UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10 – Q

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

For the quarterly period ended ~~June~~December 3031, 2012

Commission File Number: 000-51533

SuperDirectories, Inc.

(Name of small business issuer specified in its charter)

a Wyoming corporation


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

5337 Route 374, Merrill, New York 12955

(Address of principal executive offices) (Zip Code)

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

Indicate by a check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No ¨

Indicate by a check mark whether the registrant has submitted and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-K (232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ¨ No x

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


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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x

As of ~~June~~December 3031, 2012 there were 891,~~181~~202,~~337~~810 shares of the issuer’s common stock, par value $0.00000001, issued and outstanding.

~~SuperDirectories,~~PART ~~Inc.~~I-FINANCIAL INFORMATION

(AItem ~~Development~~1. ~~Stage~~Financial ~~Company)~~ Statements.

~~Consolidated~~Forward ~~Balance~~Looking ~~Sheets~~ Statements

	June 30, 2012			September 30, 2011
ASSETS		(Unaudited and Un-reviewed)
Current assets
Cash and cash equivalents	$	9,160		$	49,576
Prepaid expenses		829			3,419
Stock subscriptions receivable		-			25,000
Total current assets		9,989			77,995
Property and equipment, net		2,054			9,722
Trade name, net		1,000			1,162
TOTAL ASSETS	$	13,043		$	88,879
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accrued expenses	$	10,000		$	10,000
Accounts payable		45,528			13,761
Accounts payable - related party		6,000			4,000
Advances from officer		349,709			344,709
Total current liabilities		411,237			372,470
Stockholders' deficit
Series A preferred stock, par value $0.00000001 per share, 10,000,000 shares authorized, 1 share issued and outstanding		-			-
Series B preferred stock, par value $0.00000001 per share, 90,000,000 shares authorized, 12,253,840 shares issued and outstanding		-			-
Series C preferred stock, par value $0.00000001 per share, 20,000,000 shares authorized, -0- shares issued and outstanding		-			-
Common stock, par value $0.00000001 per share, 49,880,000,000 shares authorized, 891,181,337 and 1,161,246 shares issued and outstanding as of June 30, 2012 and September 30, 2011, respectively		9			29
Additional paid-in capital		8,407,094			8,345,134
Deficit accumulated during the development stage		(8,805,297	)		(8,628,754	)
Total stockholders' deficit		(398,194	)		(283,591	)
TOTAL LIABILITIES & STOCKHOLDERS' DEFICIT	$	13,043		$	88,879

This quarterly report contains forward-looking statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expect”, “plan”, “anticipate”, “believe”, “estimate”, “predict”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risks and Uncertainties” beginning on page 18 and the risks set out below, any of which may cause our company’s or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

~~See accompanying notes to the unaudited consolidated financial statements.~~ ?

2the uncertainty that we will not be able to successfully identify and evaluate a suitable business opportunity;

~~SuperDirectories, Inc.~~ ?

(Arisks ~~Development~~related ~~Stage~~to ~~Company)~~the large number of established and well-financed entities that are actively seeking suitable business opportunities;

~~Consolidated Statements of Operations~~ ?

~~(Unaudited~~risks ~~and~~related ~~Unreviewed)~~to the failure to successfully manage or achieve growth of a new business opportunity; and

														November 15, 1999
														(Inception)
	Three Months Ended							Nine Months Ended						through
	June 30,							June 30,						June 30,
	2012				2011			2012			2011			2012
Revenues	$	-			$	-		$	-		$	-		$	-
Expenses
General and administrative expenses			48,407			23,572			146,803			106,537			7,252,784
Software costs		10,336				21,385			20,916			92,142			1,255,404
Depreciation and amortization		606				4,137			8,824			12,502			128,856
Impairment loss		-				-			-			-			243,903
Total operating expenses		59,349				49,094			176,543			211,181			8,880,947
Other income
Other income		-				-			-			-			125
Interest income		-				1			-			3			75,525
Total other income		-				1			-			3			75,650
Income tax expense		-				-			-			-			-
Net loss	$	(59,349		)	$	(49,093	)	$	(176,543	)	$	(211,178	)	$	(8,805,297	)
Loss per common share - Basic and diluted	$	(0.00		)	$	(0.04	)	$	(0.01	)	$	(0.32	)
Weighted average common shares outstanding - Basic and diluted		40,283,086				1,161,024			20,722,193			659,925

~~See~~other ~~accompanying~~risks ~~notes~~and touncertainties ~~the~~related ~~unaudited~~to ~~consolidated~~our ~~financial~~business ~~statements~~strategy.

3This list is not an exhaustive list of the factors that may affect any of our forward-looking statements. These and other factors should be considered carefully and readers should not place undue reliance on our forward-looking statements.

~~SuperDirectories~~Forward looking statements are made based on management’s beliefs, ~~Inc~~estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

(AOur ~~Development~~financial ~~Stage~~statements ~~Company~~are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.

~~Consolidated~~In ~~Statements~~this ofquarterly ~~Cash~~report, ~~Flows~~unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common stock” refer to the common shares in our capital stock.

