UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~ 26March 4, ~~2014~~2015

THEDIRECTORY.COM, INC.

(Exact name of registrant as specified in its charter)


Utah	000-31431	33-0052057
(state or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification Number)

2701 N Rocky Pointe Dr., Suite 950, Tampa, Florida

33607

(address of principal executive offices)

(zip code)

~~7274177807~~866-304-3463 (registrant’s telephone number, including area code)

Not Applicable

(former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 4.01.

Changes in Registrant’s Certifying Accountant.

(1) Previous Independent Auditors:

Effective March 4, 2015, Green & Company, CPAs, (the “Former Auditor”) was terminated as the Company’s independent accountant by unanimous vote of the Board of Directors on March 4, 2015. The termination was based on a variety of factors including substantial uncertainty and doubt by management as to the ability of the Former Auditor’s capacity to complete the audit in a timely manner as a brand new firm with only 2 employees. OnAdditionally, ~~December~~the 26termination was based on unsubstantiated allegations made by Travis Green, ~~2014~~the managing partner of Green & Company, CPAs, to our CEO Scott Gallagher about Mr. Green’s former employer. Since the termination the Company completed a full due diligence process of the allegations made by Mr. Green, that included consulting with our previous accountant, DKM Certified Public Accountants, as well as the Public Company Accounting Oversight Board, or PCAOB, directly. During the process, the project manager at the PCAOB provided the Company with guidance to new disclosure by the PCAOB (~~“DKM”~~Released March 10, 2015) ~~declined~~related to ~~stand~~the ~~for~~allegations ~~appointment~~made asby ~~our~~Mr. Green ~~independent accountant~~(http://pcaobus.org/Inspections/Reports/Documents/2015_DKM.pdf).

b.After ~~DKM’s~~a ~~report~~thorough onreview of the ~~financial~~information ~~statements~~obtained ~~for~~from the ~~years~~PCAOB ~~ended~~since ~~December~~terminating ~~31,~~the ~~2013,~~Former ~~and 2012~~Auditor, ~~contained no adverse opinion or disclaimer of opinion~~ and ~~was~~after ~~not~~conducting ~~qualified~~in depth ordiscussions ~~modified~~with asDKM’s tomanaging ~~audit scope or accounting~~partner, ~~except that~~ the ~~report~~Company ~~contained~~decided anto ~~explanatory~~reengage ~~paragraph~~DKM ~~stating~~Certified ~~that~~Public ~~there~~Accountants ~~was~~to perform ~~substantial~~the ~~doubt~~November ~~about~~30, ~~our~~2014 ~~ability~~audit toand ~~continue~~the asFebruary a28, ~~going~~2015 ~~concern~~review.

c.The ~~Our~~Former ~~Board~~Auditor ofwas ~~Directors~~retained ~~participated~~on December in26, ~~and~~2014. ~~approved~~In the ~~decision~~past totwo ~~change~~fiscal ~~independent~~years, ~~accountants.~~the ~~Through~~Former ~~the~~Auditor ~~period~~has ~~covered~~not bysubmitted ~~the~~any ~~financial~~principal ~~review~~accountant’s ofreport on the financial statements of the ~~quarterly~~Company. Through the interim period ~~September~~from 30December 26, 2014 to March 4, ~~there~~2015 ~~have~~(the ~~been~~date noof dismissal ~~disagreements~~of ~~with~~the ~~DKM~~Former Auditor), the Former Auditor did not communicate any disagreements on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of ~~DKM~~the Former Auditor, would have caused them to make reference thereto in their report on the financial statements. ~~Through~~Subsequent to the ~~interim~~termination ~~period~~of ~~December~~the 26Former Auditor, ~~2014~~the (Former Auditor sent the ~~date~~Company ofa resignation ofletter several ~~the~~hours ~~former~~after ~~accountant),~~it ~~there~~had ~~have~~ been noterminated ~~disagreements~~claiming ~~with~~to ~~DKM~~have resigned over a disagreement on ~~any~~the ~~matter~~remedy offor ~~accounting~~the ~~principles~~treatment orof ~~practices,~~a payroll ~~financial~~tax ~~statement~~liability ~~disclosure,~~and orfiling. ~~auditing~~The ~~scope~~Former orAuditor ~~procedure,~~stated ~~which~~it ~~disagreements~~had ifwritten ~~not~~a ~~resolved~~letter to the ~~satisfaction~~Office of ~~DKM~~the ~~would~~Chief ~~have~~Accountant ~~caused~~at the ~~them~~Securities toand ~~make~~Exchange ~~reference~~Commission, ~~thereto~~however inthe ~~their~~Company ~~report~~was not copied on such letter and is not aware of its contents. The Company will file a formal complaint against the ~~financial~~Former ~~statements~~Auditor with the PCAOB regarding its handling of this matter as soon as it completes the November 30, 2014 audit and the February 28, 2015 review.

d.The WeCompany ~~have~~has authorized Green ~~DKM~~& Company, CPAs to respond fully to the inquiries of the successor accountant.

e. During the interim period through ~~December~~March 264, ~~2014~~2015, there have been no reportable events with us as set forth in Item 304(a)(1)(iv) of Regulation S-K.

