UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10 – Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~ 30December 31, 2013

Commission File Number: 000-51533

SuperDirectories, Inc.

(Name of small business issuer specified in its charter)

a Wyoming corporation


Incorporated in Delaware on October 1, 1999.	14-1817301
Jurisdiction of incorporation and domicile	I.R.S. Employer ID Number
changed to Wyoming on August 25, 2010.

5337 Route 374, Merrill, New York 12955

(Address of principal executive offices) (Zip Code)

Issuer's telephone number, including area code (518) 425-0320

Indicate by a 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.

Yes x No ¨

Indicate by a check mark whether the registrant has submitted 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-K (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

Large Accelerated Filer ¨ Non-Accelerated Filer (do not check if Smaller Reporting Company) ¨ Accelerated Filer ¨ Smaller Reporting Company x

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 Exchange Act). Yes ¨ No x

As of ~~August~~February 913, ~~2013~~2014 there were 801,191,337 shares of the issuer’s common stock, par value $0.01, issued and outstanding.

PART I-FINANCIAL INFORMATION

Item 1. Financial Statements.

Forward Looking Statements

This quarterly report contains forward-looking statements. 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”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “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 “Risks and Uncertainties” beginning on page 9 of our ~~Annual~~10-K ~~Report~~/ ~~filed~~Amendment on1 ~~Form 10K~~ for the fiscal year ended September 30, ~~2012~~2013, and the risks set out below, any of which may cause our company’s 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 successfully identify and evaluate a suitable business opportunity;

·?

risks related to the large number of established and well-financed entities that are actively seeking suitable business opportunities;

·?

risks related to the failure to successfully manage or achieve growth of a new business opportunity; 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 quarterly 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 quarterly report, the terms “we”, “us”, “our”, ~~"SD",~~ “our company” and “SuperDirectories” mean SuperDirectories, Inc., unless otherwise stated.

SuperDirectories, Inc.
(A Development Stage Company)
CONSOLIDATED BALANCE SHEETS
ASSETS
		June 30, 2013		September 30, 2012
		December 31, 2013		September 30, 2013
		(unaudited)		(unaudited)
CURRENT ASSETS:
Cash and cash equivalents	$	81,~~418~~208	$	2415,~~642~~991
Prepaid expenses		-		-
Stock subscriptions receivable		25,000		25,000
TOTAL CURRENT ASSETS		3326,~~418~~208		4940,~~642~~991
PROPERTY AND EQUIPMENT
Office equipment		127,658		127,658
Less: Accumulated depreciation		(127,~~479~~658)		(~~126~~127,~~936~~658)
		179		722
		-		-
Trade name, net		~~785~~677		~~947~~731
TOTAL ASSETS	$	3426,~~382~~885	$	5141,~~311~~722
LIABILITIES AND STOCKHOLDERS' DEFICIT
CURRENT LIABILITIES:
Accounts payable	$	4734,~~960~~145	$	3634,~~261~~145
Accrued expenses		5,000		75,~~500~~000
Convertible debentures (net of debt discount of $2,292)		22,708		-
Convertible debentures (net of debt discount of $4,467 and $3,959)		70,833		46,041
Accounts payable - related party		-		4,000
Advances from officer		335,887		348,787
Advances from officer		331,537		268,709
Derivative liability		73,352		32,458
Deerivative liability		19,041		-
TOTAL CURRENT LIABILITIES		519,217		466,431
TOTAL CURRENT LIABILITIES		426,246		316,470
STOCKHOLDERS' DEFICIT:
Preferred A stock, $0.01 par value; authorized shares - 10,000,000 shares; 1 and 1 issued and outstanding		-		-
Preferred A stock, $.01 par value; authorized shares - 10,000,000 shares; 1 and 1 issued and outstanding		-		-
Preferred B stock, $0.01 par value; authorized shares - 90,000,000 shares; 12,253,840 and 12,253,840 issued and outstanding		122,538		122,538
Preferred B stock, $.01 par value; authorized shares - 90,000,000 shares; 12,253,840 and 12,258,840 issued and outstanding		122,538		122,538
Preferred C stock, $0.01 par value; authorized shares - 20,000,000 shares; -0- issued and outstanding		-		-
Preferred C stock, $.01 par value; authorized shares - 20,000,000 shares; -0- issued and outstanding		-		-
Common stock, $0.01 par value; authorized shares - 3,500,000,000 shares; 801,191,337 and 801,191,326 shares issued and outstanding		8,011,913		8,011,913
Common stock, $.01 par value; authorized shares - 3,500,000,000 shares; 801,191,337 and 801,191,337 shares issued and outstanding		8,011,913		8,011,913
Additional paid-in capital		387,579		387,~~597~~579
Deficit accumulated during the development stage		(89,~~913~~014,~~894~~362)		(8,~~787~~946,~~207~~739)
TOTAL STOCKHOLDERS' DEFICIT		(~~391~~492,~~864~~332)		(~~265~~424,~~159~~709)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	3426,~~382~~885	$	5141,~~311~~722
See notes to unaudited financial statements
2

