|UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________FORM 10-KANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934FOR THE FISCAL YEAR ENDEDMARCH 31, 2011COMMISSION FILE NO. 333-43664INVESTORS CAPITAL HOLDINGS, LTD.(Exact name of registrant as specified in its charter)
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|DELAWARE(State or other jurisdiction ofincorporation or organization) | 04-3284631(I.R.S.EmployerIdentification No.)
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230 Broadway EastLynnfield, Massachusetts 01940(781) 593-8565(Address, including zip code, and telephone number, including area code,of Registrant's principal executive offices)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

Title of Each Class

   Name of Each Exchange on Which RegisteredCommon Stock, $0.01 par value

   NYSE-Amex




SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:



|None(Title of class)
|--------------------



Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]



Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes [ ] No [X]



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X]

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|INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011
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Indicate by check mark whether the registrant is an accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act).

Large accelerated filer [ ]

   Accelerated filer [ ]Non-accelerated filer [ ]

   Smaller reporting company [X]Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

   Yes [ ]

   No [X]




The aggregate market value of the shares of the registrant's common equity held by non-affiliates, computed by reference to the price at which the common equity was last sold, as of the last business day of the registrant's most recently completed second fiscal quarter, was $12,568,461.

As of May 11, 2011, there were outstanding 6,614,374 shares of the $0.01 par value per share Common Stock of the registrant.

Document incorporated by reference: Portions of the Registrant’s Proxy Statement for its 2011 Annual Meeting of stockholders are incorporated by reference into Part III of this Form 10-K.

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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



|THE COMPANY
|-----------

Investors Capital Holdings, Ltd. and its wholly-owned subsidiaries are often referred to in this report, both individually and collectively, as the "Company" or with terms such as "we", "us", "our" and the like. When being referred to individually without reference to the other components of the Company, Investors Capital Holdings, Ltd. and its wholly-owned subsidiaries, Investors Capital Corporation, ICC Insurance Agency, Inc. and Investors Capital Holdings Securities Corporation, are often referred to in this report as "ICH", "ICC", “ICC Insurance” and “ICH Securities”, respectively.



|FORWARD-LOOKING STATEMENTS
|--------------------------

The statements, analyses, and other information contained herein relating to trends in our operations and financial results, the markets for our products, the future development of our business, and the contingencies and uncertainties to which we may be subject, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Such statements are made based upon management's current expectations and beliefs concerning future events and their effects on the Company. Our actual results may differ materially from the results anticipated in these forward-looking statements.

These forward-looking statements are subject to risks and uncertainties including, but not limited to, those described and discussed in this report and other documents filed by the Company with the United States Securities and Exchange Commission (the “SEC”). We specifically disclaim any obligation to update or revise any forward-looking information, whether as a result of new information, future developments, or otherwise.



|PART I
|------



|ITEM 1. BUSINESSOVERVIEW
|------------------------

Incorporated in 1995, ICH is a financial services holding company that operates primarily through its wholly-owned broker-dealer and registered investment advisor subsidiary, Investors Capital Corporation (“ICC”). ICC provides to investors:

- Broker-dealer servicesprimarily in support of trading and investment in securities such as corporate stocks and bonds, U.S. Government securities, municipal bonds, mutual funds, variable annuities, alternative investments and variable life insurance, including provision of market information, internet trading and portfolio tracking facilities and records management, and
- Investment advisory services, including asset management, conducting business as Investors Capital Advisory Services (“ICA”).

Financial information pertaining to the Company for the fiscal years ended March 31, 2011 and 2010 is included in Part II of this document including, without limitation, financial statements and supplementary data in Item 8 thereof. See Part II, Item 8, Footnote 14 – “Segment Information” for information concerning each of the segments of the Company’s business with respect to the fiscal years ended March 31, 2011 and 2010, including revenues from external customers, a measure of profit or loss, and total assets.

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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



|BROKER-DEALER SERVICESInvestors Capital Corporation
|---------------------------------------------------

ICC is registered as a securities broker-dealer with the Financial Industry Regulatory Authority ("FINRA"), the SEC, the Municipal Securities Rule Making Board ("MSRB") and the Securities Investor Protection Corporation ("SIPC"). Headquartered in Lynnfield, Massachusetts, the wholly-owned subsidiary of ICH also is duly registered and doing business as a broker-dealer in all 50 states, the Commonwealth of Puerto Rico and the District of Columbia. ICC makes available multiple investment products and provides support, technology and back-office services to a network of producing (non-staff) independent registered representatives, of which there were 519 at March 31, 2011. Broker-dealer commissions and investment advisory fees generated by ICC's registered representatives represented the bulk of the Company's total revenues for the fiscal year ended March 31, 2011.

Broker-Dealer Representatives

Our independent representatives are duly registered under federal and state law to offer and provide broker-dealer services to investors through ICC. Depending upon their activities, they also may be required to qualify and register as investment advisor representatives (see “INVESTMENT ADVISORY SERVICES”, below). Our training programs for representatives emphasize the long-range aspects of financial planning and investment. We believe that the continuing education and support we provide to our registered representatives enable them to better inform and serve their clients.

Attracting and retaining experienced, productive registered representatives is an integral part of our growth strategy. Once recruited, we focus on enhancing our representatives' professional knowledge, skills and value to their clients.

We offer prospective representatives an attractive commission payout and the independence of owning and operating their own offices. Our representatives generally pay the costs associated with their offices and operations, while we concentrate on providing technical, regulatory, supervisory, compliance and other support services to our independent investment professionals. This allows expansion of our operations with relatively minimal capital outlay.

Compensation to Representatives

Commission payouts to our registered representatives are negotiated and generally represent a percentage of the gross dealer concession generated by them. Representatives grant to us the right to offset against commissions certain losses we may sustain as a result of their actions, errors or omissions. Our agreements with our representatives are terminable by either party with or without cause.

Support to Representatives

We provide a variety of services and products to our representatives to enhance their professionalism and productivity.

Technology Resources.Our technology offerings, including a client and enterprise website, enable our representatives and/or their clients to perform many tasks on-line, including:

- Opening of new accounts
- Monitoring of existing accounts
- Updating of client accounts
- Initiating and executing trading activities
- Viewing and downloading commission data



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

- Locating and exploring financial products
- Downloading client data
- e-Delivery of statements and confirmations
- Researching reports or inquiries on companies, securities and other financial topics

Approved Investment Products.Our representatives offer a wide variety of ICC-approved investment products to their clients that are sponsored by well-respected, financially sound companies. We follow a selective process in determining approved products to be offered to clients by our representatives, and we periodically review the product list for continued maintenance or removal of approved status.

Marketing.We provide advertising and public relations assistance to our representatives to enhance their profile, public awareness and professional stature in the public's eye, including FINRA-approved marketing materials, corporate and product brochures, client letters and website assistance.

Supervision/Compliance.We maintain comprehensive broker-dealer and investment advisor compliance programs. Our home office licensing, compliance and risk management staffs include three dedicated attorneys. We also retain experienced supervisors in FINRA-recognized Offices of Supervisory Jurisdiction at our home office and in field offices across the country that are charged with compliance responsibilities for defined groups of registered representatives including, in particular, newly-affiliated representatives.

In this period of rapid regulatory change, we closely supervise and monitor the activities of our representatives to manage risk and enhance compliance with applicable laws, rules and regulations including anti-money laundering and other programs required by the USA Patriot Act. Our compliance efforts are increasingly assisted by computer systems, programs and reports, including routine internal auditing of trading and investment activity.

Our representatives seek and value assistance in the area of compliance. Keeping in step with the latest industry regulations, our compliance department provides to our representatives, among other things:

- Advertising and sales literature review
- Field inspections, followed up with written findings and remediation programs
- In-house publications, conference calls, webinars, workshops, seminars and other communications on compliance topics
- Assistance with customer complaints and regulatory inquiries
- Training at regional and national meetings
- IT tools designed to enhance compliance review and communication
- Interpretation of rules and regulations and general compliance training

Clearing.We utilize the services of Pershing LLC, a subsidiary of Bank of New York Mellon, on a fee-for-service basis to provide orderly processing and clearing of most of our brokerage securities transactions. Services provided by Pershing include billing and credit extension, as well as control, receipt, custody and delivery of customer securities and funds.

INVESTMENT ADVISORY SERVICES

Investors Capital Advisory Services

The Company’s investment advisory business is conducted through our broker-dealer subsidiary, ICC, doing business as Investors Capital Advisory Services (“ICA”).



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Investment Advisor Representatives

Each of our investment advisor representatives must satisfy licensing requirements of the states in which they operate prior to providing investment advisory services. As of March 31, 2011 367 independent investment advisor representatives registered with the various state securities departments were affiliated with ICA, which is consistent with the year earlier.