~~(Unaudited~~As used in this quarterly report, the terms “we”, “us”, “our”, “our company” and ~~Unreviewed)~~“Sungro” mean Sungro Minerals, Inc., unless otherwise stated.

							November 15, 1999
	Nine Months Ended						(Inception)
	June 30,						through
	2012			2011			June 30, 2012
Cash Flows from Operating Activities
Net loss	$	(176,543	)	$	(211,178	)	$	(8,805,297	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation expense		-			4,716			4,850,955
Depreciation and amortization		8,825			12,502			128,857
Impairment loss		-			-			243,903
Changes in operating assets and liabilities:
Prepaid expenses and other current assets		2,590			(502 )			(829	)
Accounts payable		31,767			4,782			45,527
Accounts payable - related party		2,000			10,000			6,000
Accrued expense		-			(10,000	)		10,000
Net Cash Used in Operating Activities		(131,361	)		(189,680	)		(3,520,884	)
Cash Flows from Investing Activities
Purchase of fixed assets		(995	)		(776	)		(372,557	)
Trade name		-			-			(3,257	)
Net Cash Used in Investing Activities		(995	)		(776	)		(375,814	)
Cash Flows From Financing Activities
Proceeds from sale of common stock		86,940			84,096			3,739,841
Proceeds from subscription receivable
Retirement of common stock		-			-			(183,692	)
Repayments of advances from officer		-			-			(100,000	)
Advances from officer		5,000			99,001			449,709
Net Cash Provided by Financing Activities		91,940			183,097			3,905,858
Net Increase (Decrease) in Cash and Cash Equivalents		(40,416	)		(7,359	)		9,160
Cash and Cash Equivalents at Beginning of Period		49,576			8,346			-
Cash and Cash Equivalents at End of Period	$	9,160		$	987		$	9,160
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	-		$	-
Cash paid for income taxes	$	-		$	-
Non-Cash Financing Activity:
Conversion of Series B preferred stock to common stock	$	-		$	29		$	29

[sdirq12013123112004.gif]

~~See accompanying notes to the unaudited consolidated financial statements.~~ 4

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SuperDirectories, Inc.

(A Development Stage Company)

Notes to the Unaudited and Un-reviewed Consolidated Financial Statements

~~(Unaudited~~For ~~and~~the ~~Unreviewed)~~three months ended December 31, 2012 and 2011

Note 1 – Description of business and basis of presentation:

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

The accompanying unaudited consolidated financial statements of SuperDirectories, Inc. and Direct Trust have been prepared in accordance with generally accepted accounting principles used in the United States of America and should be read in conjunction with the audited financial statements and notes thereto contained in the Company’s most recent Annual Financial Statements filed with the SEC on Form 10-K. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring adjustments) have been included. Operating results for the three ~~and nine~~ months ended ~~June~~December 3031, 2012 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, ~~2012~~2013.

Use of Estimates

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

Note 2 – Going concern:

During the ~~nine~~three months ended ~~June~~December 3031, 2012, SuperDirectories, Inc. has not generated any revenue and therefore has been unable to generate cash flows sufficient to support its operations and has been dependent on advances from its officer. In addition to negative cash flow from operations, SuperDirectories, Inc. has experienced recurring net losses, and has a working capital deficit of approximately $~~401~~323,~~248~~941 as of ~~June~~December 3031, 2012.

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

Note 3 – Related party transactions:

SuperDirectories, Inc. receives services and rents its administrative offices from Aqua Nature of USA, Inc., a company controlled by the majority shareholder of SuperDirectories, Inc. Services and rentals from related parties of $3610,000 and $12,000 for each of the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011 respectively, are included in general and administrative expenses. ~~As of June 30, 2012, $11,000 is due to this related party.~~

Note 3 – Related party transactions: (continued)

During the ~~nine~~three months ended ~~June~~December 3031, 2012 and 2011, the Company’s President and majority shareholder advanced $514,000 and $990,~~001,~~ respectively, to the Company to fund its current operations. As of ~~June~~December 3031, 2012, the amount due to the President and majority shareholder was $~~349~~282,709. The advances to the Company are unsecured, non-interest bearing and are payable upon demand.

Note 4 – Shareholders’ equity:

During the ~~nine~~three months ended ~~June~~December 3031, 2012, ~~the~~there ~~Company~~were ~~sold~~no ~~20,091~~stock ~~common~~related ~~shares at $3~~transactions.~~08 per share for $61,940.~~

Stock issuances for services

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

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

Management determined the fair value of these common shares issued for services approximates its par value. Accordingly, the estimated value of these shares of common stock was recognized in the ~~accompanying~~ consolidated statements of operations ~~during the nine months ended June 30, 2012~~ under general and administrative expenses.

Common stock split

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

The reverse split does not affect the number of common shares authorized for issuance. All share and per share information has been retroactively adjusted to reflect the reverse stock split in the financial statements and in the notes to financial statements for all periods presented, to reflect the reverse stock split as if it occurred at inception.

