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): November 8, 2010

______________

Issuer Direct Corporation

(Exact name of registrant as specified in its charter)

______________

Delaware	1-10185	26-1331503
(State or other jurisdiction	(Commission	(I.R.S. Employer
of incorporation)	File Number)	Identification No.)

500 Perimeter Park Drive Suite D, Morrisville, North Carolina 27560

(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 November 8, 2010, Issuer Direct Corporation (the “Company”) issued a press release reporting the Company’s results for the quarter ended September 30, 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 November 8,2010.

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: November 8, 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 November 8, 2010.

EX-99.1

Exhibit 99.1

Issuer Direct Reports Third-Quarter Fiscal Year 2010 Results

2010 third quarter revenue increased by 24% compared to same period 2009

MORRISVILLE, N.C., November 8, 2010 (GLOBE NEWSWIRE) -- Issuer Direct Corporation (OTC: ISDR- News), a market leader and innovator of unified regulatory, disclosure and compliance solutions, today reported financial results for the third quarter ended September 30, 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.

Highlights for the Third Quarter:

● Increased revenue by 24% as compared to the same period of fiscal 2009.

● Non-GAAP net income was positive for the quarter.

● Transfer Agent business segment increased by 447% as compared to the same period of fiscal 2009.

● More than tripled cash reserves for the period ended September 30, 2010 as compared to December 31, 2009.

● Expanded Corporate Headquarters during the quarter to a new 16,079 square foot facility in North Carolina.

Financial Results

In the third quarter of fiscal 2010, Issuer Direct achieved revenues of $403,991, compared to $326,433 in the third quarter of fiscal 2009, representing a growth of 24% in revenue for the period. Revenue for the nine months ended September 30, 2010 increased 115% to $3,368,722 as compared to $1,564,777 in the same period of 2009.  The increase in revenue during the third quarter of 2010 as compared to the same period in 2009 is primarily due to the continued growth of the Company’s transfer agent business, which increased by 447% as compared to the same period in 2009. Gross profit for the quarter ended September 30, 2010 was $212,933 as compared to $180,942 in the same period of 2009.

The Company reported a net loss for the quarter ended September 30, 2010 of $40,772 or $0.00 per share, as compared to a net loss of $9,958, or $0.00 per share in the same period of 2009.  The Company reported net income for the nine months ended September 30, 2010 of $222,735, or $0.01 per share, as compared to $350,236, or $0.02 per share, in the same period of 2009.

“While we are pleased with the third quarter’s increase in revenue, we are equally happy that this quarter represents our tenth quarter of year over year growth since the beginning of 2008,” stated Brian Balbirnie, Chief Executive Officer of Issuer Direct. Mr. Balbirnie went on to say, “We are beginning to see an upturn in activity in our financial reporting segment due to the interest in XBRL for both Issuers and Funds, and as the deadline nears we should see substantial increases in top line revenues and segment margin improvement because of this regulatory deadline.”

During the quarter ended September 30, 2010, the Company successfully completed the relocation to their new corporate headquarters at 500 Perimeter Park, Suite D, Morrisville, NC.  The new corporate office is over 16,000 square feet, and will be sufficient to handle the next phase of the Company’s growth.  Coincident to the relocation and over the past thirty days the company has added ten employees to its sales group and transfer agent business segment; bringing the total headcount to 25.

Non-GAAP Results

The Company reported non-GAAP net income during the quarter ended September 30, 2010 of $10,321, or $0.00 per share, as compared to non-GAAP net income of $6,875, or $0.00 per share, as compared to the same period of 2009.  The Company reported non-GAAP net income during the nine months ended September 30, 2010 of $366,673, or $0.02 per share, as compared to non-GAAP net income of $380,736, or $0.02 per share, during the same period of 2009.  Please refer to the attached reconciliations of non-GAAP financial measures referred to in this release to the most directly comparable GAAP measures.

Non-GAAP Information

Certain non-GAAP financial measures are included in this press release. In the calculation of these measures, the Company generally excludes certain items such as amortization and impairment of acquired intangibles, non-cash stock-based compensation charges, and unusual, non-recurring gains and charges. The Company believes that excluding such items provides investors and management with a representation of the Company's core operating performance and with information useful in assessing its prospects for the future and underlying trends in the Company's operating expenditures and continuing operations. Management uses such non-GAAP measures to evaluate financial results and manage operations.  The release and the attachments to this release provide a reconciliation of each of the non-GAAP measures referred to in this release to the most directly comparable GAAP measure. The non-GAAP financial measures are not meant to be considered a substitute for the corresponding GAAP financial measures.

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 materially different from any anticipated results, performance or achievements. We disclaim any intention to, and undertake no obligation to, revise any forward-looking stateme nts, 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.