SuperDirectories, Inc.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
		For the three months ended June 30,					For the nine months ended June 30,									Cumulative amount from Inception (November 15, 1999) through
		For the three months ended December 31,					Cumulative amount from Inception (November 15, 1999) through December 31, 2013
		2013		2012			~~2013~~				~~2012~~					~~June 30, 2013~~
		(unaudited)		(unaudited)			(unaudited)				~~(unaudited)~~					~~(unaudited)~~
OPERATING EXPENSES:
General and administrative	$	2526,~~436~~633	$	4857,~~407~~113	$		~~102~~7,~~020~~398,725		$		~~146,803~~		$			~~7,351,051~~
Software costs		~~900~~250		~~10,336~~-			71,~~213~~248,139				~~20,916~~					~~1,247,889~~
Depreciation and amortization		~~235~~54		~~606~~235			~~705~~130,060				~~8,824~~					~~129,952~~
Impairment loss		-		-			-243,903				-					~~243,903~~
TOTAL OPERATING EXPENSES		26,~~571~~937		5957,~~349~~348			~~109~~9,~~938~~020,827				~~176,543~~					~~8,972,795~~
OPERATING LOSS		(26,~~571~~937)		(5957,~~349~~348)		(9,020,827)	~~(109,938)~~			~~(176,543)~~					~~(8,972,795)~~
OTHER INCOME
Interest expense - debt discount		(208)		-			(208)			-					(208)
Interest Expense – Debt Discount		208		-		(833)
Change in deriative liability		(16,541)		-			(16,541)			-					(16,541)
Change in Derivative Liability		(40,894)		-		(68,352)
Other Income		-		-		125	-			-					~~125~~
Interest income		-		-		75,525	-			-					~~75,525~~
TOTAL OTHER INCOME		(1640,~~749~~686)		-		6,465	~~(16,749)~~			-					~~58,901~~
Income tax expense		-		-		-				-				-
NET LOSS	$	(67,623)	$	(57,348)	$	(9,014,362)
NET LOSS	$	(43,320)	$	(59,349)	$	(126,687)		$		(176,543)		$		(8,913,894)
BASIC AND DILUTED - LOSS PER SHARE	$	(0.00)	$	(0.00)
BASIC AND DILUTED - LOSS PER SHARE	$	(0.00)	$	(0.05)	$	(0.00)		$		(0.10)
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING
Basic and Diluted		801,191,337		891,202,810
Basic and Diluted		891,181,337		891,181,337		891,181,337				891,181,337
See notes to unaudited financial statements
See notes to unaudited financial statements
3
3

SuperDirectories, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
		For the nine months ended				Cumulative amount from Inception (November 15, 1999)
		June 30,		June 30,		through
		2013		2012		June 30, 2013
		(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(126,687)	$	(176,543)	$	(8,913,894)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		867		8,825		130,114
Stock issued for compensation		-		-		4,850,955
Change in fair value of derivative		19,041		-		19,041
Impairment loss		-		-		243,903
Changes in assets and liabilities:
Prepaid expenses		-		2,590		-
Accounts payable		9,227		31,767		47,987
Accounts payable - related party		(4,000)		2,000		-
Accrued expense		(2,500)		-		5,000
NET CASH USED IN OPERATING ACTIVITIES		(104,052)		(131,361)		(3,616,894)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		-		(995)		(371,562)
Trade name		-		-		(3,257)
NET CASH USED IN INVESTING ACTIVITIES		-		(995)		(374,819)
CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock		-		86,940		3,829,777
Proceeds from subscription receivable		-		25,000
Retirement of common stock		-		-		(183,692)
Repayments of advances from officer		-		-		(187,491)
Advances from officer		62,828		5,000		516,537
Proceeds from convertible debentures		25,000		-		25,000
NET CASH PROVIDED BY FINANCING ACTIVITIES		87,828		91,940		4,000,131
NET INCREASE (DECREASE) IN CASH		(16,224)		(40,416)		8,418
CASH - BEGINNING OF PERIOD		24,642		49,576		-
CASH - END OF PERIOD	$	8,418	$	9,160	$	8,418
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock to be issued for notes	$	85,000	$	-
See notes to unaudited financial statements
4

SuperDirectories, Inc.

