President