UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

x Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended ~~August~~February 3128, ~~2014~~2015

o Transition Report under Section 13 or 15(d) of the Exchange Act

For the transition period from ______________ to _____________

Commission file number: 333-147193

TheDirectory.com, Inc.

(Exact name of registrant as specified in its charter)

Utah

33-0052057

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer Identification No.)

PO Box 340746 Tampa, Florida		33618
2701 N. Rocky Point Dr. Tampa, Florida		33607
(Address of principal executive offices)		(Zip Code)

(727) 417-7807

(Registrant’s telephone number, including area code)

________________________________________________________

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed 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 o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or such shorter period that the registrant was required to submit and post such files. Yes x No o

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.


Large accelerated filer	o	Accelerated filer	o

Non-accelerated filer	o	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 o No x

As of ~~October~~April 1521, ~~2014~~2015, there were 48,~~745~~096,~~115~~034,~~721~~676 ~~shares~~outstanding shares of ~~$0.001~~the ~~par~~registrant’s ~~value~~ common stock ~~issued and outstanding~~.

TheDirectory.com, Inc.

FORM 10-Q

INDEX

	Page
PART I - FINANCIAL INFORMATION	3
Item 1. Financial Statements	3
Balance Sheets August 31, 2014 and November 30, 2013	3
Balance Sheets February 28, 2015 (Unaudited) and November 30, 2014 (Audited)	3
Statements of Operations For The Nine Months Ended August 31,2014 and 2013	4
Statements of Operations For The Three Months Ended February 28, 2015 and 2014 (Unaudited)	4
Statements of Stockholders' Equity For The Nine Months Ended August 31, 2014	5
Statements of Cash Flows For The Three Months Ended February 28, 2015 and 2014 (Unaudited)	5
Statements of Cash Flows For The Nine Months Ended August 31, 2014 and 2013	6
Notes to Financial Statements	6
Notes to Financial Statements	7
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
	6
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	13
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	18
PART II - OTHER INFORMATION
Item 1. Legal Proceedings	19
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	19
Item 3. Defaults Upon Senior Securities	19
Item 6. Exhibits	20
Signatures	2122

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

TheDirectory.com, Inc.

Balance Sheets

~~August~~February 3128, ~~2014~~2015 and November 30, ~~2013~~2014

Assets	2014			2013
		2015			2014
		(Unaudited)			(Audited)
Assets
Current assets
Cash and cash equivalents	$	764,~~549~~071		$	~~128~~52,~~910~~987
Accounts receivable		583,182			270,717
Accounts receivable, net		174,802			189,954
Deferred tax asset		148,000			–
Total Current Assets		238,873			242,941
Prepaid expenses		8,500			–
Property and Equipment, Net		11,477			10,610
Total Current Assets		747,231			399,627
Property and Equipment, Net		6,041			1,318
Other Assets
Amortizable Intangible Assets, net		~~788~~573,~~050~~077			~~393~~644,~~928~~661
Nonamortizable Intangible Assets		2,~~151~~172,~~861~~744			2,~~538~~165,~~678~~952
Deposits		1622,~~535~~643			122,~~535~~643
Total Other Assets		2,~~956~~768,~~446~~464			2,~~934~~833,~~141~~256
Total Assets	$	3,~~709~~018,~~718~~814		$	3,~~335,~~086,807
Liabilities and Stockholders' Equity (Deficit)
Accounts payable and accrued expenses	$	~~678~~610,~~028~~493		$	~~572~~535,~~746~~726
Commercial line of credit		~~615~~907,~~057~~845			1,~~300~~096,~~000~~338
Notes payable		1,126,850			1,593,367
Derivative liabilities		108,348			379,221
Notes payable to related parties		138,904			65,157
Notes payable		1,015,328			1,028,205
Total current Liabilities		2,558,839			3,531,270
Notes payable to related parties		55,536			70,623
Long-Term Debt-Net of Current portion		55,000			330,000
Total current Liabilities		2,697,550			3,110,113
Total liabilities		2,613,839			3,861,270
Long-Term Debt-Net of Current portion		–			–
Total liabilities		2,697,550			3,110,113
Stockholders' equity:
Preferred stock, 1,200,000 share authorized, $.001 par value, 540,000 and 270,000 shares issued and outstanding at August 31, 2014 and November 30, 2013		540			270
Preferred stock, 1,200,000 share authorized, $.001 par value, 640,000 and 640,000 shares issued and outstanding at February 28, 2015 and November 30, 2014		640			640
Common stock 6,000,000,000 shares authorized, $.001 par value,4,651,832,658 and 3,450,749,199 shares issued and outstanding at August 31, 2014 and November 30, 2013		4,651,833			3,450,750
Common stock 30,000,000,000 shares authorized, $.001 par value, 7,721,034,676 and 5,129,999,499 shares issued and outstanding at February 28, 2015 and November 30, 2014		7,721,035			5,130,000
Additional paid in capital		42,~~448~~190,~~087~~787			4,~~423~~343,~~398~~370
Accumulated deficit		(89,~~004~~591,~~581~~198	)		(89,~~400~~497,~~602~~316	)
Total stockholders' equity (deficit)		1321,~~095,879~~264			(~~526~~23,~~184~~306	)
Total Liabilities and stockholders' equity (deficit)	$	3,~~709~~018,~~718~~814		$	3,~~335,~~086,807

The accompanying footnotes are an integral part of these financial statements.

TheDirectory.com, Inc.

Statements of Operations

For The ~~Nine~~Three Months Ended ~~August~~February 3128,~~2014~~ 2015 and ~~2013~~2014

	Three Months Ended August 31,						Nine Months Ended August 31,
	2014			2013			2014			2013
REVENUES	$	390,605		$	80,621		$	1,670,113		$	307,091
OPERATING EXPENSES:
Cost of revenues		140,604			4,890			701,803			13,894
Sales and marketing		47,345			9,403			145,821			28,209
Consulting fees		28,874			24,989			74,294			112,293
General and administrative		83,279			49,800			233,630			126,172
Research and development		5,108			1,794			17,909			9,384
Amortization of intangibles		48,573			–			122,695			–
Total operating expenses		353,783			90,876			1,296,152			289,952
											–
Income (Loss) from operations		36,822			(10,255	)		373,961			17,139
OTHER INCOME (EXPENSE)
Interest expense		(33,313	)		(1,564	)		(125,940	)		(10,259	)
											–
NET INCOME BEFORE PROVISION FOR INCOME TAXES		3,509			(11,819	)		248,021			6,880
INCOME TAX EXPENSE (BENEFIT)		–			–			(148,000	)		–
NET INCOME	$	3,509		$	(11,819	)	$	396,021		$	6,880
Basic weighted average number of shares outstanding		4,458,860,820			2,893,716,949			3,947,529,798			2,837,557,793
Basic Earnings per share	$	–		$	–		$	–		$	–
Diluted weighted average number of shares outstanding		9,815,815,342			8,293,716,949			9,347,529,798			8,237,557,793
Diluted earnings per share	$	–		$	–		$	–		$	–

(Unaudited)

	2015			2014
REVENUES	$	454,391		$	503,255

OPERATING EXPENSES:
Cost of revenues		155,705			213,098
Sales and marketing		3,170			2,252
Consulting fees		50,934			41,260
General and administrative		237,941			119,192
Research and development		3,675			3,719
Amortization of intangibles		76,584			34,758

Total operating expenses		528,009			414,279

Income (Loss) from operations		(73,618	)		88,976

OTHER INCOME (EXPENSE)
Interest expense		(291,137	)		(54,272	)
Change in derivative		270,873			–

NET INCOME (LOSS)	$	(93,882	)	$	34,704

Basic weighted average number of shares outstanding		5,717,289,437			3,615,332,532

Basic Earnings per share	$	–		$	–

Diluted weighted average number of shares outstanding		5,717,289,437			3,620,732,532

Diluted earnings per share	$	–		$	–

The accompanying footnotes are an integral part of these financial statements.

TheDirectory.com, Inc.

Statements of Stockholders' Equity

For The Nine Months Ended August 31, 2014

									Additional
	Preferred Stock				Common Stock				Paid-In			Accumulated
	Shares		Amount		Shares		Amount		Capital			Deficit			Total
Balance November 30, 2013		270,000		270		3,450,749,199	$	3,450,750	$	4,423,398		$	(8,400,602	)	$	(526,184	)
Stock issued for debt		–		–		1,038,583,459		1,038,583		(42,541	)		–			996,042
Stock issued for financing fees		–		–		162,500,000		162,500		(32,500	)					130,000
Stock issued as compensation		270,000		270		–		–		99,730			–			100,000
Net income for the nine months ended August 31, 2014		–		–		–		–		–			396,021			396,021
		540,000		540		4,651,832,658	$	4,651,833	$	4,448,087		$	(8,004,581	)	$	1,095,879

The accompanying footnotes are an integral part of these financial statements.

Statements of Cash Flows

For The ~~Nine~~Three Months Ended ~~August~~February 3128, 2015 ~~2014~~ and ~~2013~~2014

	2014			2013
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	~~396~~(93,~~021~~882	)	$	634,~~880~~704
Adjustments to reconcile net income (loss) to net cash from operating activities:
Depreciation and amortization		~~124~~318,~~672~~567			~~534~~35,063
Change in derivative		(270,873	)		–
Change in operating assets and liabilities:
Accounts receivable		~~(402~~15,~~465~~151	)		–123,231
Deferred tax asset		(148,000	)		–
Accounts payable and accrued expenses		74,769			(14,821	)
Accounts payable and accrued expenses		205,281			34,174
Total cash flows from operating activities		43,732			178,177
Total cash flows from operating activities		175,509			41,588
Cash flows from investing activities:
Purchase of domain names		–			(294	)
Payment of rental deposits, net of refund		–			–
Purchase of fixed assets		(6,700	)		–
Purchase of office equipment		(1,026	)		–
Total cash flows from investing activities		(6,700	)		(294	)
Purchase of software enhancements		–			(5,601	)
Purchase of domain names		(6,792	)		–
Total cash flows from investing activities		(7,818	)		(5,601	)
Cash flows from financing activities:
Financing fees paid		–(5,000	)		–
Repayments to line of credit		(684,943	)		–
Repayments to line of credit (net of proceeds)		(18,493	)		(344,083	)
Advances from (repayments to) individuals, net		~~322~~13,~~733~~750			(592,~~000~~430	)
Advances from (repayments to) related parties, net		72(15,~~040~~087	)		(298,~~385~~919	)
Total cash flows from financing activities		(~~290~~24,~~170~~830	)		(34260,~~385~~572	)
Increase (decrease in) cash and cash equivalents		~~(121~~11,~~361~~084	)		6(82,~~909~~395	)
Cash and cash equivalents, beginning of period		~~128~~52,~~910~~987			3128,~~721~~910
Cash and cash equivalents, end of period	$	764,~~549~~071		$	1046,~~630~~515
SUPPLEMENTAL INFORMATION:
Income taxes paid	$	–		$	–
Interest expense paid	$	~~125~~18,~~940~~493		$	1048,~~259~~197

The accompanying footnotes are an integral part of these financial statements.