(A Development Stage Company)

Consolidated Unaudited Statement of Changes in Stockholders' Equity (Deficit)

From November 15, 1999 (Inception) through December 31, 2013


	Common Stock						Series A Preferred Stock					Series B Preferred Stock					Additional Paid-in Capital			Common Stock Options		Common Stock Subscriptions		Deficit Accumulated During the Development Stage			Total Stockholders' Equity (Deficit)
	Shares		Amount				Shares		Amount			Shares		Amount			Additional Paid-in Capital			Common Stock Options		Common Stock Subscriptions		Deficit Accumulated During the Development Stage			Total Stockholders' Equity (Deficit)
Balance at September 30, 2011		2,903,118,879		$	29,031,189			1		$	-		12,253,840		$	122,538	$	(20,808,564	)	$	-	$	-	$	(8,628,754	)	$	(283,591	)

Sale of common stock		628,000			6,280			-			-		-			-		170,596			-		-		-			176,876
Reverse stock split 1:2500		(2,902,544,069	)		(29,025,441)-			-			-		-			-		29,025,450			-		-		-			9
Conversion of debt		890,000,000			8,900,000			-			-		-			-		(8,900,000	)		-		-		-			-
Return of shares to treasury		(90,011,484	)		(900,115	)		-			-		-			-		900,115			-		-		-			-
Net loss		-			-			-			-		-			-		-			-		-		(158,453	)		(158,453	)
Balance at September 30, 2012		801,191,326		$	8,011,913			1		$	-		12,253,840		$	122,538	$	387,597		$	-	$	-	$	(8,787,207	)	$	(265,159)
Correction of prior year stock split		-			-			-			-		-			-		(18	)		-		-		-			(18	)
Net loss		-			-			-			-		-			-		-			-				(159,532	)		(159,532
Balance at September 30, 2013		801,191,326		$	8,011,913			1		$	-		12,253,840		$	122,538		387,579			-		-		(8,946,739	)		(424,709	)
Net loss		-			-			-			-		-			-		-			-				(67,623	)		(67,623	)
Balance at December 31, 2013		801,191,326		$	8,011,913			1		$	-		12,253,840		$	122,538		387,579			-		-		(9,014,362	)		(492,332	)


See notes to unaudited financial statements
4


SuperDirectories, Inc.
(A Development Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOWS
						Cumulative amount from Inception (November 15, 1999) through
		For the three months ended
		December 31,		December 31,
		2013		2012		December 31, 2013
		(unaudited)		(unaudited)		(unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss	$	(67,623)	$	(57,348)	$	(9,014,362)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		54		235		130,239
Stock issued for compensation		-		-		4,850,955
Change in fair value of derivative		40,686		-		69,185
Impairment loss		-		-		243,903

Changes in assets and liabilities:
Accounts payable		-		31,325		36,626
Accounts payable - related party		-		(4,000)		-
Accrued expense		-		(7,500)		2,500
NET CASH USED IN OPERATING ACTIVITIES		(26,883)		(37,288)		(3,680,954)

CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of fixed assets		-		-		(371,562)
Trade name		-		-		(3,257)
NET CASH USED IN INVESTING ACTIVITIES		-		-		(374,819)

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of common stock		-		-		3,744,786
Proceeds from convertible debentures		25,000		-		75,000
Retirement of common stock		-		-		(183,692)
Repayments of advances from officer		(12,900)		-		(112,900)
Advances from officer		-		14,000		533,787

NET CASH PROVIDED BY FINANCING ACTIVITIES		12,100		14,000		4,056,981

NET INCREASE (DECREASE) IN CASH		(14,783)		(23,288)		1,208

CASH - BEGINNING OF PERIOD		15,991		24,642		-

CASH - END OF PERIOD	$	1,208	$	1,354	$	1,208

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:

NON-CASH INVESTING AND FINANCING ACTIVITIES:
Common stock to be issued for notes	$	25,000	$	-
Common stock issued for subscriptions receivable	$	-	$	-
Conversion of Series B preferred stock to common stock	$	-	$	-

See notes to unaudited financial statements
5

SuperDirectories, Inc.

(A Development Stage Company)

Notes to the Unaudited and Un-reviewed Consolidated Financial Statements

For the six months ended ~~March~~December 31, 2013 and 2012

Note 1 – Description of business and basis of presentation:

SuperDirectories, Inc. (“we”, “our”, the “Company”) is a corporation originally organized under the State of Delaware General Corporation Law. The Corporation was created on November 15, 1999 under the name LukeSmart, Inc. and was renamed SuperDirectories, Inc. on July 9, 2002. On August 19, 2010, the Company amended in Articles of Incorporation and transferred its registered address to the state of Wyoming.

The accompanying unaudited consolidated financial statements of SuperDirectories, Inc. ~~and Direct Trust~~ have been prepared in accordance with generally accepted accounting principles used in the United States of America and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. Operating results for the ~~nine~~ three months ended ~~June~~ 30December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, ~~2013~~2014.

Use of Estimates

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

Note 2 – Going concern:

During the ~~nine~~ three months ended ~~June~~ 30December 31, 2013, SuperDirectories, Inc. has not generated any revenue and therefore has been unable to generate cash flows sufficient to support its operations and has been dependent on advances from its officer. In addition to negative cash flow from operations, SuperDirectories, Inc. has experienced recurring net losses, and has a working capital deficit of approximately $~~391~~493,~~864~~009 as of ~~June~~December 3031, 2013.

