SecProbe.io

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Mail Stop 3561

							October 20, 2005

Luke Lalonde, President
Superdirectories, Inc.
5337 Route 374
Merrill, New York 12955
by facsimile also 781-834-0623

		RE:	Superdirectories, Inc.
			Registration Statement on Form 10-SB
			Commission File No. 0-51533
			Date Filed: September 20, 2005

Dear Mr. Lalonde:

	This is to advise you that a preliminary review of the
offering
statement indicates that it fails in numerous material respects to
comply with the requirements of the Securities Act of 1933 and the
requirements of Form 10-SB.  For this reason, we will not perform
a
detailed examination of the registration statement, and we will
not
issue detailed comments until these material deficiencies are
addressed.

	Your registration statement will become effective by
operation
of law sixty days after the filing date.  Please note that should
the
registration statement become effective in its present form, we
would
be required to consider what recommendation, if any, we should
make
to the Commission.  We suggest that you consider a prompt
withdrawal
of the filing.
General
1. Advise us on how you believe you may have violated the
Securities
Act when you sold 14,501,191 shares from August 1, 2002 to July
31,
2005.  You must provide a detailed statement of the facts
surrounding
the suspected violation(s).  Also, please provide a specific
timeframe for repayment should you choose to undertake a
rescission
offering and state whether any of the purchasers were officers,
directors or beneficial owners.  You must also include a
discussion
of the remedies available under state law and tell us how the
potential rescission offer will comply with applicable state
corporation law or whether it would potentially result in a
violation
of any minimum capital or reserve requirements under federal or
state
law.  Also state the potential effect of the rescission offer on
the
company.  For instance, will it endanger your financial condition
or
cause you to become insolvent if accepted by all or a portion of
the
offerees?  Also add disclosure addressing the effect that
acceptance
and nonacceptance will have on the offeree`s rights under state
and
federal securities law and disclose the total amount that would be
re-paid, including interest, if all investors accept the
rescission
offer.  If you are unable to cover this amount, please add
disclosure
that the offer may not reduce contingent liabilities.
Description of Business, page 2
2. Please thoroughly revise your disclosure in this section and
throughout your registration statement to clarify the current
status
of your operations, your proposed business operations, and your
sole
product and or service, superdirectories.com.  Your current
description of your business and superdirectories comprises a
largely
promotional discussion of how superdirectories.com will
revolutionize
the internet search industry.  You also provide extensive
disclosure,
largely unsupported, about how you believe the industry is
deficient.
Your disclosure, as a result, is vague, difficult to comprehend,
and
does little to provide a potential investor with a clear sense of
your business, the commercial feasibility of your product and/or
service, and the ability of your company to survive in the short
and
long terms.  Your disclosure in this section should be
substantially
revised to clearly describe your company`s business in the manner
required by Item 101(b) of Regulation S-B.  Clearly disclose the
business activities you currently engage in and the precise
activities your company will, in the future, engage in.  To the
extent you discuss your company`s sole product and/or service  -
superdirectories.com - please provide specific disclosure about
its
status and the timeframes in which you anticipate marketing its
features.  We may have further comment after reviewing your
revised
disclosure.

Plan of Operation, page 9

General
3. Please revise the plan of operation to include a critical
accounting estimates section to address the existence of highly
material estimates or assumptions and how these matters may affect
the financial statements (for example, your website and related
website development costs, deferred taxes, impairments, etc.).
Your
revised disclosure should supplement, not duplicate, the
description
of accounting policies that are already disclosed in the notes to
the
financial statements.  Your disclosure should discuss the
judgments
and uncertainties that affect the application of your critical
accounting policies and the likelihood that materially different
amounts could be reported under different conditions or using
different assumptions.
4. Please provide a detailed plan of operations as required by
Item
303(a) of Regulation S-B.  Substantially revise this section to
discuss with greater specificity the steps you intend to take in
furtherance of your plan of operation.  Please provide a potential
investor with comprehensive disclosure of the direction in which
you
plan to take your company in the next twelve months of operation.
You should focus your discussion in monthly or quarterly
increments
and discuss the steps necessary for, the costs associated with,
and
projected timeframes for achieving sustained first revenues.
Currently, you do not identify any specific milestones nor do you
discuss the ways in which you intend to bring superdirectories.com
to
market.  Since this product/service is your company`s sole
prospect
for livelihood, you must provide detailed disclosure regarding the
timeframes and costs associated with commercializing the product.
We
may have additional comment after reviewing your revised
disclosure.

Changes in and Disagreements with Accountants, page 15
5. We note that the financial statements for the year ended
September
30, 2003 were audited by accountants other than Goff Backa Alfera
&
Company, LLC.  Please provide a full discussion of the
circumstances
surrounding this change, as well as an exhibit 16.1 letter from
the
predecessor auditor.  In this regard, you should disclose any
other
changes that have occurred since inception.  Refer for Item 304 of
Regulation S-B for guidance.
6. We noted your discussion regarding your disagreement with
Sprouse
& Anderson, LLP (S&A).  Describe in detail the subject matter of
the
disagreement between you and S&A, and clarify on which asset(s)
S&A
was recommending that a valuation be performed.