~~MANAGEMENT’S~~Item ~~DISCUSSION~~2. ~~AND~~Management’s ~~ANALYSIS~~Discussion OFand ~~FINANCIAL~~Analysis ~~CONDITION~~of ~~AND~~Financial ~~RESULTS~~Condition OFand ~~OPERATIONS~~Results of Operations

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

~~This~~Results ~~section~~ of ~~the~~Operations ~~report~~– ~~includes~~Q1 a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934 that reflect our current views with respect to future events and financial performanceFY2013. Forward-looking statements are often identified by words like: believe, expect, estimate, anticipate, intend, project and similar expressions, or words which, by their nature, refer to future events. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this report. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ materially from historical results or our predictions.

~~Although~~For ~~we believe~~ the ~~expectations~~three ~~reflected~~months inended ~~these~~December ~~forward-looking statements are reasonable~~31, ~~such expectations cannot guarantee future results~~2012, ~~levels~~we ofincurred ~~activity,~~a ~~performance~~net oroperating ~~other~~loss achievements. All forward-looking statements included in this report and all subsequent written or oral forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by these cautionary statements. The forward-looking statements speak only as of ~~the date made~~$57,348, ~~other than~~ as ~~required~~compared bywith ~~law,~~a ~~and~~net weoperating ~~undertake~~loss noof ~~obligation to publicly update or revise any forward-looking statements~~$55,535 ~~whether~~for asthe asame ~~result~~period oflast ~~new information, future events or otherwise~~year.

~~Results~~Our net operating losses consist primarily of ~~Operations~~ongoing –costs Q3of ~~FY2012~~operating our website, as well as legal and accounting fees incurred in connection with ongoing SEC filing requirements.

~~For~~Since ~~the three months ended June 30~~inception, ~~2012,~~ we ~~incurred~~have anot ~~net~~generated ~~operating~~revenue. ~~loss~~We ofintend ~~$59,349,~~for asour ~~compared~~service ~~with~~directory ato ~~net~~go ~~operating~~“live” ~~loss~~around ofthe ~~$49,093~~fourth ~~for~~quarter ~~the~~of ~~same~~this ~~period~~fiscal ~~last~~ year. ~~For~~or the ~~nine~~first ~~months~~quarter ~~ended June 30, 2012, we incurred a net operating loss~~ of ~~$176,543,~~next asfiscal ~~compared with a net operating loss of $211~~year,~~178~~ ~~for~~at ~~the~~which ~~same~~time ~~period~~we ~~last~~expect ~~year. These are due~~ to ~~lower~~begin ~~operating~~generating ~~costs at all levels~~revenue.

InLiquidity ~~prior periods, our net operating losses consisted principally of product development costs, as well as consulting fees~~ and ~~legal~~Capital ~~and~~Resources ~~accounting~~– ~~fees~~Q1 ~~primarily incurred in connection with ongoing SEC filing requirements, as well as OTC Disclosure reporting requirements (from August of 2010 through August of 2011)~~FY2013. ~~However, in the past 3-4 quarters, our losses have been trimmed by focusing on the product development costs, with less stock issued for consulting and related services.~~

~~Since~~Our ~~inception,~~cash weat ~~have~~December ~~not~~31, ~~generated~~2012 ~~revenue~~was $1,354. WeOur ~~intend~~cash ~~for~~on ~~our~~hand ~~service~~is ~~directory~~unlikely to gobe ~~“live”~~sufficient ~~around~~capital, ~~the~~in ~~fourth~~and ~~quarter~~ of ~~this~~itself, ~~fiscal~~to ~~year~~finance orour ~~the~~bare ~~first~~administrative ~~quarter~~costs, oflet ~~next~~alone ~~fiscal~~our ~~year~~proposed operations, atduring ~~which~~the ~~time~~next we12 ~~expect~~months. No assurance can be given that funding will be available to ~~begin~~us, ~~generating~~on ~~revenue~~reasonable terms, if at all.

~~Liquidity~~Net ~~and~~cash ~~Capital~~used ~~Resources~~in –operating Q3activities ~~FY2012~~in the nine months ended June 30, 2012 was $37,288, compared with $59,366 for the same period last fiscal year. The drop-off in the amount of cash used during the first three months of this fiscal year as compared with last fiscal year, is due primarily to the lower operating loss, which in turn traces back primarily to reduced software costs partially offset by increased SEC reporting costs.

Our cash at June 30, 2012 was $9,160. Our cash on hand is unlikely to be sufficient capital, in and of itself, to finance our bare administrative costs, let alone our proposed operations, during the next 12 months. No assurance can be given that funding will be available to us, on reasonable terms, if at all. 8

~~Net~~Liquidity ~~cash~~and ~~used~~Capital inResources ~~operating~~– ~~activities~~Q1 inFY2013 the nine months ended June 30, 2012 was $131,361, compared with $189,680 for the same period last fiscal year. The drop-off in the amount of cash used during the first nine months of this fiscal year as compared with last fiscal year, is due primarily to the lower operating loss, which in turn traces back primarily to our software costs, which were much lower during the first nine months of this fiscal year (~~$20,916~~continued) ~~than the first nine months of last fiscal year ($92,142).~~

7Net cash used in operating activities from inception through December 31, 2012 was $3,550,130. Net cash provided by financing activities for the three months ended December 31, 2012 was $14,000, which is lower than the figure for the same period last year of $56,940 due to the loans from our sole officer and director, Luke LaLonde, totaling $14,000 during the first three months of this fiscal year, versus $56,940 from the sale of common stock during the first three months of the prior fiscal year. Net cash provided by financing activities from inception through December 31, 2012 was $3,926,303.