These factors raise substantial doubt about the Company’s ability to continue as a going concern. The consolidated financial statements do not include any adjustments that might be necessary if SuperDirectories, Inc. is unable to continue as a going concern. Management believes that actions presently being taken to obtain additional equity funding and implement its strategic plans provide the opportunity for the Company to continue as a going concern.

Note 3 – Related party transactions:

SuperDirectories, Inc. receives services and rents its administrative offices from Aqua Nature of USA, Inc., a company controlled by the majority shareholder of SuperDirectories, Inc. Services and rentals from related parties of $1710,000 and $3610,000 for each of the ~~nine~~three months ended ~~June~~December 3031, 2013 and 2012 respectively, are included in general and administrative expenses.

~~During~~Note ~~the nine~~3 ~~months~~– ~~ended~~Related ~~June~~party ~~30,~~transactions: ~~2013~~(continued) and 2012, the Company’s President and majority shareholder advanced $62,828 and $5,000, respectively, to the Company to fund its current operations. As of June 30, 2013, the amount due to the President and majority shareholder was $331,537. The advances to the Company are unsecured, non-interest bearing and are payable upon demand.

5During the three months ended December 31, 2013 and 2012, the Company’s President and majority shareholder was repaid $12,900 and advanced $14,000, respectively, to the Company to fund its current operations. As of December 31, 2013, the amount due to the President and majority shareholder was $335,887. The advances to the Company are unsecured, non-interest bearing and are payable upon demand.

Note 4 – Shareholders’ equity:

During the ~~nine~~ three months ended ~~June~~December 3031, 2013, there were no stock related transactions.

Stock issuances for services

On June 21, 2012, the Company’s Board of Directors authorized the issuance of 850,000,000 shares of common stock to its President and majority shareholder as compensation for services to be rendered to the Company, in accordance with an employment agreement executed on that date.

The Company entered into an agreement with a consultant for a one-year term, in exchange for a total of 40,000,000 shares of common stock. The shares of common stock were issued in June 2012.

Management determined the fair value of these common shares issued for services approximates its par value. Accordingly, the estimated value of these shares of common stock was recognized in the consolidated statements of operations under general and administrative expenses.

Common stock split ~~and Amendment of Articles~~

On June 1, 2012, the Company recorded a 1-for-2,500 reverse split of its common stock.

The reverse split ~~did~~does not affect the number of common shares authorized for issuance. All share and per share information has been retroactively adjusted to reflect the reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the reverse stock split as if it occurred at inception. In conjunction with the reverse, the Company adjusted the par value to $0.01 per share for all classes of stock and reduced the authorized shares of common stock to 3,500,000,000.

In December 2012, the Company amended its articles to reduce the total authorized common shares from 49,880,000,000 shares to 3,500,000,000 shares. Simultaneously, the Par Value was increased to $0.01 per share from $0.00000001 per share.

All share and per share information has been retroactively adjusted to reflect the impact of these changes in the financial statements and in the notes to the financial statements for all periods presented as if it had occurred at inception.

Return of Shares by our President

In December 2012, our President surrendered for cancellation 90,011,484 shares of common stock without consderation.

Note 5 - Convertible Debt:

		June 30,			September 30,
	2013			2012
	(Unaudited)
Convertible notes payable	$	25,000		$	-
Unamortized debt discount		(2,292	)		-
Total	$	22,708		$	-

Table of convertible debentures:

In June 2013, the Company received $25,000 from a non-affiliated third party in the form of a convertible debenture at 0% interest for 90 days if the note is repaid in that time frame. After 90 days, a one-time interest charge of 12% will be applied to teh Principal Sum. The note matures one year from the date of receipt of funds, and is convertible at any time after funds are sent to effect a conversion. This note is currently convertible into approximately 1,100,000 shares of common stock.

		December 31,			September 30,
	2013			2013
	(Unaudited)
Convertible notes payable	$	75,000		$	50,000
Unamortized debt discount		(4,167	)		(3,959)
Total	$	70,833		$	46,041

6In June 2013, the Company received $25,000 from a non-affiliated third party in the form of a convertible debenture at 0% interest for 90 days if the note is repaid in that time frame. After 90 days, a one-time interest charge of 12% will be applied to the Principal Sum. The note matures one year from the date of receipt of funds, and is convertible at any time after funds are sent to effect a conversion. This note is currently convertible into approximately 1,100,000 shares of common stock.

In September 2013, the Company received an additional $25,000 from same investor on the same terms as the first funding

In October 2013, the Company received an additional $25,000 from a second, non-affiliated third party investor on the same terms as the previous funding's.

Note 6 - Derivative Liabilities:

The Company accounts for the embedded conversion features included in its convertible instruments. The aggregate fair value of derivative liabilities at ~~June~~December 3031, 2013 and ~~September~~December 3031, 2012 amounted to $1973,~~041~~352 and $0, respectively. In addition, for the ~~nine~~three months ended ~~June~~December 3031, 2013 and 2012, the Company has recorded a gain (loss) related to the change in fair value of the derivative liability amounting to $(1640,~~749~~686) and $0, respectively. At each measurement date, the fair value of the embedded conversion features was based on the binomial and the Black Scholes method, respectively.

