8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 8-K

______________

CURRENT REPORT

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

Date of Report (Date of earliest event reported): May 4, 2010

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Issuer Direct Corporation

(Exact name of registrant as specified in its charter)

______________

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))

Item2.02 — Results of Operations and Financial Condition.

On May 4, 2010, Issuer Direct Corporation (the “Company”) issued a press release reporting the Company’s result for the quarter ended March 31, 2010. The press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

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 Press Release issued by the Company on May 4,2010.

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
Date: May 4, 2010	By:	/s/ Brian R. Balbirnie
		Brian R. Balbirnie Chief Executive Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press Release issued by the Company on May 4, 2010.

EX-99.1

Exhibit 99.1

ISSUER DIRECT REPORTS RESULTS FOR THE FIRST QUARTER OF 2010

CARY, N.C., May 4, 2010 (GLOBE NEWSWIRE) -- Issuer Direct Corporation (OTC: ISDR- News), a market leader and innovator of unified regulatory, disclosure and compliance solutions, today announced the financial results for the quarter ended March 31, 2010. Additionally, the company anticipates filing its quarterly report including its financials in eXtensible Business Reporting Language (xBRL) with the Securities and Exchange Commission before market close today.

Revenues for the quarter ended March 31, 2010 increased 28% to $605,081 compared to $472,538 in the same period in fiscal 2009.  The increase in revenue was primarily due to an increase in transfer agent services of $118,356 and an increase in software licensing of $50,329.  Gross profit for the quarter ended March 31, 2010 increased 57% to $405,826 compared to $258,537 in the same period in fiscal 2009. Wes Pollard, Chief Financial Officer of Issuer Direct said, “The increase in revenue along with the improvement in gross profit during the first quarter of 2010 as compared to the same period of 2009 further validates the company’s ability to expand the business while strategically shifting resources and revenue to our higher margin services.”

Net income for the quarter ended March 31, 2010 was $134,664, or $0.01 per share, including non-cash interest charges of $35,179 incurred upon the conversion of notes payable into shares of the company; as compared to $91,345, or $0.01 per share, in the comparable period of 2010.

Mr. Pollard went on to say, “We are very encouraged by the first quarter results.  We achieved significant revenue from all of our service offerings, which is consistent with our mission to provide a complete set of solutions for corporate issuers.”

Highlights for the first quarter of 2010:

-   Increased revenue by 28% as compared to the same period of fiscal 2009

-   Gross margin increased to 67% as compared to 55% in the same period of fiscal 2009

-   Net income was $134,664 compared to $91,345 in the same period of 2009

-   Working capital improved to $426,233 at March 31, 2010 compared to $138,505 at December 31, 2009

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.

The Issuer Direct logo is available at http://www.globenewswire.com/newsroom/prs/?pkgid=4547

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, performance or achievements to be material ly 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, 2009, including but not limited to the discussion under "Risk Factors" therein, filed with the SEC, which you may view at http://www.sec.gov.

ISSUER DIRECT CORPORATION

CONSOLIDATED BALANCE SHEETS

(UNAUDITED)

	March 31,			December 31,
	2010			2009
ASSETS
Current assets:
Cash and cash equivalents	$	315,380		$	146,043
Accounts receivable, (net of allowance for doubtful accounts of $48,210 and $16,785, respectively)		197,591			152,069
Security deposits		6,242			6,242
Other current assets		19,008			19,201
Total current assets		538,221			323,555
Furniture, equipment and improvements, (net of accumulated depreciation of $20,620 and $18,316, respectively)		23,480			21,087
Intangible assets, (net of accumulated amortization and impairment of $74,667 and $67,833, respectively)		113,529			120,363
Total assets	$	675,230		$	465,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	61,542		$	51,715
Accrued expenses		50,446			59,810
Note payable – related party		—			73,525
Total liabilities		111,988			185,050
Stockholders’ equity:
Preferred stock, $1.00 par value, 10,000,000 shares authorized – Series A, 60 shares designated, 31 and 5 shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively,  Series B, 476,200 shares designated; no shares issued and outstanding		31			5
Common stock $.001 par value, 100,000,000 shares authorized, 17,435,312 and 16,826,342 shares issued and outstanding as of March 31, 2010 and December 31, 2009, respectively.		17,435			16,826
Additional paid-in capital		1,611,685			1,463,697
Accumulated deficit		(1,065,909	)		(1,200,573	)
Total stockholders’ equity		563,242			279,955
Total liabilities and stockholders’ equity	$	675,230		$	465,005

ISSUER DIRECT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	Three Months Ended March 31,
	2010			2009
Revenues
Compliance and reporting services	$	163,196		$	195,859
Printing and financial communication		114,108			105,086
Fulfillment and distribution		127,604			140,105
Software licensing		67,767			17,438
Transfer agent services		132,406			14,050
Total		605,081			472,538
Cost of services		199,255			214,001
Gross profit		405,826			258,537
Operating costs and expenses
General and administrative		160,301			101,600
Sales and marketing expenses		64,192			54,990
Depreciation and amortization		11,399			9,331
Total operating costs and expenses		235,892			165,921
Net operating income (loss)		169,934			92,616
Other income (expense):
Interest expense		(35,270	)		(1,271	)
Total other income (expense)		(35,270	)		(1,271	)
Net income (loss) before taxes	$	134,664		$	91,345
Income tax expense (benefit)		-			—
Net income (loss)	$	134,664		$	91,345
Income (loss) per share – basic	$	0.01		$	0.01
Income (loss) per share - diluted	$	0.01		$	0.01
Weighted average number of common shares outstanding - basic		16,843,108			17,631,384
Weighted average number of common shares outstanding - diluted		16,887,181			17,676,941

ISSUER DIRECT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Three months ended March 31,
	2010			2009
Cash flows from operating activities:
Net income (loss)	$	134,664		$	91,345
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		11,399			9,331
Bad debt		32,111			10,344
Non-cash interest expense		34,179			––
Stock-based compensation		27,000			––
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(77,633	)		27,362
Decrease (increase) in deposits and prepaids		193			(3,878	)
Increase (decrease in accounts payable		9,827			(11,586	)
Increase (decrease) in accrued expenses		4,555			(18,261	)
Net cash provided by (used in) operating activities		176,295			104,657
Investing activities
Purchase of property and equipment		(6,958	)		(1,974	)
Net cash used by investing activities		(6,958	)		(1,974	)
Financing activities
Repurchase of common stock		––			(6,750	)
Repayments of notes payable		––			(37,430	)
Net cash provided by (used in) financing activities		––			(44,180	)
Net change in cash		169,337			58,503
Cash - beginning		146,043			50,367
Cash - ending	$	315,380		$	108,870
Supplemental disclosure for non-cash investing and financing activities:
Cash paid for interest	$	––		$	579
Cash paid for income taxes	$	––		$	––
Non-cash activities:
Accrued expenses settled by issuance of common shares	$	––		$	25,000
Related party notes payable and accrued interest converted to common shares	$	59,666		$	––
Related party notes payable and accrued interest converted to preferred shares		27,780			––

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