~~Liquidity~~Plan ~~and~~of ~~Capital~~Operation ~~Resources~~ – Q3FY2013. ~~FY2012 (continued)~~

~~Net~~The ~~cash~~following ~~used~~discussion inof ~~operating~~our ~~activities~~plan ~~from~~of ~~inception~~operation ~~through June 30, 2012 was $3,520,884. Net cash provided by financing activities~~ for the ~~nine~~next 12 months ~~ended~~and ~~June~~our ~~30,~~discussion ~~2012~~of ~~was~~our ~~$91,940,~~liquidity ~~which~~and iscapital ~~much~~resources ~~lower~~should ~~than~~be ~~the~~read ~~figure~~in ~~for~~conjunction ~~the~~with ~~same period last year ($183,097) due to the loans from~~ our ~~sole~~financial ~~officer~~statements and ~~director,~~notes ~~Luke LaLonde~~thereto, ~~totaling~~and ~~$99,001 during~~ the ~~first~~other ~~nine~~financial ~~months~~data ofincluded ~~last~~in ~~fiscal~~our ~~year,~~previously ~~and~~filed ~~such~~annual ~~loans~~report. ~~totaling~~We ~~only~~are ~~$5,000~~including ~~during~~this ~~the~~Plan ~~first~~of ~~nine~~Operation ~~months~~in recognition of ~~this~~the ~~fiscal~~fact ~~year.~~that ~~Net~~we ~~cash~~are ~~provided~~a bydevelopment ~~financing~~stage ~~activities~~company ~~from~~and ~~inception~~have ~~through~~yet ~~June~~to ~~30,~~achieve ~~2012~~operating ~~was $3,905,858~~revenues.

~~Plan~~Our plan of ~~Operation~~operation –for ~~FY2012~~the next twelve months is dependent upon our raising additional capital. As of December 31, 2012, we only had $1,354 in cash available; however, we still believe we can satisfy our basic capital requirements for the fiscal year ending September 30, 2013 from cash on hand, so long as we augment that with private placements of our common stock and/or loans from management. No assurance can be given however, that we will be able to sell shares of our common stock, and no member of our management is under any obligation to loan money to us. During the fiscal year ending September 30, 2013, we will continue to engage consultants to perform “human” editing services, expanding the quality and size of our searchable directory. As expansion occurs, and as increased user activity places greater demand on the system, more hardware (servers and routers) will be added to manage the increased volume of data stored in the database and presented by the online directory. Except for one or more servers and routers as may be occasioned by large demand for our directory, we do not expect to purchase any significant equipment or make any other capital expenditure. Our major expenditures, should we be successful in raising sufficient capital, will be in human resources as we describe below.

~~The~~We ~~following~~have ~~discussion~~been ofsuccessful ~~our~~in ~~plan~~financing ofour ~~operation~~operational ~~for~~and ~~the~~developmental ~~next~~activities 12to ~~months~~date ~~and~~by ~~our~~selling ~~discussion~~shares of our ~~liquidity~~common stock and ~~capital~~from ~~resources~~advances ~~should~~from our President. However, we have no assurance that we will be ~~read~~able to continue in ~~conjunction~~this ~~with~~way, and our ~~financial~~current ~~statements~~available ~~and~~cash ~~notes~~balance ~~thereto~~as of December 31, 2012 is insufficient to continue development, and ~~the~~will ~~other~~require ~~financial~~a ~~data~~significant ~~included~~stock inoffering and/or continued advances from our ~~previously~~President ~~filed~~in ~~annual~~order ~~report~~to have sufficient capital to continue development until income producing business operations are commenced. We have no plans for other business activities if we are ~~including~~unable ~~this~~to ~~Plan~~raise required funds. We believe we will need to raise additional capital of ~~Operation~~approximately $450,000 in ~~recognition~~order ofto continue operations for the ~~fact~~fiscal ~~that~~year weending ~~are~~September a30, ~~development~~2013 ~~stage~~as ~~company~~well as fully implement our entire business and marketing strategy at all planned levels of activity. Our activities to date have ~~yet~~been limited to ~~achieve~~building ~~operating~~our ~~revenues~~database. The information available through our directory comes from ever changing and growing sources.