Asset Allocation Strategy

Our investment advisor representatives often provide advisory services through our representative-directed program where the asset allocation is performed directly by the independent representative. Our asset allocation strategy is based on the principle that, by investing in a combination of asset classes, risk may be reduced while seeking enhanced returns. Combining asset classes that typically do not fluctuate in tandem may lower the volatility of the customer's investment portfolio while providing the potential for long-term returns. In implementing a personalized asset allocation strategy for each customer:

- The customer's risk tolerance, investment goals, age, time horizon, investment experience and financial and personal circumstances are determined using detailed questionnaires that are completed during personal interviews. Based upon these data, an overall investment allocation among stocks, bonds, cash and/or other investment products is fashioned.
- Specific investment vehicles believed to be appropriate for the particular customer and investment allocation are selected from a universe of Company-approved mutual funds, variable annuities, individual securities and other investment products.
- Following investment in the selected securities, portfolio performance is monitored and periodically communicated to the client, and changes to the portfolio are made from time to time based upon performance, the customer's financial situation, goals and risk tolerance and other relevant factors.

Fee-Based Compensation Structure

In conformity with the requirements of the Investment Advisors Act of 1940 (the “Advisors Act”), compensation for our investment advisory services consists of an annual fee, assessed and earned quarterly, as a percentage of assets under management rather than a transaction-based commission or performance fee.

INSURANCE OPERATIONS

In certain states a licensed insurance entity is required for ICC representatives to sell life insurance and annuity products to their clients. Accordingly, the Company operates ICC Insurance Agency, Inc., a wholly-owned subsidiary of ICH that is duly licensed for such purposes in states in which such licensing is required. All revenue realized by this entity flows through as revenue to ICC.

ICH SECURITIES

ICH Securities holds cash for Company tax benefit purposes at the Massachusetts state level.

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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

OUR STRATEGY

Key elements of our strategy to achieve our corporate objectives include:

- Recruit and retain high quality registered representatives.Our business model stresses recruitment and retention of capable, experienced independent representatives possessing theprofessional qualifications, knowledge and judgment to render superior broker-dealer and investment advisory services to their customers.
- Increase brand awareness; expand business presence.We strive to increase our brand recognition to attract new clients and representatives by building market awareness, educating the investing public and maintaining customer loyalty through direct marketing, advertising through our marketing department, use of our web site, various public relations programs, web and live seminars, and/or advertising media such as print, radio and television.
- Provide value-added services to our clients.We provide our clients with access to a pool of well- trained representatives, access to up-to-date market and other financial information, and direct access to our trade desk that is online with various stock exchanges and institutional buyers and sellers. We also provide trading before and after traditional market hours to our clients.
- Grow recurring revenues.We recognize the trend toward increased investment advisory business and are focused on building our fee based investment advisory business when it serves the interests of our clients. While advisory accounts generate substantially lower first year revenue than most commission products, the recurring nature of advisory fees provides a foundation for accelerating future revenue growth.
- Create technologically innovative solutions to satisfy client needs.We continue to pursue additional technologies to service the rapidly evolving financial services industry. We continually seek to enhance our web site to augment our clients’ ability to trade equity securities efficiently via the Internet, to monitor on-line the history and current status of their accounts at any time, and to access financial and other pertinent information. Also, we assist our representatives in developing personalized Internet web sites to provide their clients with a secure and private interface directly to our proprietary client web site. This allows clients to perform market research, buy and sell securities on-line, monitor their accounts and utilize financial calculators.
- Provide technological solutions to our representatives. We believe that it is imperative that we provide state-of-the-art technology to our employees and independent registered representatives to effectively facilitate, measure and record business activity in a timely, accurate and efficient manner. We seek to achieve economies of scale and optimize the experience of our representatives by providing them with increasingly capable technology platforms.
- Expand our product and service offering through strategic relationships.We continue to pursue business alliances to increase trading volume, capitalize on cross-selling opportunities, create additional markets for our asset management programs and mutual fund sales, take advantage of emerging market trends, create operational efficiencies and further enhance our name recognition.

COMPETITION

Our competitors vary in size, resources and breadth of services offered. We encounter direct and indirect competition from numerous established financial services companies, including firms that offer full-commission and discount brokerage, investment advisory, and financial planning services, increasingly based on the independent representative model. Many of our competitors are owned by insurance companies, banks and other large financial institutions.

Many competitors, alone or in conjunction with their parent corporations, have greater financial, technical, marketing and other resources, offer a wider range of services and financial products, and have greater name recognition and more extensive client bases.

We seek to compete through the quality of our registered representatives, a premier level of service to our representatives, and the breadth and depth of brokerage and advisory products and services we offer.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

We believe that our ability to compete depends upon many factors both within and outside our control, including:

- Our ability to attract and retain a network of experienced investment professionals
- The effectiveness, ease of use, performance and features of our technology and services
- The price and quality of our services and overall client satisfaction
- The volatility and performance of financial markets and the world economy
- Our ability to service our clients effectively and efficiently
- Our reputation in the financial services industry
- Our ability to foster compliance with applicable laws and regulations by employees and independent representatives



|HOW WE ARE REGULATEDBroker-Dealer Regulation
|--------------------------------------------

The securities industry is subject to extensive regulation under both federal and state law. The SEC is the federal agency responsible for administering the federal securities laws that apply to broker-dealers. ICC is a broker-dealer registered with the SEC. In addition to complying with the voluminous and complex rules set out in applicable statutes, including the Securities Act of 1933 and Securities Exchange Act of 1934 (as amended, the “Securities Act” and “Exchange Act”, respectively), and rules regulations promulgated thereunder, every registered broker-dealer that conducts business with the public is required to be a member of and subject to the jurisdiction and rules of FINRA.

FINRA has established numerous rules applicable to broker-dealers, including conduct rules for securities transactions among broker-dealers and private investors, trading rules for the over-the-counter markets and operational rules for its member firms. FINRA conducts examinations of member firms, investigates possible violations of the federal securities laws and its own rules and conducts disciplinary proceedings involving member firms and associated individuals. FINRA administers qualification testing for all securities principals and registered representatives for its own account and on behalf of the state securities authorities. We are also subject to regulation under state law. We are currently registered as a broker-dealer in all 50 states, Puerto Rico and the District of Columbia.

The SEC and other regulatory bodies in the United States have rules with respect to net capital requirements that affect our broker-dealer subsidiary. These rules are designed to ensure that broker-dealers maintain adequate capital in relation to their liabilities, depending upon the types of securities business conducted and the size of their customer business. These rules have the effect of requiring that a substantial portion of a broker-dealer's assets be kept in cash or highly liquid investments. Failure to maintain the required net capital may subject a firm to suspension or revocation of its registration with the SEC and suspension and expulsion by the FINRA and other regulatory bodies, and ultimately may require its liquidation. Additional legislation, changes in rules promulgated by the SEC and by self-regulatory bodies and changes in the interpretation or enforcement of existing laws and rules often directly affects the method of operation and profitability of broker-dealers. The SEC and the self-regulatory bodies may conduct administrative proceedings which can result in censure, fine, suspension or expulsion of a broker-dealer, its officers, employees or registered representatives.

Registered Investment Advisor Regulation

The Advisors Act, and the rules promulgated thereunder, regulates the registration and compensation of investment advisors. Investment advisors are deemed to be fiduciaries for their clients and, as such, are held to a high standard of conduct. Investment advisors are subject to regulation and oversight by the SEC and the various states. Investment advisors are required to register with the SEC and/or appropriate state regulatory agencies, are required to periodically file reports, and are subject to periodic or special examinations. Rules promulgated under the Advisors Act govern many aspects of the investment advisory business, such as advertisements by investment advisors and the custody or possession of funds or securities of a client. Most states require registration by investment advisors, unless an exemption is available, and impose annual registration fees. Some states also impose minimum capital requirements. There can be no assurance that compliance with existing and future requirements and legislation will not be costly and time consuming or otherwise adversely impact our business in this area.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Regulations Applicable to the Use of the Internet

Due to the established popularity and use of the Internet and other online services, various regulatory authorities have adopted or are considering laws and/or regulations with respect to the internet or other online services covering issues such as user privacy, pricing, content copyrights and quality of services. In addition, the growth and development of the market for online commerce may prompt more stringent consumer protection laws that may impose additional burdens on those companies conducting business online.

