8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

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

Date of Report (Date of earliest event reported): August 10, 2009

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Issuer Direct Corporation

(Exact name of registrant as specified in its charter)

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Delaware	1-10185	74-2418590
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

201 Shannon Oaks Circle Suite 105, Cary North Carolina 27511

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (919) 481-4000

N/A

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

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 — Results of Operations and Financial Condition.

On August 10, 2009, Issuer Direct Corporation issued a press release announcing,  results for the second quarter ended June 30, 2009. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

Pursuant to General Instruction B.2 of Current Report on Form 8-K, the information in Item 2.02 of this report, including the press release attached as Exhibit 99.1, is furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section. Furthermore, such information shall not be deemed to be incorporated by reference into the filings of the registrant under the Securities Act of 1933, as amended.

Item 9.01 — Financial Statements and Exhibits

 (d) Exhibits:

99.1 Issuer Direct Announces Second Quarter Results.

SIGNATURES

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

Issuer Direct Corporation
By:	/s/ BRIAN R. BALBIRNIE
	Brian R. Balbirnie Chief Executive Officer

Date: August 10, 2009

EX-99.1

Exhibit 99.1

For Immediate Release	Contact: Brian Balbirnie
August 6, 2009	(919) 481-4000

ISSUER DIRECT ANNOUNCES SECOND QUARTER RESULTS

CARY, NC, August 6, 2009 (GLOBE NEWSWIRE) - Issuer Direct Corporation (OTCBB: ISDR), a market innovator of issuer focuses services to public companies today announced financial results for its second fiscal quarter ended June 30, 2009.  

Net income for the quarter ended June 30, 2009 was $268,852, or $0.02 per share on revenues of $765,808, as compared to a net loss of $332,826, or $(0.02) per share on revenues of $450,799 for the comparable period in 2008.

Revenue for the six month period ended June 30, 2009 totaled $1,238,341, a 42% increase over the comparable period in 2008. Net income totaled $360,194, or $0.02 per share, in the six months ended June 30, 2009, as compared to a net loss of $721,365, or $(0.04) per share, in the comparable period in 2008.

“We had a very strong second quarter in terms of both financial results and client segment advancement,” said Brian R. Balbirnie, Chairman and Chief Executive Officer of issuer Direct Corporations. “Our second quarter results were exactly what we anticipated due to the success of our print and proxy service offerings as well as the introduction of our transfer agent service.” The Company operates its transfer agent business under the brand Direct Transfer.

About Issuer Direct Corporation:

Issuer Direct Corporation ("IDC") is a market leader and innovator in public company products and services. As an issuer services focused company, Issuer Direct alleviates the complexity of maintaining compliance through integrated products and services that help companies produce and distribute their financial and business communications both online and in print. As a shareholder compliance company; Issuer Direct is dedicated to assisting corporate issuers in an ever-changing regulatory environment and to comply with the myriad of rules imposed by regulatory bodies.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act") (which Sections were adopted as part of the Private Securities Litigation Reform Act of 1995). Statements preceded by, followed by or that otherwise include the words "believe," "anticipate," "estimate," "expect," "intend," "plan," "project," "prospects," "outlook," and similar words or expressions, or future or conditional verbs such as "will," "should," "would," "may," and "could" are generally forward-looking in nature and not historical facts. These forward looking statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, perfor mance or achievements to be materially different from any anticipated results, performance or achievements. We disclaim any intention to, and undertake no obligation to, revise any forward-looking statements, whether as a result of new information, a future event, or otherwise. For additional risks and uncertainties that could impact our forward-looking statements, please see the Company's Annual Report on Form 10-K for the year ended December 31, 2008, including but not limited to the discussion under "Risk Factors" therein, filed with the SEC, which you may view at www.sec.gov.

Unaudited Selected Financial Data

	Three months ended				Six months ended
	June 30				June 30
Revenue Streams	2009		2008		2009		2008
Compliance and reporting services	$	198,160	$	185,610	$	394,020	$	367,074
Printing and financial communication		189,520		169,898		294,607		239,661
Fulfillment and distribution		144,935		80,391		285,039		114,614
Software licensing		63,487		14,900		80,919		22,800
Transfer agent services		169,706		––		183,756		––
Total	$	765,808	$	450,799	$	1,238,341	$	744,149