TheDirectory.com, Inc.

Notes to Financial Statements

Note 1 - Background and Summary of Significant Accounting Policies

The Company

TheDirectory.com, Inc. (the “Company”), incorporated under the laws of the State of Utah in June 1983 as Teal Eye, Inc. Subsequently, in 1984, the Company then merged with Terzon Corporation and changed its name to Terzon Corporation. In September 1984, the Company changed its name to Candy Stripers Corporation, Inc. In 1986, the Company ceased the candy manufacturing operations and filed for Chapter 11 bankruptcy protection. After emerging from bankruptcy in 1993, the Company remained dormant until it changed its name to Piedmont, Inc. on January 6, 1998. On May 31, 2003, the Company changed its name to US Biodefense, Inc.

Effective January 10, 2008, the Company experienced a change in control as the result of a series of transactions. Effective on that date, the Company executed an employment agreement with Scott Gallagher pursuant to which he was appointed the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors, positions which he still holds today. Simultaneously, the former Chairman, David Chin, resigned as an officer and director of the Company, leaving Mr. Gallagher as the Company’s sole director. As a result of these transactions, Mr. Gallagher assumed control of the Company.

On April 4, 2008, the Company acquired 100% of the assets of Elysium Internet, Inc., a direct navigation Internet media company, in exchange for stock and a $1,500,000 promissory note to FTS Group, Inc. In 2008, the Company filed an Amended and Restated Articles of Incorporation, and effective July 28, 2008, changed its name to Elysium Internet, Inc. In May 2011, the Company changed its name to TheDirectory.com, Inc.

The Company’s principal executive offices are located at 2701 Rocky Point Dr., Suite 950, Tampa, Florida 33607. The Company’s shares are quoted on the Over the Counter marketplace under the ticker symbol, “SEEK.”

Control By Principal Shareholder

The Chief Executive Officer of the Company owns, beneficially and in the aggregate, the majority of the voting power of the outstanding shares of the capital stock of the Company. Accordingly, the Chief Executive Officer has the ability to control the approval of most corporate actions, including increasing the authorized capital stock of the Company and the dissolution, merger or sale of the Company's assets or business.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying ~~financial~~unaudited financial statements of the Company have been prepared in ~~conformity~~accordance with accounting principles generally accepted in the United States of America for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements. In the opinion of management, all adjustments (~~GAAP~~consisting of normal recurring accruals), ~~which~~considered ~~contemplate~~necessary for a fair presentation have been included. Interim results are not necessarily ~~continuation~~indicative of the results for the full year. For further information regarding the Company's assignificant accounting apolicies, ~~going~~refer ~~concern~~to the audited consolidated financial statements and footnotes thereto included in the Company's Annual Report on Form 10-K for the year ended November 30, 2014 filed with the Securities and Exchange Commission on April 15, 2015.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, 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.

Fair Value of Financial Instruments

~~For~~We ~~certain~~estimate the fair value of ~~the~~our ~~Company’s~~complex derivative financial instruments, ~~including~~that ~~cash~~are ~~and~~required ~~cash~~to ~~equivalents,~~be ~~prepaid~~carried ~~expenses,~~as ~~accounts~~liabilities ~~payable~~at ~~and~~fair ~~deferred~~value ~~revenues,~~pursuant ~~the~~to ~~carrying~~Statements ~~amounts~~on Financial ~~approximate~~Accounting ~~fair~~Standards ~~value~~No. ~~due~~133, to“Accounting ~~their~~for ~~short~~Derivative ~~maturities~~Financial Instruments and Hedging Activities (SFAS 133).”

We do not use derivative financial instruments to hedge exposures to cash-flow, market or foreign-currency risks. However, we frequently enter into certain other financial instruments and contracts, such as debt financing arrangements, preferred stock arrangements and freestanding warrants with features that are either (i) not afforded equity classification, (ii) embody risks not clearly and closely related to host contracts or (iii) may be net-cash settled by the counterparty to a financing transaction. As required by SFAS 133, these instruments are required to be carried as derivative liabilities, at fair value, in our financial statements.

We estimate fair values of derivative financial instruments using various techniques, and combinations thereof, that are considered to be consistent with the objective measuring of fair values. In selecting the appropriate technique(s), we consider, among other factors, the nature of the instrument, the market risks that such instruments embody and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes option valuation technique, since it embodies all of the requisite assumptions, including trading volatility, estimated terms and risk free rates, necessary to fair value these instruments. For complex derivative instruments, such as embedded conversion options, we generally use the flexible Monte Carlo valuation technique since it embodies all of the requisite assumptions, including credit risk, interest-rate risk and exercise/conversion behaviors, that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weightage to multiple possible outcomes. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in our trading market price which has high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

Leases

The Company leases office facilities under agreements accounted for as operating leases. For leases that contain escalation or rent concessions provisions, management recognizes rent expense during the lease term on a straight-line basis over the term of the lease. The difference between rent paid and straight-line rent expense is recorded as a deferred rent liability in the accompanying consolidated balance sheets.

Revenue Recognition

The Company recognizes revenue when the following conditions have been met: (a) the service or product a customer has subscribed to has been provided to the customer; (b) the amount of fees to be paid by the customer is fixed or determinable; and (c) the collection of our fees is probable.

The Company generates revenue when it is realizable and earned, as evidenced by clicks generated through our network of Internet properties or when a subscriber pays for an online marketing package and the fulfillment of the subscription obligations have been satisfied. The Company’s contracts and agreements are short term and do not contain multiple elements and can be cancelled at any time.

Concentration of Credit Risk

Financial instruments that subject the Company to concentrations of credit risk include cash and cash equivalents.

The Company maintains its cash in well-known banks selected based upon management's assessment of the bank's financial stability. Balances may periodically exceed the $250,000 federal depository insurance limit; however, the Company has not experienced any losses on deposits. The Company extends credit to its customers based on an evaluation of the customer's financial condition, generally without collateral. Exposure to losses on receivables is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, as required.

Cash Equivalents

For purposes of reporting cash flows, the Company considers all short-term investments with an original maturity of three months or less to be cash equivalent.

Selling and Marketing Expenses

Selling and marketing expenses consist primarily of personnel and related expenses for selling and marketing staff, including salaries, consulting fees and wages, commissions and other variable compensation, benefits, bonuses and stock-based compensation; travel and business costs; training, recruitment, marketing and promotional events; advertising; other brand building and product marketing expenses; and occupancy, technology and other direct overhead costs.

General and Administrative Expenses

General and administrative expenses consist primarily of personnel and related expenses for executive, legal, finance, human resources and corporate communications, including wages, benefits, bonuses and stock-based compensation, professional fees, insurance premiums and other expenses, including occupancy, technology and other direct overhead, public company costs and other corporate expenses.

Advertising Expenses

The Company expenses advertising as incurred. For the ~~nine~~periods ~~months~~ending ~~ended~~February ~~August 31~~28, ~~2014~~2015 and ~~2013~~November 30, 2014, advertising expenses were $113,~~413~~170 and $52,~~804~~252, respectively, and such expenses are included under ~~general~~sales and ~~administrative~~marketing expenses.

Fixed Assets

Fixed assets are stated at cost, less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which are generally 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Expenditures for property betterments and renewals are capitalized. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in results of operations.

The Company will periodically evaluate whether events and circumstances have occurred that may warrant revision of the estimated useful lives of fixed assets or whether the remaining balance of fixed assets should be evaluated for possible impairment. The Company uses an estimate of the related undiscounted cash flows over the remaining life of the fixed assets in measuring their recoverability.

Income Taxes

The Company records income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in its financial statements or tax returns. In estimating future tax consequences, all expected future events other than enactments or changes in the tax law or rates are considered. Valuation allowances are provided when necessary to reduce deferred tax assets to the amount expected to be realized.

The Company records tax benefits for income tax positions only if it is “more-likely-than-not” to be sustained based solely on its technical merits as of the reporting date. Management considers many factors when evaluating and estimating tax positions and tax benefits, which may require periodic adjustments and which may differ from actual outcomes. The Company follows a comprehensive model for the financial statement recognition, measurement, presentation and disclosure of uncertain tax positions taken or expected to be taken in income tax returns. The Company’s policy is to recognize interest and penalties related to tax in income tax expense.

8Payroll Taxes

The Company has an accrued payroll tax liability of $178,112 for the period ending February 28, 2015. The Company has a plan in place to eliminate this liability during the 2015 fiscal year. The Company was current with its first quarter payroll tax filing obligation for the period ending March 31, 2015. The Company may be subject to fines, late charges or penalties for not filing its quarterly returns on time.

Net Income (Loss) Per Share

Basic net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common shares outstanding during the period. Diluted net income (loss) per share is computed by dividing the net income (loss) for the period by the weighted average number of common and potential dilutive shares outstanding during the period, to the extent such shares are dilutive. Potential dilutive shares are composed of incremental common shares issuable upon the exercise of stock options, warrants and unvested restricted shares using the treasury stock method and convertible preferred stock under the if-converted method, where such conversions are dilutive.

Note 2 - Property and Equipment

Property and equipment consisted of the following at ~~August~~February 3128, ~~2014~~2015 and November 30 2013:

	2014		2013
	(Unaudited)		(Audited)
Furniture and fixtures (at cost)	$	15,167	$	8,467
	Feb. 28, 2015		Nov. 30, 2014
Accumulated depreciation		9,126		7,149
Furniture and fixtures (at cost)	$	20,763	$	19,736
Net	$	6,041	$	1,318
Accumulated depreciation		9,286		9,126
Net	$	11,477	$	10,610

Depreciation expense was $~~1,977~~160 and $~~533~~304 for the ~~nine~~three ~~month~~months ~~period~~ ended ~~August~~February 3128, ~~2014~~2015 and ~~2013~~2014.

Note 3 - Comprehensive Income

Accounting principles generally require that recognized revenues, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale securities are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.

The components of other comprehensive income and related tax effects for the ~~six~~periods ~~months~~ ended ~~August~~February 3128, ~~2014~~2015 and ~~2013~~November 30, 2014 are zero.