~~Our~~We ~~plan~~have ofrecently ~~operation~~experienced ~~for~~delays ~~the~~in ~~next~~meeting ~~twelve~~certain ~~months~~target isdates ~~dependent~~related ~~upon~~to our ~~raising~~business ~~additional capital~~operations. AsThe ofdelays ~~June~~were ~~30,~~principally ~~2012,~~caused weby ~~only had $9,160 in cash available; however, we still believe we can satisfy~~ our ~~basic~~need ~~capital~~to ~~requirements~~synchronize ~~for~~ the ~~fiscal~~capabilities ~~year ending September 30, 2012 from cash on hand, so long as we augment that with private placements~~ of our ~~common~~existing ~~stock~~servers and~~/or~~ ~~loans~~to ~~from~~install ~~management.~~fiber Nooptic ~~assurance~~lines ~~can~~in ~~be given however, that we will be able to sell shares of~~ our ~~common stock~~Gatineau, ~~and~~Quebec ~~no member of our management is under any obligation to loan money to us~~facilities. Also, ~~During~~early ~~the~~in fiscal ~~year ending September 30,~~ 2012, weour ~~will~~sole ~~continue~~full-time ~~to engage consultants to perform “human” editing services~~employee, ~~expanding~~officer ~~the quality~~ and ~~size of our searchable directory. As expansion occurs~~director, ~~and~~Luke ~~as increased user activity places greater demand on the system~~LaLonde, ~~more~~had ~~hardware~~an ~~(servers~~illness ~~and~~which ~~routers)~~incapacitated ~~will~~him befor ~~added~~several toweeks. ~~manage~~As ~~the increased volume~~ of ~~data stored in~~ the ~~database~~date ~~and~~of ~~presented~~this ~~by the online directory. Except for one or more servers and routers as may be occasioned by large demand for our directory~~filing, wehe dohas ~~not~~resumed ~~expect~~his tofill ~~purchase~~time ~~any significant equipment or make any other capital expenditure~~activities. ~~Our major expenditures, should we be successful in raising sufficient capital, will be in human resources as we describe below.~~

We have been successful in financing our operational and developmental activities to date by selling shares of our common stock and from advances from our President. However, we have no assurance that we will be able to continue in this way, and our current available cash balance as of June 30, 2012 is insufficient to continue development, and will require a significant stock offering and/or continued advances from our President in order to have sufficient capital to continue development until income producing business operations are commenced. We have no plans for other business activities if we are unable to raise required funds. We believe we will need to raise additional capital of approximately $420,000 in order to continue operations for the fiscal year ending September 30, 2012 as well as fully implement our entire business and marketing strategy at all planned levels of activity. Our activities to date have been limited to building our database. The information available through our directory comes from ever changing and growing sources. 9

We ~~have~~believe ~~recently~~that ~~experienced~~in ~~delays~~early in2013, ~~meeting~~we ~~certain~~will ~~target~~have ~~dates~~a ~~related~~sufficient database to make our ~~business~~website ~~operations~~marketable. ~~The~~We ~~delays~~currently ~~were~~have ~~principally~~9 ~~caused~~directory byeditors ~~our~~who ~~need~~work toon ~~synchronize~~a ~~the~~contract ~~capabilities~~basis, ofresearch subjects for our ~~existing~~directory, ~~servers~~create new categories and add websites to ~~install~~our ~~fiber~~directory. ~~optic~~Our ~~lines~~average incost ~~our~~per ~~Gatineau,~~directory ~~Quebec~~consultant ~~facilities.~~is ~~Also~~approximately $1,200 inper ~~January~~month. ofWe ~~2012,~~are ~~our~~currently ~~sole~~conducting ~~full-time~~a ~~employee,~~training ~~officer~~program ~~and~~for ~~director,~~our ~~Luke~~editors ~~LaLonde,~~to ~~had~~help aus ~~physical~~to ~~illness~~reach ~~which~~the ~~incapacitated~~desired ~~him~~efficiency ~~for~~of ~~several~~each ~~weeks,~~editor ~~through~~being ~~March~~able ~~2012.~~to ~~However,~~add weapproximately do1,800 ~~not~~new ~~presently~~links ~~anticipate~~per ~~any~~day ~~further~~into ~~delays.~~our database.

8We currently have five servers in operation – two in Watertown, New York at facilities operated by Westelcom, two in Gatineau, Quebec, and one at facilities operated by MCI in Montreal. We plan to install a sixth server at a Westelcom facility in Plattsburgh, New York during September 2012.

WeIn ~~believe~~early ~~that on or about September 2012~~2013, we ~~will~~intend ~~have a sufficient database~~ to ~~make~~start ~~our~~building ~~website~~an ~~marketable.~~administrative Westaff ~~currently~~that ~~have~~will 9be ~~directory~~needed ~~editors~~to ~~who~~manage ~~work~~our onbusiness aas ~~contract~~we ~~basis,~~prepare ~~research~~to ~~subjects~~move ~~for~~from ~~our~~a ~~directory,~~developmental ~~create new categories and add websites~~ to ~~our~~operational ~~directory~~mode. ~~Our~~In ~~average~~this ~~cost~~regard, ~~per~~we ~~directory~~plan ~~consultant~~to isadd approximately ~~$1,200~~six ~~per~~administrative ~~month.~~personnel Weand ~~are~~expect ~~currently conducting a training program for our editors~~ to ~~help~~begin us to ~~reach~~incur ~~the~~related ~~desired~~payroll ~~efficiency~~costs of ~~each editor being able to add~~ approximately 1$15,~~800~~000 ~~new links~~ per ~~day into our database~~month.

