Financial update 9/14/2021
Disclosure Statement Pursuant to the Pink Basic Disclosure Guidelines
3903 Northdale Blvd. Tampa, FL 33624
727-417-7807 www.TheDirectory.com SG@TheDirectory.com 7311
Annual Report
For the Period Ending: 11/30/2020 and 11/30/2019 (the “Reporting Period”)
As of 9/08/2021, the number of shares outstanding of our Common Stock was: 14,475,806,289
As of the year ending 11/30/2020, the number of shares outstanding of our Common Stock was: 13,048,683,725
Indicate by check mark whether the company is a shell company (as defined in Rule 405 of the Securities Act of 1933 and Rule 12b-2 of the Exchange Act of 1934):
Yes: ? No: ?
Indicate by check mark whether the company’s shell status has changed since the previous reporting period: Yes: ? No: ?
Indicate by check mark whether a Change in Control1 of the company has occurred over this reporting period:
1 “Change in Control” shall mean any events resulting in:
(i) Any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act) becoming the “beneficial owner” (as defined in Rule 13d-3 of the Exchange Act), directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the total voting power represented by the Company’s then outstanding voting securities;
(ii) The consummation of the sale or disposition by the Company of all or substantially all of the Company’s assets;
(iii) A change in the composition of the Board occurring within a two (2)-year period, as a result of which fewer than a majority of the directors are directors immediately prior to such change; or
(iv) The consummation of a merger or consolidation of the Company with any other corporation, other than a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or its parent) at least fifty percent (50%) of the total voting power represented by the voting securities of the Company or such surviving entity or its parent outstanding immediately after such merger or consolidation.
1
Yes: ? No: ?
1) Name and address(es) of the issuer and its predecessors (if any)
Terzon Corporation Effective 1984
Candy Stripers Candy Effective 1984
Piedmont, Inc. Effective January 1998
US Biodefense, Inc. Effective May 2003
Elysium Internet, Inc. Effective May 2008
TheDirectory.com, Inc. Effective 2011
The state of incorporation or registration of the issuer and of each of its predecessors (if any) during the past five years; Please also include the issuer’s current standing in its state of incorporation (e.g. active, default, inactive):
Utah
Describe any trading suspension orders issued by the SEC concerning the issuer or its predecessors since inception:
None
List any stock split, stock dividend, recapitalization, merger, acquisition, spin-off, or reorganization either currently anticipated or that occurred within the past 12 months:
None
The address(es) of the issuer’s principal executive office:
3903 Northdale Blvd. Tampa, FL 33624
The address(es) of the issuer’s principal place of business:
Check box if principal executive office and principal place of business are the same address: ?
Has the issuer or any of its predecessors been in bankruptcy, receivership, or any similar proceeding in the past
five years?
Yes: ? No: ?
If this issuer or any of its predecessors have been the subject of such proceedings, please provide additional details in the space below:
2
2) Security Information
Class of Securities: Common CUSIP Number: 88337U102 Trading Symbol: SEEK.PK
Par Value: .001
Total shares authorized:
Total shares outstanding:
Number of shares in the Public Float2: Total number of shareholders of record:
30,000,000,000 as of date: 09/08/2021 14,475,806,289 as of date: 09/08/2021 14,418,293,974 as of date: 09/08/2021 648 as of date: 09/08/2021
All additional class(es) of publicly traded securities (if any):
Trading symbol:
Exact title and class of securities outstanding: CUSIP:
Par or stated value:
Total shares authorized:
Total shares outstanding:
Transfer Agent
Standard Registrar and Transfer Company, Inc. 12528 South 1840 East
Draper, UT 84020
Phone (801) 571-8844
Fax (801) 571-2551
Is the Transfer Agent registered under the Exchange Act?3 Yes: ?
3) Issuance History
None
Class of Securities: Series A Preferred None
.001
1,200,000
540,000
The goal of this section is to provide disclosure with respect to each event that resulted in any direct changes to the total shares outstanding of any class of the issuer’s securities in the past two completed fiscal years and any subsequent interim period.
Disclosure under this item shall include, in chronological order, all offerings and issuances of securities, including debt convertible into equity securities, whether private or public, and all shares, or any other securities or options to acquire such securities, issued for services. Using the tabular format below, please describe these events.
A. Changes to the Number of Outstanding Shares
2 “Public Float” shall mean the total number of unrestricted shares not held directly or indirectly by an officer, director, any person who is the beneficial owner of more than 10 percent of the total shares outstanding (a “control person”), or any affiliates thereof, or any immediate family members of officers, directors and control persons.