Note 4 - ~~Income~~Going ~~Taxes~~Concern

The ~~income~~Company ~~tax~~has ~~provision~~elected ~~reflected~~to inearly ~~the~~adopt ~~statement~~Accounting Standards Update No. 2014-15, “Presentation of ~~operations~~Financial ~~consists~~Statements—Going Concern (Subtopic 205-40): Disclosure of ~~the~~Uncertainties ~~following~~about ~~components~~an ~~for~~Entity’s ~~the~~Ability ~~nine~~to ~~months~~Continue ~~ended~~as ~~August~~a ~~31,~~Going ~~2014~~Concern ~~and~~(“ASU ~~2013:~~2014-15”).

	2014			2013
Current Tax Provision	$	78,600		$	2,800
Application of net operating losses		(78,600	)		(2,800	)
Net provision for income taxes		–			–
Deferred tax benefit attributable to NOLs		(148,000	)		–
Total Tax (Benefit)	$	(148,000	)	$	–

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

The Company’s financial statements have been prepared assuming that it will continue as a going concern, which contemplates continuity of operations, realization of assets, and liquidation of liabilities in the normal course of business.

As reflected in the financial statements, the Company had an accumulated deficit and net loss for the period ended February 28, 2015 and November 30, 2014. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The Company is attempting to further implement and expand its business plan to generate sufficient revenue; however, the Company’s cash position may not be sufficient to support the Company’s daily operations if revenue does not grow to levels to support ongoing expenses. While the Company believes in the viability of its business plan to expand operations and generate sufficient revenue and in its ability to raise additional funds by way of a public or private offering, there can be no assurances to that effect. The ability of the Company to continue as a going concern is dependent upon its ability to further implement its business plan and generate sufficient revenue, profits and its ability to raise additional funds by way of a public or private offering.

Note 5 - Taxes

Deferred income taxes are the result of timing differences between book and tax basis of certain assets and liabilities, timing of income and expense recognition of certain items and net operating loss carry-forwards.

The Company assesses temporary differences resulting from different treatments of items for tax and accounting purposes. These differences result in deferred tax assets and liabilities, which are recorded in ~~our~~the Company’s balance sheets. The Company evaluates the reliability of its deferred tax assets and assesses the need for a valuation allowance on an ongoing basis. In evaluating its deferred tax assets, the Company considers whether it is more likely than not that the deferred income tax assets will be realized. The ultimate realization of deferred tax assets depends upon generating sufficient future taxable income prior to the expiration of the tax attributes. In assessing the need for a valuation allowance the Company must project future levels of taxable income. This assessment requires significant judgment. The Company examined the evidence related to a recent history of tax losses, the economic conditions in which it operates recent organizational changes, its forecasts and projections.

AtNet ~~August 31, 2014 the Company had deferred tax assets for net~~ operating losses ~~of $148,000. Under the Internal Revenue Code of 1986, as amended, these losses~~ can be carried ~~forward~~ forward up to twenty years. As of ~~May~~February 3128, 2015 and November 30, 2014 the Company has net operating loss carry forwards in the amount of $~~780~~4,~~000~~330,080 which start to expire in 2030.

9The Company is currently open to audit under the statute of limitations by the Internal Revenue Service for the years ending November 30, 2010 through February 28, 2015. The Company’s state income tax returns are open to audit under the statute of limitations for the years ending November 30, 2010 through February 28, 2015.

The Company isrecognizes ~~currently open to audit~~interest ~~under~~and ~~the~~penalties ~~statute~~related ofto ~~limitations~~income bytaxes ~~the~~in ~~Internal~~income ~~Revenue~~tax ~~Service for the years ending November 30, 2010 through 2013~~expense. The Company~~’s state~~ ~~income~~had ~~tax~~incurred ~~returns~~no ~~are~~penalties ~~open~~relating to ~~audit~~federal ~~under~~income taxes ~~the~~and ~~statute~~interest ~~of limitations~~ for the ~~years~~periods ending ~~November~~February 3028, ~~2010~~2015 ~~through~~and ~~2013~~November 30, 2014.

The Company ~~recognizes~~has ~~interest~~an accrued payroll tax liability of $178,112 as of February 28, 2015 and may incur penalties ~~related~~ relating to ~~income~~the ~~taxes~~timing inof ~~income~~payroll ~~tax~~payments ~~expense~~and filings. The Company ~~had~~expects ~~incurred~~that noit ~~penalties~~will ~~and~~be ~~interest~~current ~~for~~with ~~the~~its ~~nine~~ongoing ~~months~~payroll ~~ended~~tax ~~August 31,~~liability ~~2014~~obligations ~~and~~during ~~2013~~the first quarter of 2015.

Note 56 - Intangible Assets

WeThe ~~classify~~Company classifies “Intangible Assets” within “Other Assets” on the balance sheets.

Intangible Assets consisted of the following as of ~~August~~February 3128, ~~2014~~2015 and November 30, ~~2013~~2014:

Amortizable

			August 31, 2014				November 30, 2013
		(Unaudited)				(Audited)
	Financing Fees		$	547,100			$	417,100
		Feb. 28, 2015				Nov. 30, 2014
	Intellectual Property			386,817				–
Financing Fees		$	312,400			$	307,400
				933,917				417,100
Intellectual Property			421,963				421,963
	Less: accumulated amortization			(145,867	)			(23,172	)
			734,363				720,363
	Net amortizable intangible assets		$	788,050			$	393,928
Less: accumulated amortization			161,286				84,702
Net amortizable intangible assets		$	573,077			$	644,661

Non-Amortizable

			August 31, 2014			November 30, 2013
		Feb. 28, 2015			Nov. 30, 2014
Internet domain portfolio	~~Internet domain portfolio~~	$	$2,072,744	~~2,051,861~~	$	$2,065,952	~~2,051,861~~
Intellectual property	~~Intellectual property~~		–	–		–	~~386,817~~
Trademarks	~~Trademarks~~		100,000	~~100,000~~		100,000	~~100,000~~
Net non-amortizable intangible assets	~~Net non-amortizable intangible assets~~	$	$2,172,744	~~2,151,861~~	$	$2,165,952	~~2,538,678~~

*Intellectual Assets are digital assets owned by the Company that relate to the creation and operations of websites and directories.

~~Note 6 - Accounts Receivable~~9

~~The~~Note ~~Company~~7 reports all receivables at gross amounts due from customers. Because losses related to these receivables are deemed improbable due to the short term nature and renewal process of the contracts, management uses the direct write-~~off~~ ~~method~~Accounts to account for bad debts. On a continuing basis, management analyzes delinquent receivables and, once these receivable are determined to be uncollectible, they are written off through a charge against earnings. Bad debt expense for the nine months ended August 31, 2014 and 2013 was zero in both periods.Receivable

~~Note~~The 7Company reports all receivables at gross amounts due from customers. Because losses related to these receivables are deemed improbable due to the short term nature and renewal process of the contracts, management uses the direct write-off ~~Earnings~~method ~~per~~to ~~Share~~account for bad debts. On a continuing basis, management analyzes delinquent receivables and, once these receivable are determined to be uncollectible, they are written off through a charge against earnings. Bad debt expense for the period ended February 28, 2015 was zero. Accounts receivable at February 28, 2015 and November 30, 2014 were $181,906 and $197,058, respectively, net of allowance $7,104 in both periods.

Note 8 - Earnings per Share

Basic earnings per share are calculated by dividing net income by the weighted average number of common shares outstanding during the period.

The Company had convertible preferred stock issued and outstanding during the ~~nine~~period ~~months~~ ended ~~August~~February 3128, ~~2014~~2015 and ~~2013~~November 30, 2014. The preferred stock has a a $0.001 par value with each share convertible into 10,000 shares of common stock. There were ~~540~~640,000 ~~and 270,000~~ shares of the ~~convertible~~ convertible preferred stock issued and outstanding at ~~August~~February 3128, ~~2014~~2015 and November 30, ~~2013~~2014 convertible into 56,400,000,000 ~~and~~ ~~2,700,000,000~~ shares of common stock, respectively. Since these shares are potentially dilutive, they are included in the calculation of fully diluted earnings per share when not anti-dilutive.

10Note 9 - Asset Acquisition and Reporting

~~Note~~On 8October 1, 2013, the Company agreed to acquire selected assets from two privately held companies; Let’s See What Sticks, LLC a Kentucky Corporation and CMS Domains, LLC a Nevada Corporation for a total purchase price of $2,150,000. The Company also closed a $5 million credit facility with an institutional investor whereby the Company raised a total of $1.3 million to be used to close the asset purchase. The Company paid the seller $1 million at closing. The seller issued to the Company a promissory note in the amount of $1,150,000 payable over 24 month from the closing date. The Company agreed to make monthly payments in the amount of $45,000 for the first 12 months post-closing ~~Asset~~then ~~Acquisition~~an additional 12 monthly payments of $30,000 beginning on November 1, 2014. Additionally, the Company agreed to make a balloon payment in the amount of $250,000 prior to October 1, 2014. As of the period ended February 28, 2015, the Company owed Let’s See What sticks and CMS Domains, LLC a total of $305,000 of the $1,150,000 promissory note.

On October 1, 2013, the Company agreed to acquire selected assets from two privately held companies; Let’s See What Sticks, LLC a Kentucky Corporation and CMS Domains, LLC a Nevada Corporation for a total purchase price of $2,150,000. The Company also closed a $5 million credit facility with an institutional investor whereby the company raised a total of $1.3 million to be used to close the asset purchase. The Company paid the seller $1 million via wire transfer at closing. The seller issued to the Company a promissory note in the amount of $1,150,000 payable over 24 month from the closing date. The company agreed to make monthly payments in the amount of $45,000 for the first 12 months post-closing then an additional 12 monthly payments of $30,000 beginning on November 1st, 2014. Additionally the Company agreed to make a balloon payment in the amount of$250,000 prior to October 1st, 2014.

Pursuant to the accounting guidance in ASC 805-10, the Company determined that the asset purchase did not meet the criteria necessary to constitute a business combination and was therefore accounted for as an asset purchase.

~~Note~~As 9a -result ~~Revolving~~of ~~Credit~~the ~~Facility~~acquisition the Company closed on October 1st, 2013 and the resulting delays that occurred, primarily during the first 6 months of 2014, relating to accessing real time reporting data from third parties, the signing of new contracts and establishing new revenue accounts and cost of revenue accounts that are needed to collect revenue and cost of revenue data, the Company’s 2014 quarterly results differ slightly from those reported in the unaudited results reported during 2014. The revised 2014 quarterly results are based on the Company’s 2014 audited financial results.