Note 7 – Subsequent events:

As of the date of this filing, there are no significant subsequent events to report.

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

The financial data presented below should be read in conjunction with the more detailed financial statements and related notes, which are included elsewhere in this report. Information discussed herein, as well as elsewhere in this quarterly report on Form 10-Q, includes forward-looking statements or opinions regarding future events or the future financial performance of the Company, and are subject to a number of risks and other factors which could cause the actual results to differ materially from those contained in forward-looking statements. Among such factors are general business and economic conditions, and risk factors as listed in its Annual Report on Form 10-K or listed from time to time in documents filed by the Company with the Securities and Exchange Commission.

Results of Operations – Q3Q1 ~~FY2013~~FY2014.

For the three ~~and nine~~ months ended ~~June~~December 3031, 2013, we incurred a net operating ~~losses~~loss of $2667,~~571~~623 ~~and $109,938 respectively,~~ as compared with a net operating ~~losses~~loss of $5957,~~349~~348 ~~and $176,543~~ for the comparable ~~periods~~period last year.

Our net operating losses consist primarily of ongoing costs of operating our website, as well as legal and accounting fees incurred in connection with ongoing SEC filing requirements.

Since inception, we have not generated revenue. We intend for our service directory to go “live” ~~around~~during the ~~fourth~~course ~~quarter~~ of this fiscal year ~~or the first quarter of next fiscal year~~, at which time we expect to begin generating revenue.

Liquidity and Capital Resources – Q3Q1 ~~FY2013~~FY2014.

Our cash at ~~June~~December 3031, 2013 was $81,~~418~~208. Our cash on hand is unlikely to be sufficient capital, in and of itself, to finance our bare administrative costs, let alone our proposed operations, during the next 12 months. No assurance can be given that funding will be available to us, on reasonable terms, if at all.

Net cash used in operating activities in the ~~nine~~ three months ended ~~June~~ 30December 31, 2013 was $~~104~~26,~~052,~~883 compared with $~~131~~37,~~361~~288 for the same period last fiscal year. The drop-off in the amount of cash used during the first ~~nine~~ three months of this fiscal year as compared with last fiscal year, is due primarily to the ~~lower~~non-cash ~~operating~~derivative ~~loss,~~liability adjustment which inmasked ~~turn~~the ~~traces~~reductions ~~back~~in ~~primarily~~accounting toand ~~reduced~~legal ~~software~~expense ~~costs~~connected ~~partially~~with ~~offset~~being ~~by increased SEC reporting costs~~public..

~~Net~~Liquidity cash used in operating activities from inception through March 31, 2013 was $3,616,894. Net cash provided by financing activities for the nine months ended June 30, 2013 was $87,828, which is marginally lower than the figure for the same period last year of $91,940 due to the loans from our sole officer and ~~director,~~Capital ~~Luke~~Resources ~~LaLonde,~~– ~~totaling~~Q1 ~~$68,828~~FY2014 during the first nine months of this fiscal year plus issuance of a convertible debenture to an unrelated third party in the amount of $25,000, versus $86,940 from the sale of common stock during the first nine months of the prior fiscal year. Net cash provided by financing activities from inception through June 30, 2013 was $4,000,131.

~~Plan~~Net cash used in operating activities from inception through December 31, 2013 was $3,542,225. Net cash provided by financing activities for the three months ended December 31, 2013 was $12,100, which is slightly lower than the figure for the same period last year of ~~Operation~~$14,000 –due ~~FY2013~~to repayment of loans to our sole officer and director, Luke LaLonde, totaling $12,900 during the first three months of this fiscal year, versus $14,000 which he lent the Company in the first three months of the prior fiscal year. Net cash provided by financing activities from inception through December 31, 2013 was $3,926,903.

Plan of Operation – FY2014.

The following discussion of our plan of operation for the next 12 months and our discussion of our liquidity and capital resources should be read in conjunction with our financial statements and notes thereto, and the other financial data included in our previously filed annual report. We are including this Plan of Operation in recognition of the fact that we are a development stage company and have yet to achieve operating revenues.

Our plan of operation for the next twelve months is dependent upon our raising additional capital. As of December 31, 201, we only had $1,208 in cash available; however, we still believe we can satisfy our basic capital requirements for the fiscal year ending September 30, 2014 from cash on hand, so long as we augment that with private placements of our common stock and/or loans from management. No assurance can be given however, that we will be able to sell shares of our common stock, and no member of our management is under any obligation to loan money to us. During the fiscal year ending September 30, 2014, we will continue to engage consultants to perform “human” editing services, expanding the quality and size of our searchable directory. As expansion occurs, and as increased user activity places greater demand on the system, more hardware (servers and routers) will be added to manage the increased volume of data stored in the database and presented by the online directory. Except for one or more servers and routers as may be occasioned by large demand for our directory, we do not expect to purchase any significant equipment or make any other capital expenditure. Our major expenditures, should we be successful in raising sufficient capital, will be in human resources as we describe below.