WeBy ~~currently~~early 2013, we anticipate that we will have ~~five~~sufficiently ~~servers~~developed inour ~~operation~~database –to ~~two~~the inpoint ~~Watertown,~~where ~~New~~we ~~York~~can atoffer ~~facilities~~a ~~operated~~product bythat ~~Westelcom,~~will ~~two~~be inreceptive ~~Gatineau~~to potential customers. At that time, ~~Quebec~~although we will continue to add to our database, we intend to start adding marketing personnel to develop and ~~one~~implement ata ~~facilities~~plan ~~operated~~to bybring ~~MCI~~our inproduct ~~Montreal~~into the marketplace. We plan to ~~install~~add 2 marketing personnel per month beginning in early 2013 until we reach a ~~sixth~~total ~~server~~of 10 at aan ~~Westelcom~~approximate ~~facility~~monthly inpayroll ~~Plattsburgh,~~cost ~~New~~of ~~York~~$2,750 ~~during~~per ~~September~~such ~~2012~~employee.

InWe ~~October~~expect ~~2012,~~that weour ~~intend~~marketing toteam ~~start~~will ~~building~~be anfully ~~administrative~~assembled ~~staff~~by midyear 2013. At that point, much of the effort of our marketing team will be ~~needed~~directed to ~~manage~~developing ~~our~~a ~~business~~national asmarketing weeffort ~~prepare~~and formulating a plan and cost projection to ~~move~~carry ~~from~~it aout. ~~developmental~~Our national marketing effort is not expected to ~~operational~~commence ~~mode~~until after September 2013. InThe ~~this~~feasibility ~~regard,~~of weour national marketing plan towill ~~add~~be ~~approximately~~dependent ~~six~~on ~~administrative~~our ~~personnel~~ability to raise additional capital and ~~expect~~we tohave ~~begin~~no assurances that this can be accomplished. However, it is not vital to ~~incur~~our ~~related~~operations ~~payroll~~and ~~costs~~we ofwill ~~approximately~~implement ~~$15,000~~it ~~per~~only ~~month~~when and if we have sufficient funds. We have no present plans for any other business.

ByA ~~October~~major ~~2012,~~portion weof ~~anticipate~~our ~~that~~anticipated werevenues ~~will~~is ~~have~~expected ~~sufficiently~~to ~~developed~~come ~~our~~from ~~database~~Pay toPer ~~the~~Click ~~point~~fees ~~where~~which we ~~can~~expect ~~offer~~will acommence ~~product~~in ~~that~~early ~~will~~2013. beWe ~~receptive~~are topresently ~~potential~~generating ~~customers.~~245,000 Atclicks ~~that~~per ~~time,~~month ~~although~~and we ~~will~~have ~~continue~~no toagreements ~~add~~in toplace ~~our~~at ~~database,~~this wetime ~~intend~~ to ~~start~~convert ~~adding~~clicks ~~marketing~~to ~~personnel~~cash. toOur ~~develop~~rate ~~and~~structure ~~implement~~will be a ~~plan~~flat to$0.25 ~~bring~~per ~~our~~click ~~product~~compared ~~into~~to ~~the~~an ~~marketplace.~~average Weof ~~plan~~$0.92 toper ~~add~~click 2for ~~marketing~~Google ~~personnel~~and ~~per~~Yahoo, ~~month~~the ~~beginning~~most measurable in ~~October~~our ~~2012~~industry ~~until~~who wegenerate ~~reach~~more athan ~~total~~2,000,000 ofclicks 10per atday. anWe ~~approximate~~expect to increase our monthly ~~payroll~~click ~~cost~~rate ofas ~~$2,750~~our ~~per~~marketing ~~such~~activities ~~employee~~increase.

WeBanners ~~expect that our marketing team~~ will be ~~fully~~sold ~~assembled~~on byan ~~September~~annual ~~2012.~~basis, Atstarting ~~that~~as ~~point,~~soon ~~much~~as ofpossible ~~the~~after ~~effort~~January of2013 ~~our~~when ~~marketing~~we ~~team~~ will beattempt ~~directed~~ to ~~developing~~convert aall ~~national~~present ~~marketing~~(trial ~~effort~~basis) ~~and~~free-banner ~~formulating~~sites ~~a plan and cost projection~~ to ~~carry~~paid ~~it out~~sites. ~~Our~~The ~~national~~program ~~marketing~~has ~~effort is~~ not ~~expected~~commenced, tono ~~commence~~transactions ~~until after November 2012. The feasibility of our national marketing plan will be dependent on our ability to raise additional capital and we~~ have nobeen ~~assurances~~recorded ~~that this can be accomplished. However, it is not vital to our operations~~ and ~~we will implement it only when and if we have sufficient funds. We have~~ no ~~present~~sums ~~plans~~raised ~~for~~or ~~any~~fees ~~other business~~received.