~~Effective~~Note ~~October~~10 1,- ~~2013,~~Revolving ~~the Company closed a $5 million revolving credit financing facility with TCA Global~~ Credit Master Fund (TCA). On October 1st, 2013 the Company took an initial draw down on the line of $1.3 million. The Company used the funds to purchase selected assets from a privately held Company, as well as to pay the related deal and transaction fees and to increase our traffic acquisition programs. At August 31, 2014 the Company had $615,057 outstanding relating to the initial draw of $1.3 million. At August 31, 2014 the Company had $3.7 million available under the credit facility. The credit facility may be drawn down, at the investor’s sole discretion subject to a use of proceeds or other investor defined metric such as Company financial performance metric or other investor defined metric. Standard requested draw down’s shall not exceed 80% of the repayments made to the investor unless the requested draw down is relating to a proposed acquisition. In the event of an acquisition funding request TCA may consider the financial performance of the target company, along with other metrics in order to determine whether or not to release additional funds under the facility. There are no contractual guarantees or formal metric specific obligations that require TCA to provide the Company with access to additional draw downs. Future draw down’s of the credit facility are to be made solely at the discretion of the managers at TCA. The Company may also need to raise funds through private placements of our equity securities that may involve dilution to our existing stockholders.Facility

~~Note~~Effective 10October 1, 2013, the Company closed a $5 million revolving credit financing facility with TCA Global Credit Master Fund (TCA). On October 1, 2013, the Company took an initial draw down on the line of $1.3 million. The Company used the funds to purchase selected assets from a privately held Company, as well as to pay the related deal and transaction fees and to increase its traffic acquisition programs. At November 30, 2014 the Company had $1,092,000 outstanding relating to the total draw of $1.7 million. At February 28, 2015, 2014 the Company had $3.3 million available under the credit facility. The credit facility may be drawn down, at the investor’s sole discretion subject to a use of proceeds or other investor defined metric such as Company financial performance metric or other investor defined metric. Standard requested draw-downs ~~Notes~~shall ~~Payable~~not exceed 80% of the repayments made to TCA unless the requested draw down is relating to a proposed acquisition. In the event of an acquisition funding request TCA may consider the financial performance of the target company, along with other metrics in order to determine whether or not to release additional funds under the facility. There are no contractual guarantees or formal metric specific obligations that require TCA to provide the Company with access to additional draw downs. Future draw-downs of the credit facility are to be made solely at the discretion of the managers at TCA. The Company may also need to raise funds through private placements of its equity securities that may involve dilution to our existing stockholders. The Company has no plans to make additional draw downs on the Credit Facility in 2015.

~~Notes payable to individuals at August 31, 2014 and November 30, 2013 consisted of the following:~~10

	2014		2013
Note payable to CMS Domains, monthly payments of principal through October 1, 2014 of $45,000, monthly payments of principal through October 1, 2015 of $30,000, balloon payment due October 1, 2014 of $250,000. This note contains $10,000 of capitalized interest included in the principal payments. Secured by domain portfolio.	$	687,500	$	1,105,000
Notes payable to Institutional Investors, due January 1, 2015		223,500		–
Note payable to individual, due January, 1 2012. Company has received an extension through December 31, 2014		–		434,500
Note payable to individual, due January 1, 2015		270,850		229,867
Note payable to individual, due January 1, 2012. Company is negotiating with holders for repayment terms.		–		154,000
		1,181,850		1,923,367
Less current maturities of long-term debt		1,126,850		1,593,367
Long-term debt-net of current portion	$	55,000	$	330,000

Note 11 - Notes Payable

Notes payable to individuals at February 28, 2015 and February 28, 2014 consisted of the following:

		2/28/2015		11/30/2014
		(Unaudited)		(Audited)
Note payable to CMS Domains, monthly payments of principal through October 1, 2014 of $45,000 monthly payments of principal through October 1, 2015 of $30,000, balloon payment due October 1, 2015 of $250,000. This note contains $10,000 of capitalized interest included in the principal payments.	$	305,000	$	345,000

Note payable to Institutional Investor with origination date September 22, 2014, maturity date June 22, 2015, and interest at 8% per annum. Payable in cash or stock at company's discretion. Original issue discount on note of $42,564 with unamortized discount of $17,775.		43,475		29,442

Note payable to Institutional Investor with origination date April 28, 2014, maturity date April 28, 2015, and interest at 8% per annum. Payable in cash or stock at company's discretion. Original issue discount on note of $66,162 with unamortized discount of $0.		–		40,992

Note payable to Institutional Investor with origination date June 4, 2014, maturity date March 4, 2015, and interest at 8% per annum. Payable in cash or stock at company's discretion. Original issue discount on note of $63,000 with unamortized discount of $11,617.		35,563		41,308

Note payable to Institutional Investor with origination date August 4, 2014, maturity date August 4, 2015, and interest at 8% per annum. Payable in cash or stock at company's discretion. Original issue discount on note of $39,974 with unamortized discount of $17,194.		12,055		20,449

Note payable to Institutional Investor with origination date October 1, 2014, maturity date May 10, 2015, and interest at 10% per annum. Payable in cash or stock at company's discretion. Original issue discount on note of $308,123 with unamortized discount of $62,851.		47,530		16,073

Note payable to Institutional Investor with origination date November 24, 2014, maturity date December 24, 2015, and interest at 10% per annum. Payable in cash or stock at company's discretion. Original issue discount on note of $142,500 with unamortized discount of $107,867.		34,633		2,165

Note payable to Institutional Investor with origination date January 9, 2015 maturity date February 9, 2016, and interest at 10% per annum. Payable in cash or stock at company's discretion. Original issue discount on note of $39,447 with unamortized discount of $34,453.		20,544		–

Note payable to Institutional Investor, due June 1, 2015		294,792		309,792

Note payable to individual, due January 1, 2015		187,236		188,484

Note payable to Institutional Investor with origination date February 18, 2015 maturity date February 18, 2016, and interest at 0% per annum. Payable in shares of Company stock. Original issue discount on note of $170,000 with unamortized discount of $151,526.

Note payable to individual, due January 1, 2015		34,500		34,500

Note payable to individual, due January 1, 2012. Company has received and extension through December 31, 2014.		–		–
		1,015,328		1,028,205
Less current maturities of long term debt		1,015,328		1,028,205

Long-term debt, net of current portion	$	–	$	–

Note 11 12- ~~Equity~~Related Party Transactions

~~Common~~At ~~Stock~~February 28, 2015 the company had the following related party transactions outstanding:

The Company is authorized to issue up to a total of six billion (6,000,000,000) shares of common stock, par value $0.001 per share. The shares of common stock are non-assessable, without preemption rights, and do not carry cumulative voting rights. Holders of our common stock are entitled to one vote for each share held on all matters submitted to a vote of our stockholders. Holders of our common stock are entitled to receive dividends if, as and when declared by our Board of Directors.

Note from Officer	$55,536*

Accrued Officer Compensation	$286,545**

*This amount is included in notes payable, related parties.

**This amount is included in accrued expenses.

Note 13- Leases

The Company leases its office facilities under two non-cancelable operating leases. The lease agreements require the Company to pay property taxes, insurance, common area expenses and maintenance costs. The leases expire in April and October, 2019. Total rent expense for the period ended February 28, 2015 and November 30, 2014 was $43,345.32 and $104,941. Prior to its current two leases, the company leased a single facility on a month to month basis ending in April, 2014 rent expense for the year ended November 30, 2013 $18,156.

Future minimum lease payments under operating leases are approximately as follows:

FYE 11/30/15	$	173,379
FYE 11/30/16		179,512
FYE 11/30/17		182,579
FYE 11/30/18		182,579
FYE 11/30/19		113,698

Note 14 - Equity

Preferred Stock

The Company is authorized to issue up to a total of one million, two hundred thousand (1,200,000) shares of preferred stock, par value $0.001 per share, without stockholder approval. ~~Our~~The Board of Directors has the authority, without action by ~~our~~the stockholders, to issue all or any portion of the authorized but unissued preferred stock in one or more series and to determine the voting rights, preferences as to dividends and liquidation, conversion rights, and other rights of such series. As of ~~August~~November 3130, 2014, the Company had ~~540~~640,000 Series A Convertible Preferred shares issued and outstanding. For each share of Series A Convertible Preferred Stock, the holder will receive 10,000 shares of common stock upon conversion.

~~During~~Common ~~the period ended August 31, 2014 the Company issued the following shares to note holders to reduce its outstanding debt obligations:~~Stock

On ~~December~~November 113, ~~2013~~2014, ~~our~~the ~~Board~~holders ~~approved~~of a majority of the ~~creation~~voting power of ~~270,000~~outstanding ~~shares~~capital ofstock ~~Series~~executed Aa ~~Convertible~~Written ~~Preferred~~Consent ~~Stock~~in asLieu ~~additional~~of ~~compensation~~a ~~for~~Meeting ~~liabilities~~of ~~secured~~Stockholders ~~personally~~approving byan ~~our~~amendment ~~Chief~~to ~~Executive~~the ~~Officer~~Company’s ~~relating~~Restated toArticles ~~our~~of ~~October~~Incorporation, ~~financing~~as ~~and~~amended, ~~subsequent~~to ~~acquisition.~~increase ~~Each~~the ~~share~~number of ~~Series~~authorized ~~A Convertible~~shares, ~~Preferred~~$0.001 ~~Stock~~par ~~shall~~value beper ~~convertible~~share, atfrom ~~the~~a ~~option~~total number of ~~the holder thereof~~6,001,200,000 atshares ~~any~~to ~~time~~a ~~after~~total ~~one~~number ~~year~~of ~~from~~30,001,200,000 ~~the~~shares, ~~date~~ consisting of ~~issuance into~~30,000,000,000 ashares ~~number~~ of ~~fully~~common ~~paid~~stock and ~~non-assessable~~1,200,000 shares of ~~our~~preferred ~~common~~ stock. ~~For~~The ~~each~~authorized share ofincrease ~~Series~~became Aeffective on ~~Convertible~~January ~~Preferred~~6, ~~Stock~~2015, after filing of the ~~holder~~Articles ~~will~~of ~~receive~~Amendment ~~10,000~~with ~~shares~~the Secretary of ~~common~~State ~~stock~~of ~~upon~~the ~~conversion~~State of Utah.

The Company is authorized to issue up to a total of thirty billion (30,000,000,000) shares of common stock, par value $0.001 per share. The shares of common stock are non-assessable, without preemption rights, and do not carry cumulative voting rights. Holders of common stock are entitled to one vote for each share held on all matters submitted to a vote of stockholders. Holders of common stock are entitled to receive dividends if, as and when declared by the Board of Directors.

During the period ended November 30, 2014, the Company issued the following shares to note holders to reduce its outstanding debt obligations:

On December 1, 2013, the Company issued 270,000 shares of Series A Convertible Preferred to an officer for $100,000.