We have been successful in financing our operational and developmental activities to date by selling shares of our common stock and from advances from our President. However, we have no assurance that we will be able to continue in this way, and our current available cash balance as of December 31, 2013 is insufficient to continue development, and will require a significant stock offering and/or continued advances from our President in order to have sufficient capital to continue development until income producing business operations are commenced. We have no plans for other business activities if we are unable to raise required funds. We believe we will need to raise additional capital of approximately $500,000 in order to continue operations for the fiscal year ending September 30, 2014 as well as fully implement our entire business and marketing strategy at all planned levels of activity. Our activities to date have been limited to building our database. The information available through our directory comes from ever changing and growing sources.

We have recently experienced delays in meeting certain target dates related to our business operations. The delays were principally caused by our need to synchronize the capabilities of our existing servers and to install fiber optic lines in our Gatineau, Quebec facilities.

~~Plan~~We believe that in early 2014, we will have a sufficient database to make our website marketable. We currently have 9 directory editors who work on a contract basis, research subjects for our directory, create new categories and add websites to our directory. Our average cost per directory consultant is approximately $1,200 per month. We are currently conducting a training program for our editors to help us to reach the desired efficiency of ~~Operation~~each –editor ~~FY2013~~being ~~(continued)~~able to add approximately 1,800 new links per day into our database.

~~Our~~We ~~plan~~currently ofhave ~~operation~~five ~~for~~servers ~~the~~in ~~next~~operation ~~twelve~~– ~~months~~two ~~is dependent upon our raising additional capital. As of June 30, 201, we only had $8,418~~ in ~~cash available; however~~Watertown, weNew ~~still~~York ~~believe~~at wefacilities ~~can~~operated ~~satisfy~~by ~~our basic capital requirements for the fiscal year ending September 30~~Westelcom, ~~2013~~two ~~from~~in ~~cash on hand~~Gatineau, ~~so long as we augment that with private placements of our common stock and/or loans from management or other sources. No assurance can be given however~~Quebec, ~~that we will be able to sell shares of our common stock,~~ and noone ~~member~~at offacilities ~~our~~operated ~~management~~by isMCI under any obligation to loan money to us. During the fiscal year ending September 30, 2013, we will continue to engage consultants to perform “human” editing services, expanding the quality and size of our searchable directory. As expansion occurs, and as increased user activity places greater demand on the system, more hardware (servers and routers) will be added to manage the increased volume of data stored in ~~the database and presented by the online directory~~Montreal. ~~Except~~We ~~for~~plan ~~one or more servers and routers as may be occasioned by large demand for our directory, we do not expect~~ to ~~purchase~~install ~~any~~a ~~significant~~sixth ~~equipment~~server orat ~~make~~a ~~any~~Westelcom ~~other~~facility ~~capital expenditure. Our major expenditures, should we be successful~~ in ~~raising sufficient capital~~Plattsburgh, ~~will~~New beYork in ~~human~~the ~~resources~~fall asof ~~we describe below~~2014.

WeIn ~~have been successful in financing our operational and developmental activities to date by selling shares of our common stock~~2014, ~~from~~contingent ~~convertible~~on ~~debenture~~available ~~sales~~funding, ~~and~~ ~~from~~we ~~advances~~intend ~~from~~to ~~our~~start ~~President.~~building ~~However,~~an weadministrative ~~have~~staff ~~no assurance~~ that we will be ~~able~~needed to ~~continue~~manage ~~in this way, and~~ our ~~current~~business ~~available cash balance~~ as ofwe ~~June~~prepare ~~30, 2013 is insufficient~~ to ~~continue~~move ~~development,~~from ~~and will require~~ a ~~significant~~developmental ~~stock offering, slae of convertible debetnures, and/or continued advances from our President in order~~ to ~~have~~operational ~~sufficient capital to continue development until income producing business operations are commenced~~mode. WeIn ~~have~~this noregard, ~~plans for other business activities if~~ we ~~are~~plan ~~unable~~ to ~~raise~~add ~~required~~approximately ~~funds.~~six Weadministrative ~~believe~~personnel weand ~~will~~expect ~~need~~to begin to ~~raise~~incur ~~additional~~related ~~capital~~payroll costs of approximately $~~500~~15,000 inper ~~order to continue operations for the fiscal year ending September 30, 2013 and beyond, as well as fully implement our entire business and marketing strategy at all planned levels of activity~~month. ~~Our activities to date have been limited to building our database. The information available through our directory comes from ever changing and growing sources.~~