The recent increase in the number of complaints by online traders could lead to more stringent regulations of online trading firms and their practices by the SEC, FINRA and other regulatory bodies. The applicability to the Internet and other online services of existing laws in various jurisdictions governing issues such as property ownership, sales and other taxes and personal privacy is also uncertain and may take years to resolve. Finally, as our services are available over the Internet in multiple states, and as we have numerous clients residing in these states, these jurisdictions may claim that we are required to qualify to conduct business as a foreign corporation in each such state. While ICC currently is registered as a broker-dealer in all 50 states, Puerto Rico and the District of Columbia, we are qualified to conduct business as a foreign corporation in only a few states. Failure by our company to qualify as a broker-dealer in other jurisdictions or as an out-of-state or "foreign" corporation in a jurisdiction where it is required to do so could subject us to taxes and penalties for the failure to qualify. Our business could be harmed by any new legislation or regulation, the application of laws and regulations from jurisdictions whose laws do not currently apply to our business or the applications of existing laws and regulations to the Internet and other online services.

EMPLOYEES

As of March 31, 2011, we had 83 full-time employees, the majority of whom are located at our principal office in Lynnfield, Massachusetts. No employee is covered by a collective bargaining agreement or is represented by a labor union. We consider our employee relations to be excellent. We also enter into independent contractor arrangements on an as-needed basis to assist with various aspects of our business.

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities Exchange Act and, in accordance therewith, files reports, proxy statements and other information with the SEC. Such reports, proxy statements and other information filed with the SEC by the Company can be inspected and copied at the public reference facilities maintained by the SEC at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC located at http://www.sec.gov.

Our website address is http://www.investorscapital.com. We make available free of charge on or through our website, our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The information found on our website is not part of this or any other report we file with or furnish to the SEC. All such documents are also available in print at no charge to any shareholder who requests them in writing to Robert Foney, Manager Corporate Communications, 230 Broadway East, Lynnfield, MA 01940.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



|EXECUTIVE OFFICERS OF THE COMPANY
|---------------------------------

The following sets forth, as of May 16, 2011, certain information with respect to each of the executive officers of ICH:

Theodore E. Charles, age 68, has served as a director and Chairman of the Board of the Company since its inception in July 1995. A founder of Investors Capital Holdings, Mr. Charles served as the Company’s Chief Executive Officer and President from 1995 until August 2009. Mr. Charles also has served as the Chief Executive Officer of ICC and the former subsidiary, Eastern Point Advisors (“EPA”), from their founding in 1994 and 1995, respectively, until August 2009. Mr. Charles served on the Board of Directors of Revere Savings Bank of Massachusetts from 1997 to 2001 and served on the Advisory Board of Danvers Savings Bank from 2001 to 2003. Mr. Charles currently holds various securities licenses, including series 6, 63, 7 and 24, has been a member of the Financial Planning Association since 1985 and formerly served as Chairman of the Shareholder Advisory Board of Life USA Insurance Company.

Timothy B. Murphy, age 46, has served as a director of the Company since July 1995. A founder of the Company, Mr. Murphy has served as President and Chief Executive Officer since August 2009. He served as Executive Vice President and Chief Financial Officer of the Company from its inception until August and December 2009, respectively, and as President of ICC since its inception. He entered the securities industry in 1991 as an operations manager in the Boston regional office of Clayton Securities. By 1994, he was serving as compliance officer of BayBanks Brokerage and a vice president of G.R. Stuart & Company, another brokerage firm. Mr. Murphy holds various securities licenses including series 4, 7, 24, 27, 53, 63 and 65.

Kathleen L. Donnelly, age 39, was promoted to Chief Financial Officer of the Company effective January 1, 2009 and serves as its principal financial officer. Prior to this appointment, Ms. Donnelly was employed by ICC as Corporate Accountant where she managed the Company’s Sarbanes-Oxley compliance readiness program and provided internal budgeting and financial analysis services. From January through April 2007, Ms. Donnelly was employed as an auditor at Nardella & Taylor, LLC, a public accounting firm. From 1997 through 2006, she was a practicing Certified Public Accountant as an Audit Manager with UHY, LLP (formerly Brown & Brown, LLP), the Company’s independent public accountants prior to the appointment of Marcum, LLP.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

None

ITEM 2. PROPERTIES.

Our principal executive offices, comprised of several office condominiums, are located in a 9,068 square foot facility at 230 Broadway, Lynnfield, MA. The Company also maintains an office in a 2,132 square foot facility at 218 Boston Street, Topsfield, MA. Both of these properties are leased from entities owned and controlled by the Chairman and principal shareholder of ICH for a combined annual rent of $291,200. The Company believes the annual base rent amounts are generally consistent with current market rates for comparable office space in the same geographic areas. The Lynnfield, MA lease was renewed and modified in October 2009 and will expire on March 31, 2015. Management believes that, while these premises are adequate for current business purposes, the Company’s need for office space could exceed the capacity of these locations in the future.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Previously, the Company leased 3,346 square feet of additional office space in a facility at Six Kimball Lane, Lynnfield, MA for approximately $70,266 per year under a lease that expired June 30, 2009. Additionally, the Company leases 1,357 square feet of office space in Miami, FL for approximately $53,927 per year under a lease expiring in November 2011.

ITEM 3. LEGAL PROCEEDINGS.

The Company operates in a highly litigious and regulated business, and the Company often is made a defendant in arbitrations and other legal proceedings that are incidental to our securities business. The Company typically vigorously contests the allegations of the complaints and believes that there are meritorious defenses in these matters. From time to time the Company also is the subject of regulatory investigations and proceedings. Counsel often is unable to confidently predict the likelihood of an outcome, whether favorable or unfavorable, in such matters because of routine and inherent uncertainties. For the majority of pending claims, the Company's current errors and omissions (E&O) policy limits the Company’s maximum exposure in any one case to $100,000. The Company also maintains a fidelity bond to protect itself from potential damages and/or legal costs related to fraudulent activities pursuant to which the Company’s exposure is usually limited to $350,000, subject to policy limitations and exclusions.

ITEM 4. [REMOVED AND RESERVED]

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

MARKET INFORMATION

ICH's common stock has been trading on NYSE AMEX / Alternext US (“Amex”) (formerly, The American Stock Exchange) under the symbol "ICH" since February 8, 2001. Prior to such date, there was no established public trading market for the common stock. As of May 11, 2011, there were 6,614,374 shares outstanding and 245 registered holders thereof.

The following table presents the high and low closing prices for the common stock of ICH on the Amex for the periods indicated:

High

   LowFiscal Year Ended March 31, 2011:January 1, 2011 through March 31, 2011

   $6.45

   $4.03October 1, 2010 through December 31, 2010

   $4.55

   $3.75July 1, 2010 through September 30, 2010

   $4.30

   $2.35April 1, 2010 through June 30, 2010

   $2.40

   $1.50Fiscal Year Ended March 31, 2010:January 1, 2010 through March 31, 2010

   $1.70

   $1.35October 1, 2009 through December 31, 2009

   $2.24

   $1.34July 1, 2009 through September 30, 2009

   $3.19

   $1.95April 1, 2009 through June 30, 2009

   $4.07

   $1.53




CASH DIVIDENDS

The Company did not pay any dividends on its common stock during the fiscal years ended March 31, 2011 and 2010.

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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

We have no current intentions of paying dividends on shares of our common stock for the foreseeable future. In addition, the terms of our bank loan agreement with Commerce Bank & Trust Company restrict our ability to pay dividends. Future dividend decisions will be based on, and affected by, a number of factors, including the operating results and financial requirements of the Company and the impact of regulatory restrictions. For further information regarding restrictions on our ability to transfer funds to our stockholders, see Part I, Item 1. “Business – How We Are Regulated” and Part II, Item 7. “Management's Discussion and Analysis – Liquidity and Capital Resources” in this Form 10-K.

SECURITIES AUTHORIZED FOR ISSUANCE UNDER COMPENSATION PLANS

The following table presents information as of March 31, 2011 with respect to compensation plans (including individual compensation arrangements) under which equity securities of the Company are authorized for issuance.

Equity Compensation Plan InformationNumber of securitiesNumber of securities

   

   remaining available forto be issued

   Weighted-average

   future issuance underupon exercise of

   exercise price of

   equity compensation plansoutstanding options,

   outstanding options,

   (excluding securitiesPlan category

   warrants and rights

   warrants and rights

   reflected in column (a))(a)

   (b)

   (c)Equity compensationplans not approvedby security holders

   150,000

   $1.00

   noneTotal

   150,000

   $1.00

   none




See “Footnote 18 – Benefit Plans” to the Company’s Financial Statements, contained in Part II, Item 8 of this Form 10-K, for a description of the material features of each compensation plan under which equity securities of the Company’s are authorized for issuance that was adopted without the approval of security holders.