On December 18, 2013, the Company issued 187,500,000 shares of common stock to an institutional investor related to the conversion of $206,250 of debt at a price of $0.0011 per share.

On February 20, 2014, the Company issued 125,000,000 shares of common stock to an institutional investor related to the conversion of $200,000 of debt at a price of $0.0016 per share.

On March 31, 2014, the Company issued 208,333,333 shares of common stock to an institutional investor related to the conversion of $250,000 of debt at a price of $0.0016 per share.

On ~~April~~May 27 and 29, 2014, the Company ~~reserved 212~~issued an aggregate of 241,~~000~~732,~~000~~810 shares of common stock ~~for~~to aan ~~potential~~institutional ~~future~~investor ~~issuance~~related ~~relating~~ to athe conversion of $68156,000 ~~note~~of ~~agreement~~debt at a price of $0.0016 per share.

On May 2731, ~~and 29th~~ 2014, the Company ~~agreed to~~issued ~~issue an aggregate of 241~~202,~~732~~380,~~810~~952 shares of common stock to an institutional investor related to the conversion of $~~156~~135,000 of debt at a price of $0.0016 per share.

On ~~May~~July 3115, 2014, the Company ~~agreed~~issued ~~to issue 202~~73,~~380~~636,~~952~~ 364 shares of common stock to an ~~institutional~~ investor related to the conversion of $~~135~~45,000 of debt at a price of $0.~~0016~~00055 per share.

On ~~July~~August 1513, 2014, the Company ~~agreed to~~issued ~~issue 73~~162,~~636~~500,~~364~~000 shares of common stock valued at $130,000 to an institutional investor ~~related~~due tounder ~~the~~a ~~conversion~~finder’s offee ~~$45,000~~agreement ofrelating to ~~debt~~the atCompanies a$1.3 ~~price~~Million offinancing ~~$0.00055~~with ~~per share~~TCA.

On ~~August~~September 1316, 2014, the Company ~~agreed to issue 162~~issued 20,~~500~~000,000 shares of common stock ~~valued~~to atTCA ~~$130,000~~Global toas an ~~institutional investor~~investment ~~due~~banking ~~under~~advisory ~~a finder’s~~ fee ~~agreement~~valued ~~relating~~at ~~to the Companies~~ $1150,000.~~3 Million financing with TCA.~~

~~Note~~On 12October ~~Subsequent~~13.2014, ~~Events~~the Company issued 82,500,000 shares of common stock to an investor related to the conversion of $33,000 of debt at a price of $0.0004 per share.

~~Subsequent~~On toOctober ~~the period ending August 31~~27, 2014, the Company ~~restructured some of our outstanding debt agreements. First the Company restructuring its agreement~~issued ~~with TCA~~81,846,914 ~~the~~shares ~~deal included extending the due date~~ of ~~our~~common ~~agreement~~stock ~~from October 1st, 2014~~ to ~~the~~an ~~new~~investor ~~due~~related ~~date~~to ~~of October 1, 2015, converting~~ the ~~investment~~conversion ~~banking fee’s into a new note. As part~~ of ~~the new note the Company also drew down an additional~~ $~~400~~41,~~000,~~812.50 ~~less fees, under its $5 Million equity line~~ of ~~credit. The Company also restructured the $250,000 balloon payment due to CMS Domains on October 1, 2014. The~~ debt ~~payment~~at ~~was~~a ~~assumed~~price byof ~~an institutional investor after making the~~ $~~250,000 payment to CMS~~0.000511 ~~The~~per ~~new structure calls for eight monthly payments in stock or cash at the Company’s option beginning on October 10, 2014~~share.

12On November 1, 2014, the Company issued 100,000 shares of Series A Convertible Preferred to an officer for $25,000.

On November 24, 2014, the Company issued 412,536,864 shares of common stock to an investor related to the conversion of $125,000 of debt at a price of $.00303

On January 8, 2015, we issued 258,028,571 shares of common stock to an investor related to the conversion of $43,348.80 of debt at a price of $0.000168 per share.

On January 21, 2015, we issued 225,000,000 shares of common stock to an investor related to the conversion of $25,200 of debt a price of $0.000112 per share.

On January 22, 2015, we issued 250,000,000 shares of common stock to an investor related to the conversion of $28,000 of debt a price of $0.000112 per share.

On January 26, 2015, we issued 116,666,667 shares of common stock to an investor related to the conversion of $14,000 of debt a price of $0.0012 per share.

On February 2, 2015, we issued 90,909,091 shares of common stock to an investor related to the conversion of $10,000 of debt a price of $0.0011 per share.

On February 2, 2015, we issued 145,772,727 shares of common stock to an investor related to the conversion of $16,035 of debt a price of $0.0011 per share.

On February 5, 2015, we issued 236,750,000 shares of common stock to an investor related to the conversion of $23,675 of debt a price of $0.001 per share.

On February 12, 2015, we issued 265,000,000 shares of common stock to an investor related to the conversion of $24,910 of debt a price of $0.000094 per share.

On February 23, 2015, we issued 335,166,667 shares of common stock to an investor related to the conversion of $20,110 of debt a price of $0.00006 per share.

On February 23, 2015, we issued 331,850,545 shares of common stock to an investor related to the conversion of $18,251 of debt a price of $0.000055 per share.

On February 26, 2015, we issued 335,890,909 shares of common stock to an investor related to the conversion of $18,474 of debt a price of $0.000055 per share.

Note 15 - Subsequent Events

On March 11, 2015, we issued 375,000,000 shares of common stock to an investor related to the conversion of $20,625 of debt a price of $0.000055 per share.

On April 2, 2015 the Company signed two letters of intent to acquire a top level domain portfolio and directory platform and announced that it will form a new joint venture for the legal marketing space.

The top tier vertical brands being contained in the letter of intent include: Divorces.com, BankruptcyLawyers.com, BankruptcyLawyers.net, EstatePlanningLawyers.com, EstatePlanningLawyer.com, WorkersCompLawyers.com, WorkersCompLawyer.com, SocialSecurityLawyers.com, SocialSecurityLawyer.com, InvestmentBanker.com, FinancialPlanners.com, AutoRepairs.com, BodyShops.com, Sportsbars.com and EquipmentRentals.com.

TheDirectory.com expects to close this transaction by May 1^st, 2015.

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

This report contains forward-looking statements. These forward-looking statements include, without limitation, statements containing the words “believes,”“anticipates,”“expects,”“intends,”“projects,”“will,” and other words of similar import or the negative of those terms or expressions. Forward-looking statements in this report include, but are not limited to, expectations of future levels of research and development spending, general and administrative spending, levels of capital expenditures and operating results, sufficiency of our capital resources, our intention to pursue and consummate strategic opportunities available to us. Forward-looking statements subject to certain known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks and uncertainties include, but are not limited to those described in “Risk Factors” of the reports filed with the Securities and Exchange Commission.

CORPORATE OVERVIEW

Overview

We operate under a build, buy or partner business model and are an online local search company that provides local businesses in the U.S. and Canada with business listings on its network of online vertical directories and city guides. Additionally, we offer our local business customers access to a portfolio of online and offline marketing and identity management products and services that help assist businesses in both attracting and maintaining customers.

Results of Operations for the three months ended ~~August 31,~~February ~~2014~~28, 2015 and ~~2013~~2014

The following table sets forth the summary income statement for the three ~~and nine~~ months ended ~~August~~February 3128, ~~2014~~2015 and ~~2013~~2014:

	Three Months Ended
	(Unaudited) Three Months Ended
	August 31, 2014			August 31, 2013
	February 28, 2015			February 28, 2014
Revenues	$	~~390~~454,~~605~~391		$	80503,~~621~~255
Operating Expenses	$	(~~353~~528,~~783~~009	)	$	(90414,~~876~~279	)
Other Income (Expense), net	$	(3320,~~313~~064	)	$	(154,~~564~~272	)
Net Income (Loss)	$	3(93,~~509~~882	)	$	~~(11~~34,~~819~~704	)

Sales Revenue

Our sales revenue for the three month period ended ~~August 31,~~February ~~2014~~28, 2015 was $~~390~~454,~~605~~391 as compared to revenue of $80503,~~621~~255 for the same period in the prior year, representing ana ~~increase~~decrease of $~~309~~48,~~984.~~864 or 10%. The ~~increase~~year over year decrease in sales revenue was directly ~~related~~attributed to ~~our~~the $5loss ~~million~~of ~~credit~~a ~~facility~~large weclient ~~entered~~during ~~into~~the inend ~~October~~ of ~~2013, which~~the ~~provided~~first usquarter ~~with~~of 2014.In the ~~resources~~year tosince ~~increase~~the ~~our~~loss ~~traffic~~of ~~acquisition~~this ~~programs~~client ~~versus~~we ~~the~~have ~~comparable~~been ~~period~~able into ~~2013.~~increase ~~Approximately 80% of~~ our ~~revenue~~overall ~~came~~sales ~~from~~levels ~~our~~to ~~pay~~make up ~~per~~most ~~click~~of ~~activities~~the ~~during~~decrease ~~the~~in ~~quarter~~sales.

Cost of Revenue

Our cost of revenue for the three month period ended ~~August~~February 3128, ~~2014~~2015 ~~increased~~decreased $~~135~~57,~~714~~393 or 27% to $~~140~~155,~~604~~705, as compared to cost of revenue of $4213,~~890~~098 for the ~~three~~same ~~month~~ period ~~ended~~in ~~August~~the ~~31,~~prior ~~2013~~year. The ~~increase~~decrease in cost of revenue ~~is,~~was asdirectly ~~evidenced~~related byto the ~~corresponding~~year ~~growth~~over year loss of a client that required higher traffic purchasing levels that were not present in ~~our~~the ~~revenue~~period ended February 28, ~~directly~~2015. ~~related~~Going toforward ~~our~~we ~~ability~~expect ~~to increase~~cost ~~our~~of ~~traffic~~revenue ~~acquisition~~as ~~programs~~a ~~when~~line ~~compared~~item will continue to ~~the~~increase year over year ~~period~~as we expand our business.

General & Administrative Expenses

For the three month period ended ~~August~~February 3128, ~~2014~~2015, general ~~and~~ and administrative expenses increased $118,349 or 100% to $83297,~~279~~941, as compared to general and administrative expenses of $49119,~~800~~ 192 for the same period in ~~2013, and represented an increase of $33,479~~2014. The increase in general and administrative expenses during the ~~three month~~ period ended ~~August~~February 3128, ~~2014~~2015 was primarily attributed to ~~increases~~expenses related to the expansion of our business. Our rent expenses increased during the year over year period by $40,607 related to our new offices in ~~both~~Tampa, ~~legal~~Fl. and ~~accounting~~Red ~~fees~~Bank, ~~incurred~~NJ. ~~since~~Our ~~becoming~~payroll arelated ~~SEC~~expenses ~~exchange~~increased $57,324 as ~~act~~we ~~reporting~~hired ~~company~~additional staff and expanding our operations.