Issuer Direct Corporation

Unaudited Consolidated Statements of Operations

	For the Three Months Ended						For the Six Months Ended
	June 30			June 30			June 30			June 30
	2009			2008			2009			2008
Revenues
Compliance and reporting services	$	198,160		$	185,610		$	394,020		$	367,074
Printing and financial communication		189,520			169,898			294,607			239,661
Fulfillment and distribution		144,935			80,391			285,039			114,614
Software licensing		63,487			14,900			80,919			22,800
Transfer agent services		169,706			––			183,756			––
Total		765,808			450,799			1,238,341			744,149
Cost of services		271,041			284,195			485,041			421,917
Gross profit		494,767			166,604			753,300			322,232
Operating costs and expenses
General and administrative		138,527			403,881			240,125			864,756
Sales and marketing expenses		77,391			112,768			132,381			163,543
Depreciation and amortization		9,932			4,831			19,264			9,674
Total operating costs and expenses		225,850			521,480			391,770			1,037,973
Net operating income (loss)		268,917			(354,876	)		361,530			(715,741	)
Other income (expense):
Interest income (expense), net		(65	)		22,051			(1,336	)		(5,624	)
Total other income (expense)		(65	)		22,051			(1,336	)		(5,624	)
Net income (loss)	$	268,852		$	(332,826	)	$	360,194		$	(721,365	)
Income (loss) per share - basic	$	0.02		$	(0.02	)	$	0.02		$	(0.04	)
Income (loss) per share - fully diluted	$	0.02		$	(0.02	)	$	0.02		$	(0.04	)
Weighted average number of common shares outstanding - basic		6,748,783			17,243,658			16,187,857			17,028,250
Weighted average number of common shares outstanding - fully diluted		16,751,905			17,243,658			16,191,362			17,028,250

Issuer Direct Corporation

Unaudited Consolidated Balance Sheets

	June 30,			December 31,
	2009			2008
ASSETS
Current assets:
Cash and cash equivalents	$	185,380		$	50,367
Accounts receivable, ( net of allowance for doubtful accounts of $45,586 and $43,764, respectively)		261,281			165,681
Security deposits		6,242			6,242
Other current assets		26,766			2,855
Total current assets		479,669			225,145
Furniture, equipment and improvements, (net of accumulated depreciation of $12,699 and $43,201, respectively)		22,051			15,987
Other long term assets		––			2,000
Intangible assets, (net of accumulated amortization and impairment of $184,167 and $170,500, respectively)		134,029			147,695
Total assets	$	635,749		$	390,827
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable	$	80,255		$	143,560
Accrued expenses		97,663			128,050
Note payable – related party		73,525			73,525
Notes payable – other		25,000			64,828
Total liabilities		276,443			409,963
Stockholders' equity (deficit):
Preferred stock, $1.00 par value, 10,000,000 shares authorized		5			7
Series A, 60 shares designated, 5 and 7 shares issued and outstanding as June 30, 2009 and December 31, 2009
Series B, 476,200 shares designated; no shares issued and outstanding
Common stock $.01 par value, 100,000,000 shares authorized,
16,754,717 and 18,834,717shares issued and outstanding as of June 30, 2009 and December 31, 2008, respectively.		16,754			18,834
Additional paid-in capital		1,461,338			1,441,006
Treasury stock, at cost, 4,495 shares		(4,236	)		(4,236	)
Accumulated deficit		(1,114,555	)		(1,474,747	)
Total stockholders' equity (deficit)		359,306			(19,136	)
Total liabilities and stockholders’ equity (deficit)	$	635,749		$	390,827

Issuer Direct Corporation

Unaudited Consolidated Statement of Cash Flows

	Six months ended
	June 30,
	2009			2008
Cash flows from operating activities:
Net income (loss)	$	360,194		$	(721,365	)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization		19,264			9,674
Bad debt expense		26,963			––
Stock-based expenses		––			630,899
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(122,564	)		(98,424	)
Decrease (increase) in deposits and prepaids		(21,911	)		(1,076	)
Increase (decrease) in accounts payable		(63,305	)		120,626
Increase (decrease) in accrued expenses		(5,389	)		18,045
Net cash provided by (used in) operating activities		193,252			(41,621	)
Cash flows from investing activities:
Purchase of property and equipment		(11,661	)		––
Net cash used in investing activities		(11,661	)		––
Cash flows from financing activities:
Repurchase of common stock		(6,750	)		––
Proceeds from sale of common stock		––			50,000
Repayments of notes payable		(39,828	)		(10,355	)
Net cash provided by (used in) financing activities		(46,578	)		39,645
Net change in cash		135,013			(1,976	)
Cash – beginning		50,367			39,318
Cash – ending	$	185,380		$	37,342
Supplemental disclosure for non-cash investing and financing activities:
Cash paid for interest	$	1,192		$	1,515
Cash paid for income taxes	$	––		$	––
Non-cash activities:
Accrued expenses settled by issuance of shares	$	25,000		$	71,000
Common shares issued for preferred shares	$	2			––