Contact:

Issuer Direct Corporation

Brian R. Balbirnie

919-481-4000

brian.balbirnie@issuerdirect.com

ISSUER DIRECT CORPORATION

CONSOLIDATED BALANCE SHEETS

	September30,			December 31,
	2010			2009
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	495,325		$	146,043
Accounts receivable (net of allowance for doubtful accounts of $50,053 and $16,785, respectively)		138,966			152,069
Other current assets		26,003			25,443
Total current assets		660,294			323,555
Furniture, equipment and improvements (net of accumulated depreciation of $28,739 and $18,316, respectively)		54,039			21,087
Intangible assets (net of accumulated amortization of $50,333 and $67,833, respectively)		97,863			120,363
Other noncurrent assets		15,576			-
Total assets	$	827,772		$	465,005
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable	$	84,180		$	51,715
Accrued expenses		38,464			59,810
Notes payable – related party		-			73,525
Total current liabilities		122,644			185,050
Other long term liabilities		1,918			-
Total liabilities		124,562			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 September 30, 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, 17,635,312 and 16,826,342 shares issued and outstanding as of September 30, 2010 and December 31, 2009, respectively.		17,635			16,826
Additional paid-in capital		1,663,382			1,463,697
Accumulated deficit		(977,838	)		(1,200,573	)
Total stockholders' equity		703,210			279,955
Total liabilities and stockholders’ equity	$	827,772		$	465,005

ISSUER DIRECT CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(UNAUDITED)

	For the Three Months Ended						For the Nine Months Ended
	September 30			September 30			September 30			September 30
	2010			2009			2010			2009
Revenues	$	403,991		$	326,433		$	3,368,722		$	1,564,777
Cost of services		191,058			145,491			2,303,414			630,532
Gross profit		212,933			180,942			1,065,308			934,245
Operating costs and expenses
General and administrative		180,961			130,069			546,940			370,198
Sales and marketing expenses		73,842			52,609			241,353			184,990
Impairment charges		4,000			-			4,000			-
Depreciation and amortization		7,344			9,304			28,924			28,568
Total operating costs and expenses		266,147			191,982			821,217			583,756
Net operating income (loss)		(53,214	)		(11,040	)		244,091			350,489
Other income (expense):
Interest income (expense), net		12,442			1,082			(21,356	)		(253	)
Total other income (expense)		12,442			1,082			(21,356	)		(253	)
Net income (loss)	$	(40,772	)	$	(9,958	)	$	222,735		$	350,236
Income (loss) per share - basic	$	(0.00	)	$	(0.00	)	$	0.01		$	0.02
Income (loss) per share - fully diluted	$	(0.00	)	$	(0.00	)	$	0.01		$	0.02
Weighted average number of common shares outstanding - basic		17,592,921			16,854,717			17,312,241			17,075,999
Weighted average number of common shares outstanding - fully diluted		17,592,921			16,854,717			17,499,932			17,124,873

ISSUER DIRECT CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine months ended  September 30,
	2010			2009
Cash flows from operating activities:
Net income	$	222,735		$	350,236
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Depreciation and amortization		28,924			28,568
Bad debt expense		44,061			29,680
Impairment charges		4,000			-
Non-cash interest expense		34,178			-
Stock-based expense		78,898			10,000
Changes in operating assets and liabilities:
Decrease (increase) in accounts receivable		(30,958	)		(23,371	)
Decrease (increase) in deposits and prepaids		(16,136	)		(14,557	)
Increase (decrease) in accounts payable		32,465			(92,596	)
Increase (decrease) in accrued expenses		(5,509	)		(37,910	)
Net cash provided by operating activities		392,658			250,050
Cash flows from investing activities:
Purchase of property and equipment		(43,376	)		(13,142	)
Net cash used in investing activities		(43,376	)		(13,142	)
Cash flows from financing activities:
Repurchase of common stock		-			(6,750	)
Repayments of notes payable		-			(64,828	)
Net cash used in financing activities		-			(71,578	)
Net change in cash		349,282			165,330
Cash – beginning		146,043			50,367
Cash – ending	$	495,325		$	215,697
Supplemental disclosure for non-cash investing and financing activities:
Cash paid for interest	$	518		$	1,192
Cash paid for income taxes	$	-		$	-
Non-cash activities:
Accrued expenses settled by issuance of 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		$	-

ISSUER DIRECT CORPORATION

RECONCILATION OF SELECTED GAAP MEASURES TO NON-GAAP MEASURES

	Three Months Ended September 30,
	2010						2009
	Amount			Per diluted share			Amount			Per diluted share
Net loss	$	(40,772	)	$	(0.00	)	$	(9,958	)	$	(0.00	)
Adjustments:
Amortization of intangible assets and impairment charges (1)		8,833			0.00			6,833			0.00
Stock based compensation (2)		33,898			0.00			10,000			0.00
Moving expenses (3)		8,362			0.00			-			-
Non-GAAP net income	$	10,321		$	0.00		$	6,875		$	0.00

	Nine Months Ended September 30,
	2010				2009
	Amount		Per diluted share		Amount		Per diluted share
Net income	$	222,735	$	0.01	$	350,236	$	0.02
Adjustments:
Amortization of intangible assets and impairment charges (1)		22,500		0.00		20,500		0.00
Stock based compensation (2)		78,898		0.00		10,000		0.00
Moving expenses (3)		8,362		0.00		-		-
Non-cash interest expense (4)		34,178		0.00		-		-
Non-GAAP net income	$	366,673	$	0.02	$	380,736	$	0.02

(1)   The adjustments represent the amortization and impairment of intangible assets related to acquired companies.

(2)   The adjustments represent stock-based compensation expense recognized related to awards of stock options or common stock in exchange for services.

(3)   The adjustments represent moving expenses incurred related to the relocation to our new headquarters in September 2010.

(4)   The adjustments represent non-cash interest expense incurred upon the conversion of notes payable into shares of the company for the value of the shares received in excess of the carrying value of the notes payable and accrued interest.

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