f.The WeCompany provided a copy of the foregoing disclosures to ~~DKM~~the Former Auditor prior to the date of the filing of this Current Report and requested that ~~DKM~~the Former Auditor furnish a letter addressed to the Securities & Exchange Commission stating whether or not it agrees with the statements in this Current Report. A copy of such letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

(2) New Independent Accountants:

a. On ~~December~~March 265, ~~2014~~2015, the we Company engaged ~~Green~~DKM &Certified ~~Company~~Public ~~CPA’s~~Accountants, ~~of Tampa~~Clearwater, Florida (“DKM”), as ~~our~~the new registered independent public accountant. ~~During~~DKM ~~the~~has ~~years ended December 31, 2013, and 2012, and prior to December 26, 2014 (~~been the ~~date~~independent ofregistered ~~the~~public ~~new~~accountant ~~engagement),~~for ~~we did not consult with Green & Company CPA’s regarding (i)~~ the ~~application~~years ofended ~~accounting~~November ~~principles to a specified transaction~~30, ~~(ii)~~2013 ~~the~~and ~~type of audit opinion that might be rendered on our financial statements by Green & Company CPA’s~~2014, ~~in either case where written or oral advice provided by Green & Company CPA’s would be an important factor considered by us in reaching a decision as to any accounting~~ respectively, ~~auditing~~until orDecember financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K26, ~~respectively)~~2014.

~~ITEM~~During ~~5.03~~the ~~Amendments~~years ended November 30, 2014, and 2013, and prior to ~~Articles~~March 4, 2015 (the date of ~~Incorporation~~the new engagement), the Company did not consult with DKM regarding (i) the application of accounting principles to a specified transaction, (ii) the type of audit opinion that might be rendered on our financial statements by DKM, in either case where written or ~~Bylaws~~oral advice provided by DKM would be an important factor considered by the Company in reaching a decision as to any accounting, ~~Change~~auditing or financial reporting issues or (iii) any other matter that was the subject of a disagreement between us and our Former Auditor or was a reportable event (as described in ~~Fiscal~~Items ~~Year~~304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

OnITEM January 6, 2015, we filed Articles of Amendment with the Secretary of State of the State of Utah in order to effect an increase of the total number of shares of our common stock we are authorized to issue to 30,000,000,0009. ~~After the increase becomes effective, our total number of authorized shares, $0~~01.~~001~~ ~~par~~Financial ~~value~~Statements ~~per share, will be 30,001,200,000, consisting of up to 30,000,000,000 shares of common stock~~ and ~~up to 1,200,000 shares of preferred stock~~Exhibits.

As disclosed in further detail under Item 5.07 below, our stockholders approved an amendment to our Restated Articles of Incorporation, as amended, to effect the authorized share increase.

NUMBER	EXHIBIT

16.1	Letter from Green & Company, CPAs, dated March 12, 2014, regarding Change in Certifying Accountant (filed herewith).

The authorized share increase became effective on January 6, 2015. The Articles of Amendment are attached to this Current Report on Form 8-K as Exhibit 3.1 and its terms are incorporated herein by reference.SIGNATURES

2Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

ITEM 5.07. Submission of Matters to a Vote of Security Holders.

	THEDIRECTORY.COM, INC.



Dated: March 12, 2015	/s/ Scott Gallagher
	Scott Gallagher
	CEO, COB

On November 13, 2014, the holders of a majority of the voting power of our outstanding capital stock have executed a Written Consent in Lieu of a Meeting of Stockholders (the “Written Consent”) approving an amendment to our Restated Articles of Incorporation, as amended, to increase the number of authorized shares, $0.001 par value per share, from a total number of 6,001,200,000 shares to a total number of 30,001,200,000 shares. A Notice of Shareholder Action Taken by Written Consent was furnished to the Company’s stockholders pursuant to Section 14(c) of the Securities Exchange Act of 1934.

The number of shares of our stock entitled to vote by Written Consent was 4,929,462,636 shares of common stock and 640,000 shares of Series A Convertible Preferred Stock. Each share of common stock was entitled to one vote and each share of Series A Convertible Preferred Stock was entitled to 10,000 votes with respect to the matter presented.

Our stockholders were asked to approve an amendment to the Company’s Restated Articles of Incorporation, as amended, to increase our authorized stock, $0.001 par value per share, to a total number of 30,001,200,000 shares, consisting of 30,000,000,000 shares of common stock and 1,200,000 shares of preferred stock.

The amendment was approved by the majority shareholder who voted all of his 640,000 shares of Series A Convertible Preferred Stock, representing 56.5% of our voting stock at the time of the vote in favor of the amendment by written consent. No shares were voted against the amendment. The number of votes cast for the amendment was sufficient for the approval of the amendment.

ITEM 9.01. Financial Statements and Exhibits.

NUMBER	EXHIBIT
3.1	Articles of Amendment to the Articles of Incorporation, dated December 22, 2015 (filed herewith).
16.1	Letter from DKM Certified Public Accountants, dated December 26, 2014, regarding Change in Certifying Accountant. (filed herewith.)

SIGNATURES

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

	THEDIRECTORY.COM, INC.
Dated: January 7, 2015	/s/ Scott Gallagher
	Scott Gallagher
	CEO, COB

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