Financial Statements

Report of Independent Certified Public Accountants, page 1
7. We noted your financial statements for the year ended September
30, 2003 and the period from inception (November 15, 1999) to
September 30, 2003 were audited by accountants other than Goff
Backa
Alfera & Company (GBA).  Please provide the reissued report from
your
predecessor auditor and include it here within.
8. With regard to the comment above, if more than one auditor has
audited the financial statements during the period from inception
(November 15, 1999) to September 30, 2003, each auditor`s report
must
be included here within.  Please advise.
9. Considering there has been a restatement to the financial
statements for the year ending September 30, 2000, the predecessor
auditor (the auditor who originally audited the 2000 financials
statements) must perform the additional audit procedures relating
to
the subsequent restatement, they must refer to the restatement in
their report, and they must update (or dual-date) their report to
ensure the report includes the restatement (as discussed in Note
7).
It is not appropriate for GBA to provide a piecemeal opinion
whereby
they have only opined on the restatement of retained earnings of
the
September 30, 2000 financial statements.  Please note, after
October
22, 2003, auditors that perform audit procedures for the financial
statements of issuers filing with the SEC must be registered wit
the
PCAOB.  Please revise accordingly.
10. Please note, as an alternative to the comment above, you may
elect to have your current auditor (GBA) re-perform the audits and
opine on all financial statements presented in your Form 10-SB
(i.e.
without reliance on the work of the predecessor auditor).  Please
advise and revise as necessary.
11. Please revise the first sentence of the second paragraph to
indicate the audit was conducted in accordance with the standards
of
the Public Company Accounting Oversight Board (United States).

Balance Sheets, page 2
12. We noted from your disclosure (here and in Notes 1) that you
have
recorded the transfer of your website from Mr. Lalonde (your
majority
shareholder) at its fair value.  The staff believes that transfers
of
non-monetary assets for stock should be recorded at the
transferor`s
historical basis (i.e. Mr. Lalonde`s cost) as determined in
accordance with GAAP. Refer to the guidance in SAB Topic 5G and
revise your financial statements accordingly.  If you disagree,
provide us with a detailed discussion supporting your accounting
treatment and cite the specific authoritative literature you used
to
support you conclusion.

Statements of Operations, page 3
13. Please revise to disclose earnings per share.  Note, earnings
per
share is not a cumulative measure; therefore it should not be
presented for the period from inception to date.  Refer to SFAS
128.

Notes to Financial Statements

Note 1.  Summary of Significant Accounting Policies

General
14. Please revise to include a footnote that discusses all
material
equity transactions.  Your disclosure should be consistent with
the
equity transactions identified in your statements of stockholders`
equity (page 4) and should include the following:

* The date of each equity issuance;
* The number of shares issued, the related share price and the
price
was determined;
* To whom the shares were issued to (e.g. employees, non-
employees,
related parties, etc.); and
* What consideration was received (cash, services, etc.).
15. Please disclose your accounting policy for stock compensation
to
both employees and non-employees. Refer to the guidance of SFAS
123
(as amended by SFAS 148) and EITF 96-18, and provide the
applicable
minimum required disclosures.

Note 3 - Intangible Assets, net, page 8
16. We noted that you capitalized approximately $457,000 and
$443,000
of website development costs as of September 30, 2004 and 2003,
respectively.  Please justify your accounting treatment for the
capitalization of such costs and cite the specific authoritative
literature you used to support you accounting conclusion.  Your
response should address the applicability of SOP 98-1, SFAS 86,
and
EITF 00-02, and provide the qualitative and quantitative factors
you
considered when analyzing this guidance.

Note 5 - Income taxes, page 10
17. We noted your disclosure where you state there is a greater
than
50% chance your future taxable income will be sufficient to
utilize
the net deferred tax asset available at September 30, 2004, and
accordingly, no valuation allowance has been recorded.  Based on
the
disclosures throughout this document, we do not see where there is
any weighted evidence supporting your assertion that no valuation
allowance is necessary; therefore a full valuation allowance
should
be provided.  If you disagree, please provide a qualitative and
quantitative analysis that supports your accounting treatment.
Please advise or revise as appropriate.  Refer to paragraphs (16)
through (25) of SFAS 109 for guidance.

Note 7 - Prior Period Adjustment, page 11
18. Please revise the disclosure to state this was a correction of
an
error and the effect the correction had on your net loss and the
related per share amounts.  Refer to the guidance in paragraph
(37)
of APB 20.  Your disclosure should also include the effect of the
restatement (prior period adjustments) made to the retained
earnings
as well as other affected balances on the previously issued
financial
statements for the periods reported. Refer to Paragraph (18) and
(26)
of APB 9.

Note 8 - Contingency, page 11
19. We read your disclosure that you plan to make a voluntary
rescission offer.  Please revise to quantify the number of shares
and
the related amount of proceeds that were generated from the
offerings
in question (i.e., the shares during the last three years that may
not have been exempt from registration or qualification under
federal
and state securities laws), disclose when the offer expires, and
whether or not any holders have accepted the rescission offer.  It
is
not clear to us how you reached the conclusion that the Company
cannot determine the amount required to make payment pursuant to
the
rescission offer; please clarify your disclosure.  Tell us why you
have not recorded a liability for the rescission offer and cite
the
authoritative literature you used to support your accounting
treatment.  Please advise and revise.

Closing Comments

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
Any questions regarding disclosure issues may be directed to
Janice
McGuirck at (202) 551-3395.  Questions related to accounting
issues
may be directed to Blaise Rhodes at (202) 551-3774

      Sincerely,

      John Reynolds, Assistant Director
Office of Emerging Growth Companies

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