Sales and Marketing

For the three month period ended ~~August~~February 3128, ~~2014~~2015, sales and marketing expenses increased 918 to $473,~~345~~170, as compared to sales and marketing expenses of $92,~~403~~252 for the same period in the prior ~~year,~~ ~~and represented an increase of $37,942~~year. The increase in sales and marketing expenses ~~for the three month period ended August 31, 2014 versus the same period of 2013~~ was primarily attributed to an increase in our sales related activities associated with the growth of our business. We expect these expenses to continue to rise as our expansion plans further develop especially for the remainder of ~~2014 as our new locations become fully staffed and operational~~2015.

1315

Consulting Fees

For the three month period ended ~~August~~February 3128, ~~2014~~2015, consulting fees increased ~~slightly~~$9,674 or 23% to $2850,~~874~~934, as compared to consulting fees of $2441,~~989~~260 for the same period in the prior year~~, and represented a decrease of $3,885~~. The ~~decrease~~ increase in consulting fees is primarily related to ~~our~~an ~~reliance~~additional onneed ~~internal~~to ~~employees~~use ~~during~~outside ~~the~~consultants ~~period. In~~to ~~the~~assist ~~previous~~with ~~period of 2013 we were involved in the recoding of~~ our ~~platform,~~expansion ~~which incurred a higher level of consulting fees~~plans. ~~For~~ For the remainder of ~~2014~~2015 we expect to continue to incur additional consulting fees on an as needed basis.

Research and Development

For the three month period ended ~~August~~February 3128, ~~2014~~2015, research ~~and~~ and development expenses ~~increased~~remained essentially flat decreasing $~~3,314~~44 to $53,~~108~~675 as compared to $13,~~794~~719 during the same period of ~~2013~~2014. We do not anticipate material changes in R & D expenses for the remainder of ~~2014~~2015 over previous levels.

Amortization of Intangibles

For the three month period ended ~~August~~February 3128, ~~2014~~2015, amortization of intangibles increased $41,826 or 120% to $4876,~~573~~584, as compared to amortization of intangibles of $034,758 for the same period in the prior year. The increase in ~~costs~~this expense line for the three month period ended ~~August~~February 3128, ~~2014~~2015 ~~are~~is related to ~~financing~~higher financing fees, costs and ~~asset~~restructurings ~~amortization costs~~ incurred during the period ~~that did not exist in the comparable period in 2013~~.

Interest Expenses

During the three month period ended ~~August 31~~February 28, ~~2014~~2015, our interest expenses increased $236,865 to $33291,~~313~~137, as compared to interest expenses of $154,~~564~~272 for the same period in the prior year. The increase in interest expenses for the three month period ended ~~August~~February 3128, ~~2014~~2015 is a direct result of costs incurred ~~relating~~during tothe ~~our~~restructuring $5of ~~million~~fees ~~credit facility~~relating ~~established~~to inour ~~October~~credit ~~2013~~facility ~~that~~with ~~did not exist in the previous year~~TCA.

Net Income

During the three month period ended ~~August~~February 3128, ~~2014~~2015, our net income ~~increased~~decreased $15128,~~328~~586 to a loss of $393,~~509~~882, as compared to a net ~~loss~~income of $34,704 for the same period ~~last~~in ~~year~~the ofprior ~~$11,819~~year. The ~~increase~~decrease in net income ~~for~~ ~~the~~is ~~three~~directly ~~month~~related ~~period~~to ~~ended~~the ~~August~~increased ~~31,~~interest ~~2014~~costs isas ~~primarily~~well as aincreases ~~result~~in ofamortization ~~increased~~costs ~~traffic acquisition programs which have~~incurred ~~translated~~as ~~into~~a ~~revenue~~result ~~levels~~of ~~that~~our ~~have~~financing ~~been~~activities ~~generated~~and ~~throughout~~increased ~~2014~~G&A ~~when~~related ~~compared~~ to ~~the same period in 2013 and~~ our ~~ability to~~larger ~~control~~employee ~~operating costs during the period~~base.

Results of Operations for the nine months ended August 31, 2014 and 2013

The following table sets forth the summary income statement for the nine months ended August 31, 2014 and 2013:

	Nine Months Ended
	August 31, 2014			August 31, 2013
Revenues	$	1,670,113		$	307,091
Operating Expenses	$	(1,296,152	)	$	(289,952	)
Other Income (Expense), net	$	(125,940	)	$	(10,259	)
Net Income	$	396,021		$	6,880

Sales Revenue

Our sales revenue for the nine month period ended August 31, 2014 was $1,670,113 as compared to revenue of $307,091 for the same period in the prior year, representing an increase of $1,363,022. The increase in sales revenue was directly related to our $5 million credit facility we entered into in October of 2013 which provided us with substantial financial resources, on a relative basis, to increase our traffic acquisition programs during the nine month period. We expect total revenue levels to be substantially higher year over year for the remainder of 2014. Approximately 82% of our revenue came from our pay per click activities during the nine month period ending August 31, 2014.

Cost of Revenue

Our cost of revenue for the nine month period ended August 31, 2014 increased $687,909 to $701,803, as compared to cost of revenue of $13,894 for the same period in the previous year. The increase in cost of revenue is, as evidenced by the corresponding growth in our revenue levels, directly related to our increased access to financial resources, which have allowed us to increase our traffic acquisition programs when compared to the year over year period.

General & Administrative Expenses

For the nine month period ended August 31, 2014, general and administrative expenses increased to $233,630, as compared to general and administrative expenses of $126,172 for the same period in 2013, and represented an increase of $107,458. The increase in general and administrative expenses during the three month period ended August 31, 2014 was primarily attributed to increases in both legal and accounting fees related to the filing of our form 10 to become a SEC exchange act reporting company.

Sales and Marketing

For the nine month period ended August 31, 2014, sales and marketing expenses increased to $145,821, as compared to sales and marketing expenses of $28,209 for the same period in the prior year, and represented an increase of $117,612. The increase in sales and marketing expenses for the nine month period ended August 31, 2014 versus the same period of 2013 was primarily attributed to an increase in our sales related activities associated with the growth of our business. We expect these expenses to continue to rise as our expansion plans further develop especially for the remainder of 2014 as our new locations in FL and NJ become fully staffed and operational.

Consulting Fees

For the nine month period ended August 31, 2014, consulting fees decreased to $74,294, as compared to consulting fees of $112,293 for the same period in the prior year, and represented a decrease of $37,999. The decrease in consulting fees is primarily related to our reliance on internal employees during the 2014 period as compared to the same period in the previous year. In the previous period of 2013, we recoded and redesigned our core directory platform, which incurred a higher level of consulting fees. For the remainder of 2014 we expect to continue to incur consulting fees on an as needed basis.

Research and Development

For the nine month period ended August 31, 2014, research and development fees increased $8,525 from $9,384 in the 2013 period to $17,909 during the same period of 2014. The increase was related to expenses incurred during the first quarter of 2014, as a result of certain technology assets we acquired. We do not anticipate material changes in research and development expenses for the remainder of 2014 over previous levels.

Amortization of Intangibles

For the nine month period ended August 31, 2014, amortization of intangibles increased to $122,695, as compared to amortization of intangibles of $0 for the same period in the prior year. The increase in costs for the nine month period ended August 31, 2014 are related to financing fees and asset amortization costs incurred during the period that did not exist in the comparable period in 2013.

Interest Expenses

During the nine month period ended August 31, 2014, our interest expenses increased $115,681 to $125,940, as compared to interest expenses of $10,259 for the same period in the prior year. The increase in interest expenses for the nine month period ended August 31, 2014 is a direct result of various costs incurred relating to our $5 million credit facility established in October 2013 that did not exist in the previous year.

Net Income

During the nine month period ended August 31, 2014, our net income increased $389,141 to $396,021, as compared to net income of $6,880 for the same period in the prior year. The increase in net income for the nine month period ended August 31, 2014 came primarily as a result of a $148,000 income tax benefit we realized during the second quarter of 2014 that did not exist in the previous period as well as our ability to increase our traffic acquisition programs as a result of our financing facility closed in October of 2013 as well as our ability to manage and control our other non-traffic related expense levels during the period.

The following table summarizes total current assets, liabilities and stockholder’s equity (deficit) at November 30, 2013 as compared to August 31, 2014:

	Period ended
	August 31, 2014		Nov. 30, 2013			Increase/(Decrease)
Total Assets	$	3,709,718	$	3,335,086		$	374,632
Total Liabilities	$	2,613,839	$	3,861,270		$	(1,247,431	)
Stockholders’ Equity	$	1,095,879	$	(526,184	)	$	1,622,063

Liquidity and Capital Resources

AsThe offollowing ~~the~~table ~~period ended~~summarizes ~~August 31, 2014, we had~~ total ~~assets of $3,709,718, for an increase of $374,632 from our asset level of $3,335,086 as of November 30, 2013. The $374,632 increase to~~ current assets ~~is primarily attributed to the increase in our deferred tax asset of $148~~,~~000 now~~ ~~that~~liabilities weand ~~have~~stockholder’s ~~net~~equity ~~profits.~~(deficit) ~~Accounts receivables were $583,182~~ at ~~the~~February ~~period ended August 31~~28, ~~2014~~2015 ~~compared to $270,717~~ as ~~of November~~compared 30, 2013, the increase is a result of the increase in revenue we experienced as a result of our increased traffic acquisition programs and improved monetization of traffic during the period. Other assets were relatively unchanged increasing $22,305 to ~~$2,956,446 at August 31, 2014 from $2,934,141 at~~ November 30, ~~2013. Our cash position at August 31,~~ 2014 dropped to $7,549 from $128,910 at November 30, 2013. The drop was attributed more to an ending period function as well as our desire to increase our payment levels related to our credit facility with TCA thereby reducing our interest expenses.:

As of the period ended August 31, 2014, total liabilities dropped $1,247,431 to $2,613,839 from $3,861,270 at the period ended November 30, 2013. The drop is primarily related to an across the board focus on debt reduction during the nine month period ending August 31, 2014 by management. Our commercial line of credit liability dropped from 1,300,000 at November 30, 2013 to $615,057 at August 31, 2014. Notes payable, in the aggregate, dropped $392,770 from $1,658,524 at November 30, 2013 to $1,265,754 at August 30, 2014. Lastly our long term debt dropped from $330,000 at November 30, 2013 to $55,000 at August 31, 2014. We expect that these debt reductions and growth measures will remain in place through the remainder of 2014 and will be extended into 2015 when we target becoming essentially debt free.