RECENT SALES OF UNREGISTERED SECURITIES

None.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION & ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's discussion and analysis reviews our consolidated financial condition as of March 31, 2011 and 2010, the consolidated results of operations for the years ended March 31, 2011 and 2010 and, where appropriate, factors that may affect future financial performance. The discussion should be read in conjunction with the accompanying consolidated financial statements and related notes. Unless context requires otherwise, as used in this Management's Discussion and Analysis (i) the "current period" means the fiscal year ended March 31, 2011, (ii) the "prior period" means the fiscal year ended March 31, 2010, (iii) an increase or decrease compares the current period to the prior period, and (iv) all non-comparative amounts refer to the current period.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

FORWARD-LOOKING STATEMENTS

The statements, analyses, and other information contained herein relating to trends in our operations and financial results, the markets for our products, the future development of our business, and the contingencies and uncertainties to which we may be subject, as well as other statements including words such as "anticipate," "believe," "plan," "estimate," "expect," "intend," "will," "should," "may," and other similar expressions, are "forward-looking statements" under the Private Securities Litigation Reform Act of 1995. Such statements are made based upon management's current expectations and beliefs concerning future events and their effects on the Company. Our actual results may differ materially from the results anticipated in these forward-looking statements.

These forward-looking statements are subject to risks and uncertainties including, but not limited to, those described and discussed in this report and other documents filed by the Company with the United States Securities and Exchange Commission (the “SEC”). We specifically disclaim any obligation to update or revise any forward-looking information, whether as a result of new information, future developments, or otherwise.

OVERVIEW

We are a financial services holding company that, through our subsidiaries, provides brokerage, investment advisory, insurance and related services. We operate in a highly regulated and competitive industry that is influenced by numerous external factors such as economic conditions, marketplace liquidity and volatility, monetary policy, global and national political events, regulatory developments, competition and investor preferences. Our revenues and net earnings may be either enhanced or diminished from period to period by these and other external factors.

OUR BUSINESS

We operate primarily through our subsidiary, ICC, as a broker-dealer and, doing business as ICA, as a registered investment advisor, with a national network of independent financial representatives.

Broker-Dealer Services

We provide broker-dealer services in support of trading and investment by our representatives’ customers in securities, including corporate equity and debt securities, U.S. Government securities, municipal securities, mutual funds, limited partnerships and other alternative investments, variable annuities and variable life insurance. We also provide related services such as market information, Internet brokerage, portfolio tracking facilities and records management.

Investment Advisory Services

We provide investment advisory services, including asset allocation and portfolio rebalancing, for our representative’s customers through ICA.

Recruitment and Support of Representatives

A key component of our business strategy is to recruit well-established, productive representatives who provide superior service to their clients. Additionally, we assist our representatives in developing and expanding their business by providing a variety of support services and a diversified range of investment products for their clients. We focus on providing substantial added value to our representatives’ practices, enabling them to be more productive.

Support provided to assist representatives in pursuing consistent, profitable sales growth takes many forms, including automated trading systems and other technology solutions, targeted financial assistance and a network of communication links with investment product companies. Regional and national conventions provide forums for interaction to improve product knowledge, sales and client satisfaction. In addition, we provide our representatives with programs and tools to grow their businesses both through new client acquisition and advancement of existing client relationships. These programs enhance our ability to attract and retain productive representatives.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

OUR PROCESS

Online Brokerage

Registered representatives have direct market access to submit security transactions for their clients through the use of an online brokerage platform for trade execution serviced by Pershing LLC acting as our clearing firm.

Check and Application

Check and application revenue is obtained through a process where a check and a product application is delivered to us for processing that includes principal review and submission to the variable annuity, mutual fund, direct participation or other investment product company. Investments in technology are facilitating our migration over time from a paper intensive to a more paperless process. This shortens the transaction cycle, reduces errors and creates greater efficiencies.

Bond Brokerage

Our fixed-income brokerage desk uses a network of regional and primary dealers to execute trades across a broad array of fixed income asset classes. The desk also utilizes dealer-only electronic services that allow the desk to offer inventory and to execute trades. Our fixed income traders work with our representatives to develop portfolios for clients.

Asset Allocation

Asset allocation services are made available through ICA. Our services include the design, selection and rebalancing of investment portfolios on behalf of our representatives' clients. We also provide tools, services and guidance that enable our representatives to provide these investment services directly to their clients. These services, for the most part, are conducted through our online brokerage platform. Other allocation services are performed directly by fund companies.

CRITICAL ACCOUNTING POLICIES

In General

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America. The Company believes that of its significant accounting policies (detailed in Footnote 2 – Summary of Significant Accounts Policies to the Company’s Consolidated Financial Statements contained herein), those dealing with valuation of securities and other assets, revenue recognition and allowance for doubtful accounts receivable involve a particularly high degree of judgment and complexity. Our accounting policies require estimates and assumptions that affect the amounts of assets, liabilities, revenues and expenses reported in the consolidated financial statements. Due to their nature, estimates involve judgment based upon available information. Actual results or amounts can and do differ from estimates and the difference can have a material effect on the consolidated financial statements. Therefore, understanding these policies is important to understanding the reported results of operations and the financial position of the Company.

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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Off–Balance Sheet Risk

We execute securities transactions on behalf of our customers. If either the customer or counter-party fails to perform, we, by agreement with our clearing broker, may be required to discharge the obligations of the non-performing party. In such circumstances, we may sustain a loss if the market value of the security is different from the contract value of the transaction. We seek to control off-balance sheet risk by monitoring the market value of securities held or given as collateral in compliance with regulatory and internal guidelines. Pursuant to such guidelines, our clearing firm requires that we reduce positions when necessary. We also complete credit evaluations where there is thought to be credit risk.

Reserves

We record reserves related to legal proceedings in "accrued expenses" in the consolidated balance sheet. The determination of these reserve amounts requires significant judgment on the part of management. We consider many factors including, but not limited to: the amount of the claim; the amount of the loss in the client's account; the basis and validity of the claim; the possibility of wrongdoing on the part of one of our employees or representatives; previous results in similar cases; and legal precedents. Each legal proceeding is reviewed with counsel in each accounting period and the reserve is adjusted as deemed appropriate by management. Any change in the reserve amount is recorded in the consolidated financial statements and is recognized as a charge or credit to earnings in that period. The assumptions made by management in determining the estimates of reserves may be incorrect and the actual costs upon disposition of a legal proceeding may be greater or less than the reserved amount.

RISK MANAGEMENT

Risk is an inherent part of our business and activities. Risk management is critical to our financial strength and profitability and requires robust auditing, constant communications, sound judgment and knowledge of financial regulations, trends and the economy as a whole. We take a holistic approach to governance, risk management and compliance.

Management and staff, at all levels, take an active role in the risk management process. The principal risks involved in our business activities include market, operational, regulatory and legal risks.

Market Risk

Market risk is the risk attributable to common macroeconomic factors such as gross domestic product, employment, inflation, interest rates, budget deficits and consumer sentiment. Consumer and producer sentiment is critical to our business. The level of consumer confidence determines their willingness to spend, especially in the financial markets. It is the willingness to spend in the financial markets that is key to our business. A shift in spending in this area, often caused by market volatility, could negatively impact us. In addition, declines in market values negatively impact investment advisory revenues that are based upon the value of assets under management. We constantly monitor these economic trends in order to enhance and broaden our product line to mitigate potential negative impact of such trends.

Operational Risk

Operational risk refers to the risk of loss resulting from our operations, including, but not limited to, improper or unauthorized execution of transactions, deficiencies in our technology or financial or financial operating systems and inadequacies or breaches in our control processes. Managing these risks is critical, especially in a rapidly changing environment with increasing transaction volume. Failure to manage these risks could result in material financial loss to the Company. To mitigate these risks, the Company has developed policies and procedures designed to identify and manage operational risk. These policies and procedures are reviewed and updated on a continuing basis by a broad-based Risk Committee that meets weekly to ensure that risk is minimized.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Regulatory and Legal Risk

Regulatory and legal risk includes non-compliance with applicable legal and regulatory requirements and the risk of customer claims that could result in adverse judgments against us. We are subject to extensive regulation in the various jurisdictions in which we operate. We maintain a panoply of procedures to address issues such as regulatory capital requirements, sales and trading practices, use of and safekeeping of customer information and funds, the granting of credit, collection activities, money-laundering and record keeping. However, compliance procedures, no matter how stringent and comprehensive, can only limit, but not completely prevent, the institution of regulatory and legal proceedings, the institution, outcomes and consequences of which often cannot be reasonably foreseen or quantified in advance.