AWe ~~major~~intend ~~portion~~to ofintroduce ~~our~~a ~~anticipated~~fixed ~~revenues~~“price isper ~~expected~~click” (as opposed to ~~come~~the ~~from~~highest ~~Pay~~bid ~~Per~~strategy ~~Click~~employed ~~fees~~by all known competitors) which we expect ~~will~~to ~~commence~~yield ona orfollowing ~~before~~dedicated ~~September~~to ~~30,~~true ~~2012.~~content Wematching ~~are~~rather ~~presently~~than ~~generating~~a ~~245,000~~ranking ~~clicks~~based ~~per~~on ~~month~~price. ~~and~~This weplan ~~have~~will nobe ~~agreements~~modified into ~~place~~offer atdiscounts ~~this~~to ~~time~~sites toproducing ~~convert~~the ~~clicks~~highest toclick ~~cash~~ratings. ~~Our~~We ~~rate~~believe ~~structure~~this strategy is not yet in wide use and will berequire a ~~flat~~series ~~$0.25~~of ~~per~~modifications ~~click~~to ~~compared~~test toand anprove ~~average~~the concept. In the opinion of ~~$0.92~~management, ~~per~~the ~~click~~bidding concept for ~~Google~~key ~~and~~words ~~Yahoo,~~is not the ~~most~~proper, ~~measurable~~customer-centric inway ~~our~~to ~~industry~~determine ~~who~~the ~~generate~~priority ~~more~~order ~~than~~of ~~2,000,000~~websites ~~clicks~~to ~~per~~be ~~day~~shown in search results. We ~~expect~~believe tothat ~~increase~~showing ~~our~~the ~~monthly~~most ~~click~~frequently ~~rate~~accessed assites ~~our~~at ~~marketing~~the ~~activities~~top ~~increase~~of the results list produces a more practical result for users/searchers.

Banners will be sold on an annual basis, starting as soon as possible after October 2012 when we will attempt to convert all present (trial basis) free-banner sites to paid sites. The program has not commenced, no transactions have been recorded and no sums raised or fees received. 10

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

9We have no off-balance sheet arrangements.

~~Off-Balance~~Critical ~~Sheet~~Accounting ~~Arrangements~~Policies.

We ~~have~~believe nothe ~~off-balance~~following ~~sheet~~critical ~~arrangements~~accounting policies affect our more significant judgments and estimates used in the preparation of our financial statements.

~~Critical~~Development ~~Accounting~~Stage ~~Policies.~~Activities

WeThe ~~believe~~Company was incorporated in the ~~following~~state ~~critical~~of ~~accounting~~Delaware ~~policies~~on ~~affect~~November ~~our~~15, ~~more~~1999, ~~significant~~and ~~judgments~~re-domiciled in the state of Wyoming on August 25, 2010. Activities to date have been directed at developing a searchable directory of selected contents from the Internet and ~~estimates~~raising ~~used~~capital inthrough the ~~preparation~~issuance of ~~our~~the ~~financial~~Company’s ~~statements~~capital stock.

~~Development~~Stock-Based ~~Stage~~Compensation ~~Activities~~

The Company ~~was~~measures ~~incorporated~~and inrecognizes ~~the~~compensation ~~state~~expense offor ~~Delaware~~all onshare-based ~~November~~payment ~~15,~~awards ~~1999,~~made ~~and~~to ~~re-domiciled~~employees, inconsultants ~~the~~and ~~state~~directors ofbased ~~Wyoming~~ on ~~August~~their ~~25, 2010. Activities to~~ grant-date ~~have~~estimated ~~been~~fair ~~directed~~values atover ~~developing a searchable directory of selected contents from~~ the ~~Internet~~period ~~and~~in ~~raising~~which ~~capital through~~ the ~~issuance~~share-based ofawards ~~the~~are ~~Company’s~~expected ~~capital~~to ~~stock~~vest.

~~Stock-Based~~Use ~~Compensation~~of Estimates

The ~~Company~~preparation ~~measures~~of financial statements requires us to make assumptions, estimates and ~~recognizes~~judgments ~~compensation~~that ~~expense~~affect ~~for~~the ~~all~~reported ~~share-based~~amounts ~~payment~~of ~~awards~~assets, ~~made~~liabilities, revenues and expenses and disclosures of contingent assets and liabilities as of the date of the financial statements. On an ongoing basis, we evaluate our estimates, including those related to ~~employees~~reserves; impairment of website development cost, value of our stock issued to consultants for services and ~~directors~~deferred ~~based~~taxes. We base our estimates on ~~their~~assumptions ~~grant-date~~that ~~estimated~~we ~~fair~~believe ~~values~~to ~~over~~be reasonable under the ~~period~~circumstances, inthe results of which form the ~~share-based~~basis ~~awards~~for making judgments about the carrying value of assets and liabilities that are ~~expected~~not toreadily ~~vest~~apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions; however, we believe that our estimates, including those for the above-described items are reasonable.

~~Use~~Item of3. ~~Estimates~~Quantitative and Qualitative Disclosures About Market Risk.

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

~~CONTROLS~~Item ~~AND~~4. ~~PROCEDURES~~Controls and Procedures.