	Period ended
	(Unaudited) Feb. 28, 2015		(Audited) Nov. 30, 2014			Increase/(Decrease)
Total Assets	$	3,018,814	$	3,086,807		$	(67,993	)
Total Liabilities	$	2,697,550	$	3,110,113		$	($261,037	)
Stockholders’ Equity	$	321,264	$	(23,306	)	$	344,570

WeAs ~~will~~of ~~require~~the ~~additional~~period ~~capital~~ended toFebruary ~~support our growth plans~~28, ~~which~~ ~~contemplate strategic acquisitions~~2015, ~~debt~~we ~~reduction~~had ~~and~~total toassets of ~~facilitate~~$3,018,814, ~~our~~for ~~current~~a ~~expansion~~decrease ~~plans. As~~ of ~~August 31~~$67,993 ~~2014 we~~from ~~had $3.7 million available under~~ our ~~commercial~~asset ~~line~~level of ~~credit~~$3,086,807 ~~facility.~~as ~~Our~~of ~~primary~~November ~~focus~~30, ~~for~~2014. ~~the~~The ~~remaining~~$67,993 ~~part~~decrease ofto ~~2104~~current assets is to ~~balance~~primarily ~~our~~attributable ~~focus~~to onthe ~~debt reduction and growth. So while our business plan calls for additional capital~~$$71,584 ~~if we can pay off~~ or ~~substantially~~11% ~~reduce~~decrease ~~all~~ of ~~our~~amortizable ~~convertible~~intangible ~~debt,~~assets wefrom ~~believe~~$644,661 weat ~~will~~November ~~have~~30, 2014 ~~access~~ to ~~less~~$573,077 ~~dilutive~~for ~~funding~~the ~~vehicles~~period toending ~~facilitate our~~February ~~growth~~28, ~~plans~~2015. ~~Our~~Accounts ~~current~~receivable ~~credit~~dropped ~~facility~~$15,152 ~~may~~or be8% ~~drawn~~from ~~down~~$189,954 at the ~~investor’s~~year ~~sole discretion subject~~ end to a$174,802 ~~use~~at ofFebruary ~~proceeds or~~28, ~~other investor defined metric such as our financial performance~~2015. ~~Standard~~Other ~~requested~~assets ~~draw~~were ~~down’s~~relatively ~~shall not exceed 80% of the repayments previously made to the investor~~unchanged. ~~There~~Our ~~are~~cash noposition ~~contractual~~at ~~guarantees~~February or28, ~~formal~~2015 ~~metric~~increased ~~based obligations for~~$11,084 ~~TCA~~ to ~~provide~~$64,071 usfrom ~~with~~$52,987 ~~access~~at toNovember ~~additional~~30, ~~draw-downs~~2014. ~~Future~~The ~~draw-downs~~increase ofis ~~the~~attributed ~~credit~~a ~~facility are solely at~~ the ~~discretion of~~increase ~~TCA.~~in Weour ~~may~~business ~~also~~since ~~need~~the toend ~~raise funds through private placements~~ of ~~our equity securities that may cause dilution to our existing stockholders~~2014.

WeAs ~~believe~~of ~~our~~the ~~currently~~period ~~anticipated~~ended ~~levels~~February of28, ~~revenues and~~2015, ~~cash~~total ~~flow~~liabilities ~~will~~dropped be13% ~~sufficient~~or $412,563 to ~~meet~~$2,697,550 ~~our~~from ~~obligations~~$3,110,113 ~~over~~at the ~~next~~period 12ended ~~months~~November ~~even~~30, ~~though~~2014. weThe ~~may~~drop beis ~~subject~~primarily related to ~~uncertainties~~an ~~and~~across the board focus on debt reduction during the first quarter ended February 28, 2015 by management. Our commercial ~~market~~line ~~conditions~~of ~~beyond~~credit ~~our~~liability ~~control~~dropped 17% or $188,493 from 1,096,338 at November 30, 2014 to $907,845 at February 28, 2015. Notes payable, in the aggregate, decreased $27,964 from $1,098,828 at November 30, 2014 to $1,070,864 at February 28, 2015. We expect that ~~could~~these debt ~~affect~~reductions ~~our~~and ~~anticipated~~growth ~~results~~measures will remain in place through the remainder of 2015.

WeManagement has determined that additional capital will be required in the form of equity or debt securities. In addition, if we cannot raise additional short term capital we will be forced to continue to ~~evaluate~~further ~~potential~~accrue ~~acquisition~~liabilities ~~candidates~~due ~~and financing~~to ~~opportunities~~our limited cash reserves. There are no assurances that management will be able to raise capital on terms acceptable to the Company. If we are unable to obtain sufficient amounts of additional capital, we may ~~help~~be usrequired ~~execute~~to reduce the scope of our ~~growth~~planned ~~plans~~development, which could harm our business, financial condition and operating results. If we ~~raise~~obtain additional funds ~~through~~by ~~the~~selling ~~sale~~any of ~~additional~~our equity securities or by issuing common stock to pay current or future obligations, the percentage ownership of our stockholders will be reduced, stockholders may experience additional dilution, or the equity securities may have rights preferences or privileges senior to the common stock. ~~currently~~If ~~outstanding~~adequate ~~will~~funds are not available to us when needed on satisfactory terms, we may be ~~diluted~~required to cease operating or otherwise modify our business strategy.

Going Concern

As reflected in the financial statements, the Company had an accumulated deficit at February 28, 2015, a net loss and net cash used in operating activities for the period then ended. These factors raise substantial doubt about the Company’s ability to continue as a going concern.

The ability of the Company to continue its operations is dependent on management’s plans, which include the raising of capital through debt and/or equity markets, with some additional funding from other traditional financing sources, including term notes, until such time that funds provided by operations are sufficient to fund working capital requirements. The Company may need to incur additional liabilities with certain related parties to sustain the Company’s existence. There can be no assurance that the Company will be able to raise any additional capital.

We may also require additional funding to finance the growth of our anticipated future operations as well as to achieve our strategic objectives. There can be no assurance that financing will be available in amounts or terms acceptable to the Company, if at all. In that event, the Company would be required to change its growth strategy and seek funding on that basis, if at all.

Our plan regarding these matters is to raise additional debt and/or equity financing to allow us the ability to cover our current cash flow requirements and meet our obligations as they become due. There can be no assurances that financing will be available or if available, that such financing will be available under favorable terms. In the event that we are unable to generate adequate revenues to cover expenses and cannot obtain additional financing in the near future, we may seek protection under bankruptcy laws. The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Off-Balance Sheet Arrangements

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

Derivative Financial Instruments

We estimate the fair value of our complex derivative financial instruments that are required to be carried as liabilities at fair value pursuant to Statements on Financial Accounting Standards No. 133, “Accounting for Derivative Financial Instruments and Hedging Activities (SFAS 133).”

We estimate fair values of derivative financial instruments using various techniques, and combinations thereof, which are considered to be consistent with the objective measuring of fair values. In selecting the appropriate technique(s), we consider, among other factors, the nature of the instrument, the market risks that such instruments embody and the expected means of settlement. For less complex derivative instruments, such as free-standing warrants, we generally use the Black-Scholes option valuation technique, since it embodies all of the requisite assumptions, including trading volatility, estimated terms and risk free rates, necessary to fair value these instruments. For complex derivative instruments, such as embedded conversion options, we generally use the flexible Monte Carlo valuation technique since it embodies all of the requisite assumptions, including credit risk, interest- rate risk and exercise/conversion behaviors, that are necessary to fair value these more complex instruments. For forward contracts that contingently require net-cash settlement as the principal means of settlement, we project and discount future cash flows applying probability-weightage to multiple possible outcomes. Estimating fair values of derivative financial instruments requires the development of significant and subjective estimates that may, and are likely to, change over the duration of the instrument with related changes in internal and external market factors. In addition, option-based techniques are highly volatile and sensitive to changes in our trading market price which has high-historical volatility. Since derivative financial instruments are initially and subsequently carried at fair values, our income will reflect the volatility in these estimate and assumption changes.

Revenue Recognition

We recognize revenue when we sell a listing for one of our directories or city guides in the month the payment obligation was generated. Sales generated from third-party advertisers who list ads on our network, that are based on a pay per click model or any other payment model are recognized in the month the revenue obligation is generated.

Accounts Receivable

Accounts receivable consist primarily of trade receivables, net of a valuation allowance for doubtful accounts.

Cash and cash Equivalents

For purposes of the statement of cash flows, we consider all short-term debt securities with maturity of three months or less to be cash equivalents.

Property and Equipment

Property and equipment are recorded at cost less accumulated depreciation. Upon retirement or sale, the cost of the assets disposed of and the related accumulated depreciation are removed from the accounts, with any resultant gain or loss included in the results of operations. Depreciation is computed over the estimated useful lives of the assets (3-20 years) using the straight-line method for financial reporting purposes and accelerated methods for income tax purposes. Maintenance and repairs are charged to operations as incurred.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 vary from those estimates.

Goodwill and Intangible Asset Impairment

Realization of long-lived assets, including goodwill, is periodically assessed by our management. Accordingly, in the event that facts and circumstances indicate that property and equipment, and intangible or other assets may be impaired, an evaluation of recoverability would be performed. If an evaluation is required, the estimated future undiscounted cash flows associated with the asset are compared to the asset’s carrying amount to determine if a write-down to market value is necessary. In management's opinion, there was no impairment of such assets at August 31, 2014.

Deferred Tax Asset Allowance

We had a 100% valuation allowance on the deferred tax assets for net operating losses. Since we have become profitable, the allowance has been reduced and the deferred tax ~~assets~~asset has been added to the balance sheet.

Off Balance Sheet Arrangements:

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

At the end of the period ended ~~August~~February 3128, ~~2014~~2015, we conducted an evaluation, under the supervision and with the participation of our chief executive officer and chief financial officer of our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) of the Exchange Act). Based upon this evaluation, our chief executive officer and chief financial officer concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is: (i) recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms, and (ii) accumulated and communicated to our management, including our chief executive officer and chief financial officer, or officers performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

Changes in internal control over financial reporting

There have been no changes in our internal controls over financial reporting during our first fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

We may be involved from time to time in ordinary litigation, negotiation and settlement matters that will not have a material effect on our operations or finances. We are not aware of any pending or threatened litigation against us or our officers and directors in their capacity as such that could have a material impact on our operations or finances.