In the normal course of business, we continue to be the subject of numerous civil actions and arbitrations arising out of customer complaints concerning our activities as a broker-dealer, investment advisor, employer or otherwise. As experienced generally in the industry today, the volume of such complaints has generally trended upward over time, particularly in conjunction with market losses incurred by customers during the most recent financial downturn.

Effects of Inflation

Our assets primarily are liquid in nature and not significantly affected by inflation. Management believes that the replacement cost of property and equipment will not materially affect operating results. However, the rate of inflation can affect our expenses, including, without limitation, employee compensation and benefits, communications and occupancy, which may not be readily recoverable through charges for services provided.

KEY INDICATORS OF FINANCIAL PERFORMANCE

We periodically review and analyze our financial performance across a number of measurable factors considered to be particularly useful in understanding and managing our business. Key metrics in this process include productivity and practice diversification of representatives, top line commission and advisory services revenues, operating expenses, legal costs, taxes, earnings per share and adjusted EBITDA (as defined below).

PRODUCTIVITY AND PRACTICE DIVERSIFICATION OF REPRESENTATIVES

Management believes that continual improvement in the overall quality of our independent representatives is a key to achieving growth in revenues and earnings. We believe that upgrading the business practices of our representatives not only grows revenue, but assists in limiting the cost of overhead functions and representative noncompliance. We strive to continually improve the overall quality of our force of representatives by:

- assisting representatives to improve their skills and practices,
- recruiting established, high quality representatives, and
- terminating low quality representatives.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Productivity

A key metric that we use to assess the average quality of our producing (non-staff) representatives is per capita rep-generated revenue based on a 12-month period. Data for the 12-month periods ended March 31, 2011 and 2010 are presented below:

Year Ended

   Dollar

   PercentageMarch 31, 2011

   March 31, 2010

   Change

   ChangeRep-generated revenue:Commission

   $ 68,111,786

   $ 63,999,464

   $ 4,112,322

   6.4%Advisory

   14,977,601

   12,796,618

   2,180,983

   17.0%Other fee income

   802,752

   1,013,718

   (210,966)

   -20.8%$ 83,892,139

   $ 77,809,800

   $ 6,082,339

   7.8%Number of representatives

   519

   564

   (45)

   -8.0%Average revenue per representative

   $ 161,642

   $ 137,961

   $ 23,681

   17.2%




We believe that the 17.0% increase in per capita rep-generated advisory revenue reflects recruitment and retention of higher producing individual representatives. The Company continues to focus on achieving top line revenue growth through recruitment and retention of higher quality advisors.

Practice Diversification

We encourage diversification in the investments products and services recommended or selected by our independent representatives for their clients through recruitment, education and training. This enables our representatives to more fully serve the investment and security needs of their clients, particularly in volatile markets. We believe that representatives who offer diversifiedinvestment products and sophisticatedservices to their clients will generate transaction and fee-based business and recurring revenues that will help us weather volatile and down markets.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011





COMPARISON OF FISCAL YEARS ENDED MARCH 31, 2011 AND 2010





The following discussion provides an assessment of our results of operations, capital resources and liquidity and should be read in conjunction with our audited consolidated financial statements and related notes included elsewhere in this report.





RESULTS OF OPERATIONS

Year Ended March 31,

   Dollar

   Percentage2011

   2010

   Change

   ChangeRevenues:Commission

   $ 68,111,786

   $ 63,999,464

   $   4,112,322

   6.4%Advisory fees

   14,977,601

   12,796,618

   2,180,983

   17.0%Other fee income

   802,752

   1,013,718

   (210,966)

   -20.8%Other income

   1,361,826

   1,378,137

   (16,311)

   -1.2%Total revenue

   85,253,965

   79,187,937

   6,066,028

   7.7%Expenses:Commissions and advisory fees expense

   67,125,324

   61,080,743

   6,044,581

   9.9%Compensation and benefits

   8,471,493

   8,007,675

   463,818

   5.8%Regulatory, legal and professional

   3,983,401

   2,338,062

   1,645,339

   70.4%Brokerage, clearing and exchange fees

   2,046,543

   2,573,689

   (527,146)

   -20.5%Technology and communications

   1,219,738

   1,121,918

   97,820

   8.7%Marketing and promotion

   1,382,025

   877,969

   504,056

   57.4%Occupancy and equipment

   922,312

   853,548

   68,764

   8.1%Other administrative

   1,101,691

   1,451,447

   (349,756)

   -24.1%Interest

   23,698

   26,213

   (2,515)

   -9.6%Total expenses

   86,276,225

   78,331,264

   7,944,961

   10.1%Operating (loss) income

   (1,022,260)

   856,673

   (1,878,933)

   -219.3%(Benefit) provision for income taxes

   (112,130)

   535,135

   (647,265)

   -121.0%Net (loss) income

   $   (910,130)

   $      321,538

   $ (1,231,668)

   -383.1%Adjusted EBITDA:

   $   (234,858)

   $   1,475,538

   $ (1,710,396)

   -115.9%Adjustments to conform adjusted EBITDA toGAAP Net income (loss):Income tax benefit

   112,130

   (535,135)

   647,265

   -121.0%Interest expense

   (23,698)

   (26,213)

   2,515

   -9.6%Depreciation and amortization

   (427,769)

   (349,001)

   (78,768)

   22.6%Non-cash compensation

   (183,743)

   (243,651)

   59,908

   -24.6%Non-recurring professional fees

   (152,192)

   -

   (152,192)

   -Net (loss) income

   $   (910,130)

   $     321,538

   $ (1,231,668)

   -383.1%




Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization (“EBITDA”), as adjusted by eliminating other non-cash expense, gains or losses on sales of assets, and various non-recurring items (“adjusted EBITDA”), is a key metric we use in evaluating our financial performance. Adjusted EBITDA eliminates items that we believe are not part of our core operations, are non-recurring items of revenue or expense, or do not involve a cash outlay, such as stock-related compensation and professional fees incurred with the Company’s Form S-3 Registration Statement filed on April 1, 2011. We consider adjusted EBITDA important in monitoring and evaluating our financial performance on a consistent basis across various periods. We also use adjusted EBITDA as a primary measure, among others, to analyze and evaluate financial and strategic planning decisions.

Adjusted EBITDA is considered a non-GAAP financial measure as defined by Regulation G promulgated by the SEC under the Securities Act. Adjusted EBITDA should be considered in conjunction with, rather than as a substitute for, important GAAP financial measures including pre-tax income, net income and cash flows from operating activities. Items excluded from adjusted EBITDA are significant and necessary components to the operations of our business; therefore, adjusted EBITDA should only be used as a supplemental measure of our operating performance.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

REVENUES

A 7.7% increase in revenues principally reflects a $6.3 million rise in commissions and advisory fees driven by market growth and increased activity of our representatives.

Commissions

A 6.4% rise in commissions was led by a total of $4.8 million in increased revenue from brokerage transactions and the sale of variable annuities that reflects the steady recovery in securities markets and economic conditions. The decline in direct participation programs was led by decreases in sales of Real Estate Investment Trust Programs (“REITS”) that are correlated with the real estate market uncertainty.

Fiscal Year EndedMarch 31,

   Dollar

   Percentage2011

   2010

   Change

   changeCommission Revenue:Variable Annuities

   $ 28,668,847

   $ 26,719,339

   $ 1,949,508

   7.3%Brokerage(1)

   28,180,449

   25,353,892

   2,826,557

   11.1%Direct Mutual Funds Sales

   5,565,475

   5,915,143

   (349,668)

   -5.9%Direct Participation Programs

   5,605,362

   5,914,547

   (309,185)

   -5.2%Other

   91,653

   96,543

   (4,890)

   -5.1%Total Commission Revenue

   $ 68,111,786

   $ 63,999,464

   $ 4,112,322

   6.4%




1. Revenue designated as Brokerage includes revenue from mutual funds sold through our trading platform.

Advisory

The growth in advisory fees predominantly reflects increases in underlying asset values as both investor sentiment becomes more favorable and the securities market continues to recover from the lows established during the recent debt crisis.

Other Fee Income

Other fee income, primarily comprised of licensing, annual administrative and financial planning fees, declined, principally due to a decrease in financial planning fees.

Other Income

Other income, consisting primarily of interest, dividends and gains/losses on investments, was largely unchanged.

EXPENSES

Expenses rose by 10.1%, measured against generally lower than normal spending in the prior year when the Company focused more intensely on cost-cutting initiatives in response to the global economic crisis. As discussed below, in 2011commissions and advisory fees paid to our representatives and regulatory, legal and professional services related to litigation and regulatory matters increased, as did, to a lesser extent, marketing and promotion costs and compensation and benefits. These increases were partially offset by benefits realized in arestructured clearing agreementin brokerage, clearing and exchange fees as well as other administrative expenses.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Commissions and advisory fees

Commissions and advisory fees paid to our representatives generally vary in direct proportion to revenue generated by them. Accordingly, much of the increase in these expenses reflects a corresponding increase in commission and advisory fee revenue.