WeBy ~~have~~late ~~recently~~2014, ~~experienced~~we ~~delays~~anticipate inthat ~~meeting~~we ~~certain~~will ~~target~~have ~~dates~~sufficiently ~~related~~developed our database to ~~our~~the ~~business~~point ~~operations.~~where ~~The~~we ~~delays~~can ~~were~~offer ~~principally~~a ~~caused~~product bythat ~~our~~will ~~need~~be receptive to ~~synchronize~~potential ~~the~~customers. ~~capabilities~~At ofthat ~~our~~time, ~~existing~~although ~~servers~~we ~~and~~will continue to ~~install~~add ~~fiber~~to ~~optic~~our ~~lines~~database, inwe ~~our~~intend ~~Gatineau,~~to ~~Quebec~~start ~~facilities. Also,~~adding ~~early~~marketing inpersonnel ~~fiscal~~to ~~2012,~~develop and implement a plan to bring our ~~sole~~product ~~full-time~~into ~~employee,~~the ~~officer~~marketplace. ~~and~~We ~~director,~~plan ~~Luke~~to ~~LaLonde,~~add ~~had~~2 anmarketing ~~illness~~personnel ~~which~~per ~~incapacitated~~month ~~him~~beginning ~~for~~in ~~several~~late ~~weeks.~~2014 Asuntil ofwe ~~the~~reach ~~date~~a total of ~~this~~10 ~~filing,~~at hean ~~has~~approximate ~~resumed~~monthly ~~his~~payroll ~~fill~~cost ~~time~~of ~~activities~~$2,750 per such employee.

We ~~believe~~expect that ~~in late~~our ~~2013,~~marketing weteam will ~~have~~be afully ~~sufficient~~assembled ~~database~~by tothe ~~make~~third ~~our~~quarter ~~website~~of ~~marketable~~2013. WeAt ~~currently~~that ~~have~~point, 9much ~~directory~~of ~~editors~~the ~~who~~effort ~~work~~of onour amarketing ~~contract~~team ~~basis,~~will ~~research~~be ~~subjects~~directed ~~for~~to ~~our~~developing ~~directory,~~a ~~create~~national ~~new~~marketing ~~categories~~effort and ~~add~~formulating ~~websites~~a plan and cost projection to ~~our~~carry ~~directory~~it out. Our ~~average~~national ~~cost~~marketing ~~per~~effort ~~directory~~is ~~consultant~~not isexpected ~~approximately~~to ~~$1,200~~commence ~~per~~until ~~month~~after September 2014. WeThe ~~are~~feasibility ~~currently~~of ~~conducting~~our anational ~~training~~marketing ~~program~~plan ~~for~~will ~~our~~be ~~editors~~dependent toon ~~help~~our usability to ~~reach~~raise ~~the~~additional ~~desired~~capital ~~efficiency~~and ofwe ~~each~~have ~~editor~~no ~~being~~assurances ~~able~~that tothis ~~add~~can ~~approximately~~be 1accomplished. However,~~800~~ ~~new~~it ~~links~~is ~~per~~not ~~day~~vital ~~into~~to our ~~database~~operations and we will implement it only when and if we have sufficient funds. We have no present plans for any other business.

WeA ~~currently~~major ~~have~~portion ~~five~~of ~~servers~~our inanticipated ~~operation~~revenues –is ~~two~~expected into ~~Watertown,~~come ~~New~~from ~~York~~Pay atPer ~~facilities~~Click ~~operated~~fees bywhich ~~Westelcom,~~we ~~two~~expect will commence in ~~Gatineau,~~late ~~Quebec~~2014. We are presently generating 245,000 clicks per month and ~~one~~we have no agreements in place at ~~facilities~~this ~~operated~~time byto ~~MCI~~convert inclicks ~~Montreal~~to cash. WeOur ~~plan~~rate tostructure ~~install~~will be a ~~sixth~~flat ~~server~~$0.25 atper aclick ~~Westelcom~~compared ~~facility~~to inan ~~Plattsburgh~~average of $0.92 per click for Google and Yahoo, ~~New~~the ~~York~~most measurable in ~~the~~our ~~fall~~industry ofwho ~~2013~~generate more than 2,000,000 clicks per day. We expect to increase our monthly click rate as our marketing activities increase.

InBanners ~~2013,~~will ~~contingent~~be sold on ~~available~~an ~~funding~~annual basis, westarting ~~intend~~as tosoon ~~start~~as ~~building~~possible anafter ~~administrative~~June ~~staff~~2014 ~~that~~when we will beattempt ~~needed~~ to ~~manage~~convert ~~our~~all ~~business~~present as(trial webasis) ~~prepare~~free-banner tosites ~~move from a developmental~~ to ~~operational~~paid ~~mode~~sites. InThe ~~this~~program ~~regard,~~has wenot ~~plan~~commenced, tono ~~add~~transactions ~~approximately~~have ~~six~~been ~~administrative~~recorded ~~personnel~~ and ~~expect~~no tosums ~~begin~~raised toor ~~incur~~fees ~~related payroll costs of approximately $15,000 per month~~received.