Evaluation of ~~Our~~ Disclosure Controls. and Procedures

~~Under~~As ~~the~~required ~~supervision~~by ~~and~~Rule ~~with~~13a-15 of the ~~participation~~Securities ofExchange ~~our~~Act ~~management~~of 1934, ~~including~~ our ~~principal~~Principal ~~executive~~Executive ~~officer~~Officer and ~~principal~~Principal ~~financial~~Financial ~~officer,~~Officer weevaluated ~~conducted an evaluation of~~ our company's disclosure controls and procedures, (as ~~such term is~~ defined ~~under~~in ~~Rule~~Rules 13a-15(e) and ~~Rule~~ 15d-15(e) ~~promulgated~~of ~~under~~ the ~~Securities~~ Exchange Act) ~~of 1934~~ as ~~amended~~of ~~(Exchange~~the ~~Act),~~end as of ~~June~~the ~~30,~~period ~~2012.~~covered ~~Based~~by on this ~~evaluation,~~report. ~~our~~The ~~principal~~Company's ~~executive officer and principal financial officer have concluded that our~~ disclosure controls and procedures ~~were~~are ~~not~~designed ~~effective~~ to ~~ensure~~provide ~~that~~a ~~information~~reasonable ~~required~~level toof beassurance ~~disclosed~~of byachieving usthe inCompany's ~~the~~disclosure ~~reports~~control weobjectives. The ~~file~~Company's orPrincipal ~~submit~~Executive ~~under~~Officer ~~the~~and ~~Exchange~~Principal ~~Act~~Financial isOfficer ~~recorded,~~have ~~processed,~~concluded ~~summarized,~~that ~~and~~the ~~reported~~Company's ~~within~~disclosure ~~the~~controls ~~time~~and ~~periods~~procedures ~~specified~~are, in ~~the~~fact, ~~Securities~~effective ~~and~~at ~~Exchange~~this ~~Commission’s~~reasonable ~~rules~~assurance ~~and~~level. In ~~forms~~addition, ~~and~~the ~~that~~Company ~~our~~reviewed ~~disclosure~~its ~~and~~internal controls, ~~are~~and ~~designed~~there tohave ~~ensure~~been ~~that~~no ~~information~~significant ~~required~~changes toin beits ~~disclosed~~internal bycontrols usor in ~~the~~other ~~reports~~factors that wecould ~~file~~significantly oraffect ~~submit~~those ~~under~~controls ~~the~~subsequent ~~Exchange Act is accumulated and communicated~~ to ~~our~~the ~~management,~~date ~~including~~of ~~our~~their ~~principal~~last ~~executive~~valuation ~~and principal financial officers,~~ or ~~persons~~from ~~performing~~the ~~similar~~end ~~functions,~~of asthe ~~appropriate~~reporting period to ~~allow~~the ~~timely~~date ~~decisions~~of ~~regarding~~this ~~required disclosures~~Form 10-Q.

10Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

~~Changes in Internal Control Over Financial Reporting.~~ 11

~~There~~Changes ~~have been no changes~~ in ~~our~~Internal ~~internal~~Control ~~control~~Over ~~over~~Financial ~~financial reporting that occurred during the quarter ended June 30, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.~~ Reporting

~~LEGAL~~In ~~PROCEEDINGS~~connection with the evaluation of the Company’s internal controls during the quarter ended August 31, 2012, the Company’s Principal Executive Officer and Principal Financial Officer have determined that there are no changes to the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially effect, the Company’s internal controls over financial reporting.

InDisclosure ~~the~~controls ~~ordinary~~and ~~course~~procedures ofare ~~our~~controls ~~business,~~and weother ~~may~~procedures ~~from~~that ~~time~~are designed to ~~time~~ensure ~~become~~that ~~subject~~information required to ~~routine~~be ~~litigation~~disclosed by our company in the reports that we file or ~~administrative~~submit ~~proceedings~~under ~~which~~the ~~are~~Exchange ~~incidental~~Act tois ~~our~~recorded, ~~business~~processed, summarized and reported, within the time periods specified in the rules and forms of the Securities and Exchange Commission. WeDisclosure ~~are~~controls ~~not~~and aprocedures ~~party~~include, without limitation, controls and procedures designed to ~~nor~~ensure ~~are~~that information required to be disclosed by our company in the reports that we ~~aware~~file ofor ~~any~~submit ~~existing~~under the Exchange Act is accumulated and communicated to our management, ~~pending~~including orour ~~threatened~~Principal ~~lawsuits~~Executive orOfficer ~~other~~and ~~legal~~Principal ~~actions~~Financial ~~involving~~Officer ~~us.~~to allow timely decisions regarding required disclosure.

~~UNREGISTERED~~PART ~~SALES~~II-OTHER ~~OF EQUITY SECURITIES AND USE OF PROCEEDS~~ INFORMATION

~~None~~Item 1. Legal Proceedings.

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

~~The~~Item ~~following~~1A. ~~exhibits~~Risk ~~are included as part of this report:~~ Factors.

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

Not Applicable.

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

~~In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~None.

~~Date:~~Item ~~October~~ 3,. ~~2012~~Defaults ~~Super~~Upon ~~Directories,~~Senior ~~Inc.~~Securities

~~By: /s/ Luke Lalonde Luke Lalonde, President, Principal Executive Officer, Treasurer and Principal Financial Officer~~None.

11Item 4. (Removed and Reserved)

None.

Item 5. Other Information

None.

Item 6. Exhibits

The following exhibits are included as part of this report:


Exhibit No.		Description

31.1 / 31.2		Rule 13(a)-14(a)/15(d)-14(a) Certification of Principal Executive and Financial Officer

32.1 / 32.2		Rule 1350 Certification of Chief Executive and Financial Officer

SIGNATURES

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


Date: February 14, 2013	Super Directories, Inc.


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

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