Regulatory, Legal and Professional

The 70.4% rise in regulatory, legal and professional expenses was driven principally by a substantial increase in accruals and payments for legal defense and settlements costs, accompanied by regulatory assessments that exceeded our expectations and, to a significantly lesser extent, the incremental cost of retaining outside parties to conduct compliance field office audits. Much of the legal defense and settlement costs relate to investment losses sustained by customers in investments that were particularly hard hit by the recent global debt crisis.

We will continue to incur legal fees and settlement costs as we operate in a litigious, regulated industry. In addition, from time to time regulatory agencies and self-regulatory organizations institute investigations into industry or firm practices, that also may result in the imposition of financial or other sanctions. We invest significant resources to mitigate litigation and regulatory exposure by promoting sound operational procedures and obtaining comprehensive insurance coverage.

Marketing and Promotion

The rise in these expenses largely reflects strategic increases in spending on advertisements in financial services publications, targeted email campaigns and general marketing efforts, principally in support of recruitment and promotional activities, as well as travel and fulfillment services.

Compensation and Benefits

The increase in compensation and benefits is attributable largely to a reinstatement of salary cuts instituted in January 2009, plus an increase in headcount in our technology, compliance and communication teams to support higher levels of representatives’ activities and related surveillance, and a substantial increase in healthcare costs.

Brokerage, Clearing and Exchange Fees

The substantial decline in brokerage, clearing and exchange fees was due primarily to restructuring of fees in our clearing agreement with Pershing LLC, dated May 2010.

Other Administrative

The drop in other administrative expenses was due to a number of factors, most importantly including a decrease in bad debts owed by terminating representatives, reversal of a state excise tax accrual, and the absence of special director fees paid in the prior fiscal year, in connection withstrategic business matters.

(Benefit) Provision for Income Taxes

We estimate our full-year effective income tax rate at the end of each interim reporting period. This estimate is used in providing for income taxes on a year-to-date basis and may change in subsequent interim periods. The tax rate in any quarter can be affected positively and negatively by adjustments that are required to be reported in the specific quarter’s results of operations. The effective income tax rates reflect the impact of state taxes, settlement contingencies and regulatory assessment that are not deductible for tax purposes.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

OPERATING AND NET INCOME

Results of operations were largely impacted by litigation and regulatory actions that have accompanied a more demanding industry regulatory environment in the aftermath of recent significant market interruptions. The Company reported a $1.02 million operating loss as compared to $0.86 million of operating income for the prior period. The Company’s net loss totaled $0.91 million, or $0.14 per basic and diluted net loss per share, compared to net income of $0.32 million, or $0.05 basic and diluted net income per share, for the prior period. While we have realized revenue growth of 7.7%, our operation margin was eroded by legal costs paid and accrued in defending and settling certain legal proceedings, regulatory assessments, and, to a lesser extent, an increase in insurance premiums and costs incurred in connection with our current registration statement on Form S-3.

The Company continues to implement expense management initiatives to lessen exposure to operating losses while applying resources to sustain our recruiting and technology initiatives and toaddress growing compliance requirements.

LIQUIDITY AND CAPITAL RESOURCES

Our primary source of liquidity remains cash flows from operations, primarily from our broker-dealer and investment advisory business. Decisions on the allocation of capital include projected profitability and available cash flows, risk management and regulatory capital requirements. A key to this approach is ensuring that industry-standard controls are effective to support our operations and those of our representatives while ensuring sufficient liquidity.

As of March 31, 2011, cash and cash equivalents totaled $4.59 million as compared to $5.81 million as of March 31, 2010. Working capital as of March 31, 2011 was $5.61 million as compared to $6.70 million as of March 31, 2010. The ratio of current assets to current liabilities was 1.70 to 1 as of March 31, 2011 as compared to 1.84 to 1 as of March 31, 2010.

Operations provided $0.71 million in cash for the year ended March 31, 2011 as compared to $1.61 million of cash provided for the year ended March 31, 2010.

In comparing cash flow from operating activities for fiscal year ended March 31, 2011 to fiscal year ended March 31, 2010, cash flows decreased by $0.90 million largely due to the shift in net income.

Cash flows from investing activities during the current period primarily consisted of $0.20 million in cash for acquisition of equipment offset by $0.13 million in payments received from the notes receivable. Cash flows from investing activities for the prior year primarily consisted of $0.17 million of cash used to purchase additional equipment, and to invest in capitalized software.

Also during the current period cash used in financing activities consisted mostly of $1.76 million in principal payments on a short-term note to finance insurance premiums. Cash used in the prior year for financing activities consisted mostly of $1.49 million in principal payments on a short-term note obligation to finance insurance premiums.

REGULATORY NET CAPITAL

ICC is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires our broker-dealer subsidiary to maintain minimum net capital. As of March 31, 2011, ICC computes net capital



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

REGULATORY NET CAPITAL

ICC is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires our broker-dealer subsidiary to maintain minimum net capital. As of March 31, 2011, ICC computes net capitalrequirements under the alternative method, which requires firms to maintain minimum net capital, as defined, equal to the greater of $250,000 or 2% of aggregate debit balances. Repayment or prepayment of subordinated debt, if any, and withdrawal of equity from retiring partners or officers is subject to net capital not falling below 5% of aggregate debits or 120% of minimum net capital requirement.

Prior to March 31, 2011, ICC was subject to minimum net capital of $100,000 and a ratio of aggregate indebtedness to net capital (a “net capital ratio”) not to exceed 15 to 1. Under the rule, indebtedness generally includes all money owed by ICC, and net capital includes ICC cash and assets that are easily converted into cash. SEC rules also prohibit "equity capital" (which, under the net capital rule, includes subordinated loans) from being withdrawn, cash dividends from being paid and other specified actions of similar effect from being taken, if, among other specified contingencies, ICC’s net capital ratio would exceed 10 to 1 or if ICC would have less than 120% of its minimum required net capital.

As of March 31, 2011, ICC had net capital of $2.84 million (i.e., an excess of $2.59 million) as compared to net capital of approximately $3.39 million (i.e., an excess of $2.91 million) as of March 31, 2010. The decrease in net capital primarily was due to legal fees and settlement costs in addition to regulatory fines that have impacted this year’s results and cash flow from operations.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

REPORT OF MARCUM LLP, INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors and Stockholders of Investors Capital Holdings, Ltd. and SubsidiariesLynnfield, MA

We have audited the accompanying consolidated balance sheets of Investors Capital Holdings, Ltd. and Subsidiaries (the “Company”) as of March 31, 2011 and 2010, and the related consolidated statements of operations, changes in stockholders’ equity, and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the auditto obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’ internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Investors Capital Holdings, Ltd. and subsidiaries, at March 31, 2011 and 2010, and the consolidated results of theiroperations and their cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.



|/s/ Marcum LLPBoston, MassachusettsMay 19, 2011
|-----------------------------------------------



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIESCONSOLIDATED BALANCE SHEETSMarch 31, 2011

   March 31, 2010AssetsCurrent AssetsCash and cash equivalents

   $           4,587,195

   $           5,812,865Deposit with clearing organization, restricted

   175,000

   175,000Accounts receivable

   6,798,638

   6,042,188Note receivable (current)

   108,169

   140,598Loans receivable from registered representatives (current), net of allowance

   721,664

   769,263Prepaid income taxes

   157,880

   559,007Securities owned at fair value

   17,384

   57,933Investment

   50,000

   50,000Prepaid expenses

   1,073,969

   957,67413,689,899

   14,564,528Property and equipment, net

   597,735

   774,182Long Term InvestmentsLoans receivable from registered representatives

   616,583

   292,884Note receivable

   495,000

   595,000Investments

   214,555

   184,319Non-qualified deferred compensation investment

   1,089,572

   929,897Cash surrender value life insurance policies

   680,429

   551,3983,096,139

   2,553,498Other AssetsDeferred tax asset, net

   1,218,773

   838,773Capitalized software, net

   132,131

   149,838Other assets

   15,808

   13,7281,366,712

   1,002,339TOTAL ASSETS

   $      18,750,485

   $      18,894,547Liabilities and Stockholders' EquityCurrent LiabilitiesAccounts payable

   $           1,109,400

   $              817,761Accrued expenses

   2,078,705

   2,358,656Commissions payable

   3,246,898

   3,488,415Notes payable

   1,527,969

   1,130,922Unearned revenues

   113,486

   101,931Securities sold, not yet purchased, at fair value

   -

   5,6938,076,458

   7,903,378Long-Term LiabilitiesNon-qualified deferred compensation plan

   1,176,096

   793,7351,176,096

   793,735Total liabilities

   9,252,554

   8,697,113Commitments and contingencies (Note 15)Stockholders' Equity:Common stock, $.01 par value, 10,000,000 shares authorized;6,618,259 issued and 6,614,374 outstanding at March 31, 20116,595,804 issued and 6,591,919 outstanding at March 31, 2010

   66,183

   65,958Additional paid-in capital

   12,279,380

   12,095,862Accumulated deficit

   (2,874,214)

   (1,964,084)Less: Treasury stock, 3,885 shares at cost

   (30,135)

   (30,135)Accumulated other comprehensive income

   56,717

   29,833Total stockholders' equity

   9,497,931

   10,197,434TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

   $      18,750,485

   $      18,894,547The accompanying notes are an integral part of these consolidated financial statements.