3 To be included in the Pink Current Information tier, the transfer agent must be registered under the Exchange Act.
as of date: 09/08/2021 as of date: 09/08/2021
No: ?
3
Check this box to indicate there were no changes to the number of outstanding shares within the past two completed fiscal years and any subsequent periods: ?
Shares Outstanding as of Second & Most Recent Fiscal Year End: Opening Balance
Date 11/30/2020 Common: 13,048,683,725 Preferred: 540,000
Transaction type (e.g. new issuance, cancellation, shares returned to treasury)
*Right-click the rows below and select “Insert” to add rows as needed.
Date of Transaction
Number of Shares Issued (or cancelled)
Class of Securities
Value of shares issued ($/per share) at Issuance
Were the shares issued at a discount to market price at the time of issuance? (Yes/No)
Individual/ Entity Shares were issued to (entities must have individual with voting / investment control disclosed).
Reason for share issuance (e.g. for cash or debt conversion) -OR- Nature of Services Provided
Restricted or Unrestricted as of this filing.
Exem ption or Regist ration Type.
March 11, 2021
New Issuance
.000165
Auctus Fund, LLC Lou Posner
Debt Conversion
April 21, 2021
500,000,000
Common
Yes
Unrestricted
144
Auctus Fund, LLC Lou Posner
Debt Conversion
New Issuance
238,636,364
Common
.000165
Yes
Unrestricted
144
New Issuance
688,486,200
Common
.000165
Yes
Auctus Fund, LLC Lou Posner
Debt Conversion
May 10, 2021
Unrestricted
144
Shares Outstanding on Date of This Report:
Ending Balance:
Date 9/13/2021 Common: 14,475,806,289 Preferred: 540,000
Example: A company with a fiscal year end of December 31st, in addressing this item for its quarter ended June 30, 2021, would include any events that resulted in changes to any class of its outstanding shares from the period beginning on January 1, 2019 through June 30, 2021 pursuant to the tabular format above.
Use the space below to provide any additional details, including footnotes to the table above:
The Auctus Note is paid in full.
4
B. Debt Securities, Including Promissory and Convertible Notes
Use the chart and additional space below to list and describe all outstanding promissory notes, convertible notes, convertible debentures, or any other debt instruments that may be converted into a class of the issuer’s equity securities.
Check this box if there are no outstanding promissory, convertible notes or debt arrangements: ?
8/04/2014 $18,000 $47,500 N/A 8/04/2015 45% Discount LG Capital Joseph Loan Lerman
Use the space below to provide any additional details, including footnotes to the table above:
Date of Note Issuance
Outstandin g Balance ($)
Principal Amount at Issuance ($)
Interest Accrued ($)
Maturity Date
Conversion Terms (e.g. pricing mechanism for determining conversion of instrument to shares)
Name of Noteholder (entities must have individual with voting / investment control disclosed).
Reason for Issuance (e.g. Loan, Services, etc.)
06/28/2021
$300,000
$300,000
N/A
N/A
25% Discount or cash buyout option
Typenex, LLC John Fife
Loan
4)
A.
B.
Financial Statements
The following financial statements were prepared in accordance with: ? U.S. GAAP
? IFRS
The financial statements for this reporting period were prepared by (name of individual)4:
Name:
Title:
Relationship to Issuer:
Scott Gallagher COB/CEO/CFO Officer/Director
4 The financial statements requested pursuant to this item must be prepared in accordance with US GAAP or IFRS by persons with sufficient financial skills.
5
TheDirectory.com, Inc. Financial Statements Table of Contents
Consolidated Balance Sheets 6 Consolidated Statements of Operations 7 Consolidated Statements of Stockholders’ Equity/ (Deficit) 8 Consolidated Statements of Cash Flows 9 Notes to Consolidated Financial Statements 10
6
Cash and cash equivalents
Accounts receivable
Total Current Assets
Property and Equipment, Net
Other Assets
Amortizable Intangible Assets, net
Nonamortizable Intangible Assets
Deposits
Total Assets
Total Other Assets
TheDirectory.com, Inc.