Plan of Operation – FY2013 (continued)

By late 2013, we anticipate that we will have sufficiently developed our database to the point where we can offer a product that will be receptive to potential customers. At that time, although we will continue to add to our database, we intend to start adding marketing personnel to develop and implement a plan to bring our product into the marketplace. We plan to add 2 marketing personnel per month beginning in late 2013 until we reach a total of 10 at an approximate monthly payroll cost of $2,750 per such employee.

We expect that our marketing team will be fully assembled by the third quarter of 2013. At that point, much of the effort of our marketing team will be directed to developing a national marketing effort and formulating a plan and cost projection to carry it out. Our national marketing effort is not expected to commence until after September 2013. The feasibility of our national marketing plan will be dependent on our ability to raise additional capital and we have no assurances that this can be accomplished. However, it is not vital to our operations and we will implement it only when and if we have sufficient funds. We have no present plans for any other business.

A major portion of our anticipated revenues is expected to come from Pay Per Click fees which we expect will commence in late 2013. We are presently generating 245,000 clicks per month and we have no agreements in place at this time to convert clicks to cash. Our rate structure will be a flat $0.25 per click compared to an average of $0.92 per click for Google and Yahoo, the most measurable in our industry who generate more than 2,000,000 clicks per day. We expect to increase our monthly click rate as our marketing activities increase.

Banners will be sold on an annual basis, starting as soon as possible after June 2013 when we will attempt to convert all present (trial basis) free-banner sites to paid sites. The program has not commenced, no transactions have been recorded and no sums raised or fees received.

We intend to introduce a fixed “price per click” (as opposed to the highest bid strategy employed by all known competitors) which we expect to yield a following dedicated to true content matching rather than a ranking based on price. This plan will be modified to offer discounts to sites producing the highest click ratings. We believe this strategy is not yet in wide use and will require a series of modifications to test and prove the concept. In the opinion of management, the bidding concept for key words is not the proper, customer-centric way to determine the priority order of websites to be shown in search results. We believe that showing the most frequently accessed sites at the top of the results list produces a more practical result for users/searchers.

109

Off-Balance Sheet Arrangements.

We have no off-balance sheet arrangements.

Critical Accounting Policies.

We believe the following critical accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

Development Stage Activities

The Company was incorporated in the state of Delaware on November 15, 1999, and re-domiciled in the state of Wyoming on August 25, 2010. Activities to date have been directed at developing a searchable directory of selected contents from the Internet and raising capital through the issuance of the Company’s capital stock.

Stock-Based Compensation

The Company measures and recognizes compensation expense for all share-based payment awards made to employees, consultants and directors based on their grant-date estimated fair values over the period in which the share-based awards are expected to vest.

Use of Estimates

The preparation of financial statements requires us to make assumptions, estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses and disclosures of contingent assets and liabilities as of the date of the financial statements. On an ongoing basis, we evaluate our estimates, including those related to reserves; impairment of website development cost, value of our stock issued to consultants for services and deferred taxes. We base our estimates on assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items are reasonable.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not Applicable.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As required by Rule 13a-15 of the Securities Exchange Act of 1934, our Principal Executive Officer and Principal Financial Officer evaluated our company's disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this report. The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of achieving the Company's disclosure control objectives. The Company's Principal Executive Officer and Principal Financial Officer have concluded that the Company's disclosure controls and procedures are, in fact, effective at this reasonable assurance level. In addition, the Company reviewed its internal controls, and there have been no significant changes in its internal controls or in other factors that could significantly affect those controls subsequent to the date of their last valuation or from the end of the reporting period to the date of this Form 10-Q.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our 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.

Changes in Internal Control Over Financial Reporting

In connection with the evaluation of the Company’s internal controls during the quarter ended ~~June~~December 3031, 2013, the Company’s Principal Executive Officer and Principal Financial Officer have determined that there are no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company’s internal controls over financial reporting.

Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by our company in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer to allow timely decisions regarding required disclosure.

PART II-OTHER INFORMATION

Item 1. Legal Proceedings.

In the ordinary course of our business, we may from time to time become subject to routine litigation or administrative proceedings which are incidental to our business. We are not a party to nor are we aware of any existing, pending or threatened lawsuits or other legal actions involving us.

Item 1A. Risk Factors.

Not Applicable.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. (Removed and Reserved)

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are included as part of this report:

Exhibit No.	Description
31.1		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
31.1 / 31.2	Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer
32.1		Rule 1350 Certification of Chief Executive and Financial Officer
32.1 / 32.2	Rule 1350 Certification of Chief Executive and Financial Officer

SIGNATURES

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

~~Super Directories, Inc.~~ Date: ~~August~~February 13, ~~2013~~2014 SuperDirectories, Inc.


By:	/s/ Luke Lalonde
	Luke Lalonde, President, Principal Executive Officer, Treasurer and Principal Financial Officer

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