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

~~During~~On ~~the~~January ~~period~~8, ~~ended May 31~~2015, ~~2014~~we ~~the Company~~ issued ~~the~~258,028,571 shares ~~following~~of ~~shares~~common stock to ~~note~~an ~~holders~~investor related to ~~reduce~~the ~~its~~conversion ~~outstanding~~of $43,348.80 of debt ~~obligations:~~at a price of $0.000168 per share.

On ~~December~~January 1821, ~~2013~~2015, ~~the~~ ~~Company~~we issued ~~187~~225,~~500~~000,000 shares of common stock to an ~~institutional~~ investor related to the conversion of $~~206~~25,~~250~~200 of debt at a price of $0.~~0011~~000112 per share.

On ~~February~~January 2022, ~~2014~~2015, ~~the~~ ~~Company~~we issued ~~125~~250,000,000 shares of common stock to an ~~institutional~~ investor related to the conversion of $~~200~~28,000 of debt at a price of $0.~~0016~~000112 per share.

On ~~March~~January 3126, ~~2014~~2015, ~~the~~ ~~Company~~we issued ~~208~~116,~~333~~666,~~333~~ 667 shares of common stock to an ~~institutional~~ investor related to the conversion of $~~250~~14,000 of debt at a price of $0.~~0016~~0012 per share.

On ~~April~~February 292, ~~2014~~2015, ~~the~~ ~~Company~~we ~~reserved~~issued ~~212~~90,~~000~~909,~~000~~ 091 shares of common stock ~~for~~to aan ~~potential~~investor ~~future~~related ~~issuance~~to ~~relating~~the toconversion aof $6810,000 ~~note~~of ~~agreement~~debt a price of $0.0011 per share.

On ~~May~~February 272, ~~and~~2015, ~~29th the~~we ~~Company~~issued ~~agreed to issue an aggregate of 241~~145,~~732~~772,~~810~~ 727 shares of common stock to an ~~institutional~~ investor related to the conversion of $~~156~~16,~~000~~035 of debt at a price of $0.~~00016~~0011 per share.

On ~~May~~February 315, ~~2014~~2015, ~~the Company~~we ~~agreed~~issued ~~to issue 202~~236,~~380~~750,~~952~~ 000 shares of common stock to an ~~institutional~~ investor related to the conversion of $~~135~~23,~~000~~ 675 of debt at a price of $0.~~00016~~001 per share.

On ~~July~~February 1512, ~~2014~~2015, ~~the Company~~we ~~agreed~~issued ~~to issue 73~~265,~~636~~000,~~364~~ 000 shares of common stock to an ~~institutional~~ investor related to the conversion of $4524,~~000~~910 of debt at a price of $0.~~00055~~000094 per share.

On ~~August~~February 1323, ~~2014~~2015, ~~the~~ ~~Company~~we ~~agreed~~issued ~~to issue 162~~335,~~500~~166,~~000~~ 667 shares of common stock ~~valued at $130,000~~ to an ~~institutional~~ investor ~~due~~related ~~under~~to athe ~~finder’s fee~~conversion ~~agreement~~of ~~relating~~$20,110 toof ~~the~~debt ~~Companies~~a price of $10.300006 ~~million~~per ~~financing with TCA~~share.

On February 23, 2015, we issued 331,850,545 shares of common stock to an investor related to the conversion of $18,251 of debt a price of $0.000055 per share.

On February 26, 2015, we issued 335,890,909 shares of common stock to an investor related to the conversion of $18,474 of debt a price of $0.000055 per share.

On March 11, 2015, we issued 375,000,000 shares of common stock to an investor related to the conversion of $20,625 of debt a price of $0.000055 per share.

Unless otherwise indicated, each of the securities described above was exempt from the registration requirements of the Securities Act pursuant to Section 4(a)(2) as a transaction not involving a public offering or as a transaction made offshore to non-U.S. persons. None of the offerings were registered or qualified in any jurisdiction. In each case, the number of investors was limited, the investors were either accredited or otherwise qualified, had access to material information about us, and restrictions were placed on the resale of the securities.

Item 3. Defaults Upon Senior Securities

~~None~~We are currently in default of our credit facility with TCA. We are actively negotiating an amendment with TCA to resolve the default. We cannot however guarantee the outcome of these negotiations.

Item 6. Exhibits

Exhibit Number Name and/or Identification of Exhibit

Exhibit	~~Description~~	Description
3.1	~~Articles of Incorporation, filed June 29, 1983 (included as Exhibit 3.1 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).~~	Articles of Incorporation, filed June 29, 1983 (included as Exhibit 3.1 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).
3.2	~~Articles of Amendment to the Articles of Incorporation, filed July 17, 1984 (included as Exhibit 3.2 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).~~	Articles of Amendment to the Articles of Incorporation, filed July 17, 1984 (included as Exhibit 3.2 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).
3.3	~~Articles of Amendment to the Articles of Incorporation, filed September 17, 1984 (included as Exhibit 3.3 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).~~	Articles of Amendment to the Articles of Incorporation, filed September 17, 1984 (included as Exhibit 3.3 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).
3.4	~~Amended and Restated Articles of Incorporation, filed December 30, 1997 (included as Exhibit 3.4 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).~~	Amended and Restated Articles of Incorporation, filed December 30, 1997 (included as Exhibit 3.4 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).
3.5	~~Certificate of Amendment to the Amended and Restated Articles of Incorporation, filed May 13, 2003 (included as Exhibit 3 to the Form 10-QSB filed July 15, 2003, and incorporated herein by reference).~~	Certificate of Amendment to the Amended and Restated Articles of Incorporation, filed May 13, 2003 (included as Exhibit 3 to the Form 10-QSB filed July 15, 2003, and incorporated herein by reference).
3.6	~~Amended and Restated Articles of Incorporation, filed July 11, 2008 (to be filed by amendment).~~	Amended and Restated Articles of Incorporation, filed July 11, 2008 (to be filed by amendment).
3.7	~~Articles of Amendment to the Amended and Restated Articles of Incorporation, filed June 22, 2010 (to be filed by amendment).~~	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed June 22, 2010 (to be filed by amendment) .
3.8	~~Articles of Amendment to the Amended and Restated Articles of Incorporation, filed April 13, 2011 (to be filed by amendment).~~	Articles of Amendment to the Amended and Restated Articles of Incorporation, filed April 13, 2011 (to be filed by amendment).
3.9	~~Articles of Amendment to the Amended and Restated Articles of Incorporation, dated May 19, 2011 (to be filed by amendment).~~	Articles of Amendment to the Amended and Restated Articles of Incorporation, dated May 19, 2011 (to be filed by amendment).
3.10	~~Articles of Amendment to the Amended and Restated Articles of Incorporation, effective December 10, 2013, dated December 11, 2013 (to be filed by amendment).~~	Articles of Amendment to the Amended and Restated Articles of Incorporation, effective December 10, 2013, dated December 11, 2013 (to be filed by amendment).
3.11	~~Bylaws (included as Exhibit 3.5 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).~~	Bylaws (included as Exhibit 3.5 to the Form 10SB12G filed September 1, 2000, and incorporated herein by reference).
4.1	~~Certificate of Designation of Series A Convertible Preferred Stock, filed with the State of Utah Department of Commerce on April 13, 2011 (included in Exhibit 3.8 and to be filed by amendment).~~	Certificate of Designation of Series A Convertible Preferred Stock, filed with the State of Utah Department of Commerce on April 13, 2011 (included in Exhibit 3.8 and to be filed by amendment).
10.1	~~Executive Employment Agreement between the Company and Scott Gallagher, dated January 10, 2008 (included as Exhibit 10.1 to the Form 8-K filed January 10, 2008, and incorporated herein by reference).~~	Executive Employment Agreement between the Company and Scott Gallagher, dated January 10, 2008 (included as Exhibit 10.1 to the Form 8-K filed January 10, 2008, and incorporated herein by reference).
10.2	Agreement for Purchase and Sale of Stock between the Company and Scott Gallagher, dated January 10, 2008 (included as Exhibit 10.2 to the Form 8-K filed January 10, 2008, and incorporated herein by reference).	Agreement for Purchase and Sale of Stock between the Company and Scott Gallagher, dated January 10, 2008 (included as Exhibit 10.2 to the Form 8-K filed January 10, 2008, and incorporated herein by reference).
10.3	Agreement for Purchase and Sale of Stock between the Company and 221 Fund, LLC, dated January 10, 2008 (included as Exhibit 10.3 to the Form 8-K filed January 10, 2008, and incorporated herein by reference).	Agreement for Purchase and Sale of Stock between the Company and 221 Fund, LLC, dated January 10, 2008 (included as Exhibit 10.3 to the Form 8-K filed January 10, 2008, and incorporated herein by reference).
10.4	Asset Purchase Agreement between the Company and FTS Group, Inc., dated March 19, 2008 (included as Exhibit 10.1 to the Form 8-K filed April 10, 2008, and incorporated herein by reference).
10.5	Promissory Note between due January 3, 2010, issued by the Company to FTS Group, Inc. (included as Exhibit 10.2 to the Form 8-K filed April 10, 2008, and incorporated herein by reference).
10.6	Credit facility with TCA Global Master Fund, dated August 30, 2014 (included as Exhibit 10.6 to the Form 10-12G/A filed May 6, 2014, and incorporated herein by reference).
31.1	Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith).
32.1	Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed or furnished herewith).
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).

* Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto 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, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.20

10.4		Asset Purchase Agreement between the Company and FTS Group, Inc., dated March 19, 2008 (included as Exhibit 10.1 to the Form 8-K filed April 10, 2008, and incorporated herein by reference).

10.5		Promissory Note between due January 3, 2010, issued by the Company to FTS Group, Inc. (included as Exhibit 10.2 to the Form 8-K filed April 10, 2008, and incorporated herein by reference).

10.6		Credit facility with TCA Global Master Fund, dated August 30, 2014 (included as Exhibit 10.6 to the Form 10-12G/A filed May 6, 2014, and incorporated herein by reference).

31.1		Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed herewith) .

32.1		Certification of Officers pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) (filed or furnished herewith).

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).

~~SIGNATURES~~* To be filed by amendment

~~In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.~~21

	THEDIRECTORY.COM, INC.
Date: October 15, 2014	By:	/s/ Scott Gallagher
		Scott GallagherChief Executive Officer
		(Principal Executive Officer)(Principal Financial and Accounting Officer)

SIGNATURES

21In accordance with the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	THEDIRECTORY.COM, INC.

Date: April 21, 2015	By:	/s/ Scott Gallagher
		Scott Gallagher Chief Executive Officer
		(Principal Executive Officer)(Principal Financial and Accounting Officer)

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