Liabilities and Stockholders' Equity (Deficit)
Balance Sheets
November 30, 2020 and November 30, 2019
Assets 2020
$-$-
--
--
--
--
$-$-
-
-
-
2019
Current assets
-
-
-
Accounts payable and accrued expenses
Accrued Consulting Fees
Accrued interest payable on notes payable
Notes payable
Notes payable to related parties
Total current Liabilites
Total liabilities
2,499,011
2,340,011
Stockholders' equity:
Preferred stock, 1,200,000 share authorized, $.001 par value,
540,000 shares issued and outstanding at November 30, 2020
and November 30,2019
Common stock 30,000,000,000 shares authorized, $.001 par value,
13,048,683,725 shares issued and outstanding
at November 30, 2020 and November 30,2019
Additional paid in capital
Accumulated deficit
$
60,000
600,000
286,222
1,552,789
2,499,011
13,048,683
(18,823,920)
-
$
48,000
500,000
239,222
1,552,789
2,340,011
13,048,683
(18,664,920)
-
Total stockholders' equity (deficit)
Total Liabilities and stockholders' equity (deficit)
(5,775,237)
(5,616,236)
$
7
(3,276,226)
(3,276,225)
REVENUES
Sales and marketing
Consulting fees
General and administrative
Research and development
Amortization of intangibles
TheDirectory.com, Inc.
Statements of Operations For The Years Ended
November 30, 2020 and November 30, 2019
$
2020
100,000
12,000
-
-
-
-
$
2019
100,000
12,000
-
OPERATING EXPENSES:
Cost of revenues
-
-
-
-
Total operating expenses
112,000
$ (159,000)
13,048,683,725
112,000
(159,000)
13,048,683,725
Income (Loss) from operations
OTHER INCOME (EXPENSE)
Interest expense
NET INCOME (LOSS)
Basic & Diluted weighted average number of shares outstanding
Basic Earnings per share
(112,000)
47,000
-
-
(112,000)
47,000
-
$--
8
Net income (loss)
Accrued consultanting fees
Cash flows from investing activities:
Change in operating assets and liabilities:
Payment of rental deposits
Purchase of office equipment
Purchae of software enhancements
Purchase of domain names
Cash flows from financing activities:
Financing fees paid
Statements of Cash Flow
For The Years Ended November 30, 2020 and 2019
Cash flows from operating activities:
Interest Notes Payable
Accounts payable and accrued expenses
Total cash flows from investing activities
Advances from (repayments to) individuals, net
Advances from (repayments to) related parties, net
Total cash flows from financing activities
Increase (decrease in) cash and cash equivalents
Cash and cash equivalents, beginning of period
Cash and cash equivalents, end of period
$
2020 2019
(159,000)
100,000
47,000
60,000
-
-
48,000 48,000
--
--
$--
-
-
-
-
-
$
(159,000)
100,000
47,000
60,000
-
-
Total cash flows from operating activities
-
-
-
-
-
-
-
-
-
-
48,000
-
48,000
-
9
Balance November 30, 2019
Stock issued for debt and interest
Stock issued for financing fees
Net income for the year ended
November 30, 2020
540,000
-
-
-
-
TheDirectory.com, Inc.
Statements of Stockholders' Equity
For The Years Ended November 30, 2020 and 2019
Preferred Stock Common Stock Additional Accumulated
Shares Amount Shares Amount Paid-In Capital Deficit Total
$
540
13,048,683,725
-
$
13,048,684
-
$
-
-
$
(18,664,920)
(159,000)
-
-
$
(5,616,236)
(159,000)
-
-
Balance November 30, 2020 540,000 $ 540 13,048,683,725 $ 13,048,684 $ - $ (18,823,920) $ (5,775,236)
TheDirectory.com, Inc. Notes to Financial Statements
Note 1 - Summary of Significant Accounting Policies
Organization
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.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The accompanying financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (GAAP), which contemplate continuation of the Company as a going concern.
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 certain of the Company’s financial instruments, including cash and cash equivalents, prepaid expenses, accounts payable and deferred revenues, the carrying amounts approximate fair value due to their short maturities.
Leases
The Company leases office facilities under a month to month agreement.
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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.
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 – 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 periods ended November 30, 2019 and 2020. 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 3- Notes Payable
A summary of convertible notes payable balance as of September 13, 2021
8/04/2014 $18,000 $47,500 N/A 8/04/2015 45% Discount LG Capital Loan Joseph Lerman
To the best of management’s knowledge:
LG Capital is owned by Joseph Lerman
06/28/2021
$300,000
$300,000
N/A
N/A
25% Discount with Cash Buyout Option
Typenex, LLC John Fife
Loan
11
Typenex is owned by John Fife
On June 28th 2021, the Company entered into a settlement agreement regarding the Typenex note. The new terms include a cash buyout option of the entire note for $215,000 by December 28, 2021 with no shares being issued.
The Company is attempting to contact LG Capital regarding the LG Note.
The Company is evaluating all outstanding notes and any future notes considering the recent accounting changes regarding notes and the industry wide SEC actions relating to non-registered dealers and how these types of misrepresentations may have affected the Company and its shareholders.
Note 4 – Stockholders Equity
Common Stock
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.
There were no common shares issued during the periods ending November 30, 2019 and 2020.
Series A 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. The Board of Directors has the authority, without action by 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 November 30, 2019 and 2020, the Company had 540,000 Series A Convertible Preferred shares issued and outstanding. For each share of Series A Convertible Preferred Stock, the holder will receive 50,000 shares of common stock upon conversion. As of November 30 2019 and 2020 our CEO Mr. Scott Gallagher owned 540,000 Series A Preferred shares.
5) Issuer’s Business, Products and Services
The purpose of this section is to provide a clear description of the issuer’s current operations. In answering this item, please include the following:
A. Summarize the issuer’s business operations (If the issuer does not have current operations, state “no operations”)
The Company is developing and managing a network of local business search engines and tools set. Its core products and services comprised of two distinct categories.
Consumer Search Engines; In this category the company provides consumers with free access to a network of verified and un verified small business listings. The company’s primary consumer search engine is TheDirectory.com. It also owns and operates other vertical search engines such as:
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TopRankedPodiatrist.com TopRankedChiropractor.com TopRankedLawFirms.com TopRankedNailSaolns.com and others
Small Business Services; In this category the company provides a suite of integrated tools and services to small businesses designed to help them run and grow their business. The company provides small businesses with custom websites and landing pages, social media content creation and management, review generation and management, list building and management services, listings management, digital and traditional advertising and other related services.
The goal of the company is to integrate all of these tools and services into one search engine, TheDirectory.com.
B.
C.
Please list any subsidiaries, parents, or affiliated companies. None
Describe the issuers’ principal products or services.
Products
The company’s primary digital products are its consumer search engine TheDirectory.com and its network of vertical search engines;
TopRankedPodiatrist.com TopRankedChiropractor.com TopRankedLawFirms.com TopRankedNailSaolns.com and others
Services
The company provides a set of integrated digital tools and services. Its core services include;
Custom Websites and Landing Pages
Social media content creation and management
Review generation and management
Directory and e-mail list building and management services SEO, SEM and Paid Search Services.
Issuer’s Facilities
6)
The goal of this section is to provide a potential investor with a clear understanding of all assets, properties or facilities owned, used or leased by the issuer and the extent in which the facilities are utilized.
In responding to this item, please clearly describe the assets, properties or facilities of the issuer, give the location of the principal plants and other property of the issuer and describe the condition of the properties. If the issuer does not have complete ownership or control of the property (for example, if others also own the property or if there is a mortgage on the property), describe the limitations on the ownership.
If the issuer leases any assets, properties or facilities, clearly describe them as above and the terms of their leases.
The company leases office space in Tampa, Florida on a month to month basis. The facility has capacity to expand if so desired.
13
7) Company Insiders (Officers, Directors, and Control Persons)
The goal of this section is to provide an investor with a clear understanding of the identity of all the persons or entities that are involved in managing, controlling or advising the operations, business development and disclosure of the issuer, as well as the identity of any significant or beneficial shareholders.
Scott Gallagher - Chief Executive Officer, Chief Financial Officer, and Chairman of the Board of Directors
Mr. Gallagher has served as our President, Chief Executive Officer, Chief Financial Officer and Chairman of the Board of Directors since January 10, 2008. During his thirty year business career, Mr. Gallagher founded and served as an officer and director of both public and privately held companies over the course of his career. He has been involved in digital marketing and the Internet space since its beginning in the 90’s. He has built several companies from the ground up. One of those companies started at zero in sales and in a few years grew to over $7 million in annual revenue.
Mr. Gallagher previously held SEC licenses series 7, 63 and 24, all of which were retired in good standing.
Using the tabular format below, please provide information, as of the period end date of this report, regarding any person or entity owning 5% of more of any class of the issuer’s securities, as well as any officer, and any director of the company, or any person that performs a similar function, regardless of the number of shares they own. If any insiders listed are corporate shareholders or entities, provide the name and address of the person(s) beneficially owning or controlling such corporate shareholders, or the name and contact information (City, State) of an individual representing the corporation or entity in the note section.
Name of Officer/Director or Control Person
Affiliation with Company (e.g. Officer Title /Director/Owner of more than 5%)
Residential Address (City / State Only)
Number of shares owned
Share type/class
Ownership Percentage of Class Outstanding
Note
8)
A.
Scott COB/CEO/CFO Tampa, Florida 540,000 Series A 45% Gallagher Preferred
Legal/Disciplinary History
Please identify whether any of the persons or entities listed above have, in the past 10 years, been the subject of:
1. A conviction in a criminal proceeding or named as a defendant in a pending criminal proceeding (excluding traffic violations and other minor offenses);
No
2. The entry of an order, judgment, or decree, not subsequently reversed, suspended or vacated, by a court of competent jurisdiction that permanently or temporarily enjoined, barred, suspended or otherwise limited such person’s involvement in any type of business, securities, commodities, or banking activities;
No
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B.
3. A finding or judgment by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission, the Commodity Futures Trading Commission, or a state securities regulator of a violation of federal or state securities or commodities law, which finding or judgment has not been reversed, suspended, or vacated; or
No
4. The entry of an order by a self-regulatory organization that permanently or temporarily barred, suspended, or otherwise limited such person’s involvement in any type of business or securities activities.
No
Describe briefly any material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the issuer or any of its subsidiaries is a party or of which any of their property is the subject. Include the name of the court or agency in which the proceedings are pending, the date instituted, the principal parties thereto, a description of the factual basis alleged to underlie the proceeding and the relief sought. Include similar information as to any such proceedings known to be contemplated by governmental authorities.
Though the company does not feel this action is material based on the contractual terms, its feels a brief description is warranted.
On October 18th, 2018 the company and its CEO Mr. Scott Gallagher were served a compliant by Don’t Look Media and its owner Mr. Louis Spagnuolo relating to a simple domain name asset purchase agreement between the company and DLM (see Hillsborough county case # 18-CA-010265). The filing of the motion itself was a breach of contract as the underlying contract carries an arbitration clause. The Company filed a motion to dismiss the matter on November 20, 2018. That motion is still pending in the Hillsborough County court system. Several parties named in the lawsuit have already had the case dismissed. Since the filing, the company discovered that Mr. Spagnuolo and his attorney Mr. Jay Farrow have filed a series of serial actions with very similar outrageous claims against multiple individuals, companies and the family of the owners. Since the action against the company was filed, both Mr. Spagnuolo and his attorney Jay Farrow and others involved in their actions have been sued in Seminole county court by the Insurance Office of America for Defamation, Tortious Interference and Abuse of Process (see Seminole county case # 2020CA000725). The company is currently evaluating whether or not to seek monetary damages relating to the damage to shareholder value caused by the actions of Mr. Spagnuolo and his attorney Jay Farrow and the comments made in online chat rooms by Mr. Spagnuolo defaming the company. Mr. Gallagher is notifying the Florida Bar of this matter as well. To date the company has not determined its future course of action other than seeking the dismissal of the case.
Third Party Providers
9)
Please provide the name, address, telephone number and email address of each of the following outside providers:
Securities Counsel
Name: Firm: Address 1: Address 2: Phone: Email:
Jackson Morris
3116 West North A Street
813-874-8854 Jackson.Morris@Verizon.net
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Accountant or Auditor Name: None Investor Relations
None
10) Issuer Certification Principal Executive Officer:
The issuer shall include certifications by the chief executive officer and chief financial officer of the issuer (or any other persons with different titles but having the same responsibilities) in each Quarterly Report or Annual Report.
The certifications shall follow the format below: I, Scott Gallagher certify that:
1. I have reviewed this Annual Report & Disclosure Document of TheDirectory.com, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
Date: 9-14-2021
/s/ Scott Gallagher
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Principal Financial Officer:
I, Scott Gallagher certify that:
1. I have reviewed this Annual Report & Disclosure Document of TheDirectory.com, Inc.;
2. Based on my knowledge, this disclosure statement does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this disclosure statement; and
3. Based on my knowledge, the financial statements, and other financial information included or incorporated by reference in this disclosure statement, fairly present in all material respects the financial condition, results of operations and cash flows of the issuer as of, and for, the periods presented in this disclosure statement.
Date: 9/14/2021
/s/ Scott Gallagher
17