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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF OPERATIONSYEARS ENDEDMarch 31,2011

   2010Revenue:Commissions

   $  68,111,786

   $ 63,999,464Advisory fees

   14,977,601

   12,796,618Other fee income

   802,752

   1,013,718Other revenue

   1,361,826

   1,378,137Total revenue

   85,253,965

   79,187,937Expenses:Commissions and advisory fees

   67,125,324

   61,080,743Compensation and benefits

   8,471,493

   8,007,675Regulatory, legal and professional services

   3,983,401

   2,338,062Brokerage, clearing and exchange fees

   2,046,543

   2,573,689Technology and communications

   1,219,738

   1,121,918Marketing and promotion

   1,382,025

   877,969Occupancy and equipment

   922,312

   853,548Other administrative

   1,101,691

   1,451,447Interest

   23,698

   26,213Total operating expenses

   86,276,225

   78,331,264Operating income (loss)

   (1,022,260)

   856,673(Benefit) provision for income taxes

   (112,130)

   535,135Net income (loss)

   $ ( 910,130 )

   $ 321,538Basic and diluted net income (loss) per share

   $ (0.14)

   $ 0.05Basic and dilute dividends per common share

   $ -

   $ -Shares used in basic and diluted per share calculations

   6,527,315

   6,503,476


The accompanying notes are an integral part of these consolidated financial statements. 23






|*INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-K**Fiscal Year Ended March 31, 2011*
|------------------------------------------------------------------------------------------------

INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES****

   **CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY**Years Ended March 31, 2011 and 2010**COMMON STOCK $.01****PAR VALUE**

   **Additional**

   

   **Retained**

   

   **Accumulated**

   **Total**Number of

   Carrying

   Paid-In

   Comprehensive

   Earnings

   Treasury

   Other

   Stockholders'**Shares**

   **Amount**

   **Capital**

   **Income**

   **(Deficit)**

   **Stock**

   Comprehensive

   **Equity**Balance at March 31, 2009

   6,570,177

   $                     65,702

   $          11,852,467

   -

   $             (2,285,622)

   $                   (30,135)

   $                   (23,331)

   $                9,579,081Stock-based compensation:Amortization of deferred compensation

   

   

   243,651

   

   

   

   

   243,651Issuance of common stock under plans

   28,701

   287

   (287)Cancelled restricted shares

   (3,074)

   (31)

   31Comprehensive income:Net income

   

   

   

   321,538

   321,538Other Comprehensive Income:Unrealized gain on  securities:Unrealized holding gains arising duringthe period

   

   

   

   53,164No reclassification adjustment required

   

   

   

   -Other comprehensive income

   

   

   

   53,164

   

   

   53,164Comprehensive income

   

   

   

   374,702

   

   

   

   374,702Balance at March 31, 2010

   6,595,804

   $                     65,958

   $          12,095,862

   $                               -

   $             (1,964,084)

   $                   (30,135)

   $                      29,833

   $              10,197,434Stock-based compensation:Amortization of deferred compensation

   

   

   183,743

   

   

   

   

   183,743Issuance of common stock under plans

   30,000

   300

   (300)Cancelled restricted shares

   (7,545)

   (75)

   75Comprehensive income:Net income

   

   

   

   (910,130)

   (910,130)Other Comprehensive Income:Unrealized gain on securities:Unrealized holding gains arising duringthe period

   

   

   

   26,884No reclassification adjustment required

   

   

   

   -26,884Other comprehensive income

   

   

   

   

   

   

   26,884Comprehensive income

   

   

   

   $                   (883,246)

   

   

   

   $                   (883,246)Balance at March 31, 2011

   6,618,259

   $                      66,183

   $          12,279,380

   -

   $             (2,874,214)

   $                   (30,135)

   $                      56,717

   $                9,497,931




The accompanying notes are an integral part of these consolidated financial statements.

---







*INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-K**Fiscal Year Ended March 31, 2011*

INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWSYears Ended March 31, 2011 and 2010**2011**

   2010Cash flows from operating activities:Net income (loss)

   $ (910,130)

   $ 321,538Adjustments to reconcile net income (loss) to net cashprovided by operating activities:Depreciation and amortization

   427,769

   349,001Valuation allowance income taxes

   20,988

   -Deferred taxes

   (400,988)

   259,179Stock-based compensation

   183,743

   243,651Unrealized loss (gain) in marketable securities

   2,047

   (5,985)Non-qualified deferred compensation investment

   44,559

   27,065Loss on disposal of equipment

   -

   1,198Market adjustment cash surrender value life insurance policy

   (20,146)

   (36,424)Charge to commission expense (forgivable loans)

   304,205

   130,134Allowance for doubtful accounts on loans receivable, net of recovery

   -

   (60,907)Allowance for bad debt expense

   20,733

   90,390Change in operating assets and liabilities:Accounts receivable

   (756,450)

   (843,613)Prepaid expenses and other

   23,083

   (251,107)Loans receivable from registered representatives

   (601,038)

   (354,835)Income taxes

   401,127

   (263,399)Accounts receivable-Fidelity Bond

   -

   956,223Accounts payable

   2,448,494

   368,977Securities, net

   32,809

   32,125Accrued expenses

   (279,951)

   10,895Commissions payable

   (241,517)

   628,322Unearned revenues

   11,555

   7,672Net cash provided by operating activities

   710,892

   1,610,100Cash flows from investing activities:Acquisition of property and equipment

   (196,946)

   (173,762)Cash surrender value life insurance policies

   (108,885)

   (108,885)Payment on note receivable

   132,429

   20,693Purchase of investments

   (3,352)

   (54,012)Capitalized software

   -

   (138,497)Net cash used in investing activities

   (176,754)

   (454,463)Cash flows from financing activities:Payments on note payable

   (1,759,808)

   (1,494,385)Net cash used in financing activities

   (1,759,808)

   (1,494,385)Net decrease in cash and cash equivalents

   (1,225,670)

   (338,748)Cash and cash equivalents, beginning of year

   5,812,865

   6,151,613Cash and cash equivalents, end of year

   $ 4,587,195

   $ 5,812,865Supplemental disclosures of cash flow information:Interest paid

   $ 23,698

   $ 26,213Income taxes paid

   $ 37,000

   $ 606,470Non-cash financing activity:Insurance premiums

   $ 2,156,855

   $ 1,580,503






---



INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

The accompanying notes are an integral part of these consolidated financial statements.

INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Years Ended March 31, 2011 and 2010

NOTE 1 - NATURE OF OPERATIONS

Incorporated in 1995 under Massachusetts law and redomesticated under Delaware law in 2007, Investors Capital Holdings, Ltd. ("ICH") is a holding company whose wholly-owned subsidiaries assist a nationwide network of independent registered representatives ("representatives") in providing a diversified line of financial services to the public including securities brokerage, investment advice, asset management, financial planning and insurance. Our subsidiaries include the following:

- Investors Capital Corporation ("ICC") is duly registered under the Securities Exchange Act of 1934, the Investment Advisers Act of 1940 and applicable state law to provide broker-dealer and investment advisory services nationwide. ICC’s national network of independent financial representatives is licensed to provide these services through ICC under the regulatory purview of the Securities and Exchange Commission (the “SEC”), the Financial Industry Regulatory Authority (“FINRA”) and state securities regulators. ICC executes and clears its public customer accounts on a fully disclosed basis through Pershing, LLC (“Pershing”). ICCprovides investment advisory services under the buiness name of Investors Capital Advisors ("ICA").
- ICC Insurance Agency, Inc. facilitates the sale of insurance and annuities by our representatives.
- Investors Capital Holdings Securities Corporation ("ICH Securities") holds cash, cash equivalents, interest income and dividend income for ICH.

NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The significant accounting policies of the Company are summarized below to assist the reader to better understand the consolidated financial statements and other data contained herein.

Basis of Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, ICC, ICC Insurance Agency, Inc., and ICH Securities. All significant inter-company items and transactions have been eliminated in the consolidation.

Use of Estimates and Assumptions

The preparation of the consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities, if any, at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Those estimates that dealwith thevaluation of securities and other assets, revenue recognition, legal reserves and theallowance for doubtful accounts involve a particularly high degree of judgment and complexity. Actual results could differ from those estimates.

Revenue Recognition

The Company’s revenue recognition policies are summarized below.

Mutual Funds/Variable Annuities.Revenue from the sale of mutual funds and variable annuities is recognized as of the date the check and application is accepted by the investment company.

Brokerage.The Company earns commissions through stock purchase and sale transactions, mutual fund purchases, government and corporate bonds transactions, fee-based managed accounts and ticket charges. The Company also earns revenue in the form of 12b-1 fees and interest on account balances. The earnings process is substantially complete at trade date in accordance with the rules of FINRA and the SEC.



---



INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

The Company also receives credit for clearing charge adjustments that are netted against any clearing charges the Company may incur for the period. These adjustments are recognized as income in the period received unless otherwise noted by the clearing Company.

Unrealized gains and losses are recorded at the time that the Company reconciles its trading positions with the market value. The unrealized gains or losses are adjusted to market until the position is settled or the trade is cancelled.

Advisory Fees.Our managed accounts advisory fees are based on the amount of assets managed per agreement negotiated between our independent representatives and their clients. These revenues are recorded quarterly as and when billed based on the fair market value of assets managed throughout the quarter. Any portion remaining uncollected due to account adjustments after account rebalancing is charged against earnings at quarter end.

Administration Fees.Administration fees for services rendered to the Company’s representatives respecting annual FINRA license renewals and Error and Omissions (“E&O”) insurance are recognized as revenue upon registration of the representative with FINRA and listing of the registered representative with the E&O insurance carrier. The funds received from the registered representative are initially recorded as unearned revenue. The amounts collected in excess of the E & O insurance premium and/or fees due FINRA, if any, are recognized as revenue. Fees collected to maintain books and records are deferred and recognized ratably throughout the year.

Other Revenue.Revenue from marketing associated with product sales is recognized quarterly based on production levels. Marketing event revenues are recognized at the commencement of each event offset by its costs.

Cash and Cash Equivalents

For purposes of reporting cash flow, cash and cash equivalents includes cash in checking and savings accounts, cash at its clearing firm and short-term investments with original maturities of 90 days or less.

Customer Accounts

The Company's customer accounts are reported by the various custodians on a fully disclosed basis.

Financial Instruments

The Company’s financial assets and liabilities are reported in the statements of financial condition at readily ascertainable fair value or at carrying amounts that approximate fair value as these financial instruments generally have short maturity periods. The fair value of securities owned and trading securities sold, not yet purchased are equal to the carrying value. Changes in the fair value of these securities are reflected in the results of operations.

Marketable Securities

The Company classifies their short-term investments as trading, available for sale, or held to maturity. The Company's marketable securities consist of fixed income instruments and mutual funds and have been classified by management as trading. Accordingly, realized and unrealized gains and losses at year-end are included in the earnings of the Company. The fair market values of these securities are determined based on quoted market prices.



---



INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

The Company conducts its principal trading through two designated trading accounts. One of these accounts is used to facilitate fixed income trading on a same day buy-sell basis. The second account is used to facilitate fixed income trading for representatives and may carry positions overnight. These securities are normally held in the account for no longer than 30 days and are recorded at fair market value.

Advertising

The Company expenses all promotional costs as incurred.

Property and Equipment

Property and equipment consist of leasehold improvements, furniture, fixtures, automobile and computer equipment and software. All property and equipment is stated at cost and is depreciated over the appropriate useful life of the asset, five-years for software and equipment and seven-years for furniture and fixtures, using the straight-line method. Leasehold improvements are amortized over the useful life of the improvement or the remaining term of the lease, whichever is shorter. The cost and related accumulated depreciation applicable to assets sold or retired are removed from the accounts and any gain or loss on disposition is recognized as a component of net realized gains (losses). Maintenance and repairs are charged to current operations as incurred.

Income Taxes

The Company uses the asset and liability method to account for income taxes, which requires recognition of deferred tax assets, subject to valuation allowances, and liabilities for the expected future tax consequences of events that have been included in the financial statements or tax returns. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income or loss in the period that includes the enactment date. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. The Company has recorded a valuation allowance against the deferred tax assets in the current period. Management believes it is more likely than not that the remaining deferred tax assets will be realized.

The Company reserves for potential payments of tax to various tax authorities related to uncertain tax positions and other issues. Reserves related to uncertain tax positions are based on a determination of whether and how much of a tax benefit taken in our tax filings or positions is more likely than not to be realized, assuming that the matter in question will be raised by the tax authorities. Potential interest and penalties associated with such uncertain tax positions are recorded as a component of income tax expense. We believe appropriate provisions for outstanding issues have been made.

Earnings Per Share

The Company reports net income (loss) per share. Diluted earnings per share do not include the effect of stock options as it has an anti-dilutive effect on earnings per share (See Note 19). Basic and diluted net income per common share are determined by dividing net income by the weighted average number of common shares outstanding during the period.

Segment Reporting

The Company makes disclosures about products and services, geographic areas, and major customers.

Accounts Receivable – Allowance for Doubtful Accounts

The Company’s policies for determining whether a receivable is considered uncollectible are as follows:



---



INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Trade Receivables.As prescribed by the SEC, trade receivables usually settle within three days. If a trade error occurs, the Company pursues remedies to collect on the trade error. The Company does not record a receivable resulting from a trade error that is in litigation or whose outcome is otherwise not reasonably determinable. In such a case, the Company applies any proceeds from settlements or insurance against any trade losses incurred.

Loans to representatives.Management performs periodic evaluations and provides an allowance based on the assessment of specifically identified unsecured receivables and other factors, including the representative's payment history and production levels. Once it is determined that it is both probable that a loan has been impaired, typically due to the termination of the relationship, and the amount of loss can reasonably be estimated, the portion of the loan balance estimated to be uncollectible is so classified. Loans charged to commission expense, upon the representative meeting his or her respective forgiveness target totaled $304,205 and $130,134 for the fiscal years ended March 31, 2011 and 2010. See “Note 3, Loans to Registered Representatives”.

Valuation of Securities and Other Assets

Substantially all financial instruments are reflected in the consolidated financial statements at fair value or amounts that approximate fair value. These include cash; cash equivalents; securities purchased under agreements to resell; deposits with clearing organizations; securities owned; and securities sold but not yet purchased. Certain financial instruments are classified as trading, available for sale, and held to maturity. The realized gains and losses are recorded in the income statement in the period in which the transactions occurred. The related unrealized gains and losses are reflected in other comprehensive income depending on the underlying purpose of the instrument. The Company records its private equity holdings at cost as the Company does not exercise significant influence over these equity investments.

Where available, the Company uses prices from independent sources such as listed market prices, or broker or dealer price quotations. Fair values for certain derivative contracts are derived from pricing models that consider current market and contractual prices for the underlying financial instruments or commodities, as well as time value and yield curve or volatility factors underlying the positions. In addition, even where the value of a security is derived from an independent market price or broker or dealer quote, certain assumptions may be required to determine the fair value. For instance, the Company generally assumes that the size of positions in securities that the Company holds would not be large enough to affect the quoted price of the securities if the Company were to sell them, and that any such sale would happen in an orderly manner. However, the actual value realized upon disposition could be different from the current carrying value.

Internal Use of Software

The costs of internally developed software that qualify for capitalization are capitalized as fixed assets and subsequently amortized over the estimated useful life of the software, which is generally three years. The costs of internally developed software are included in fixed assets at the point at which the conceptual formulation, design and testing of possible software project alternatives are complete and management authorizes and commits to funding the project. The Company does not capitalize projects where it believes that the future economic benefits are less than probable.

Reclassifications

Certain amounts in 2010 were reclassified to provide comparison with 2011 classifications.Specifically, advisory fee revenue earned from certain turnkey asset management programs was previously reported as commissions. Amounts currently are reflected in Advisory fees. There was no impact to previously reported Net income or Net income per share.

**Subsequent Events**

The Company has evaluated subsequent events through the date the financial statements were available to be filed. There were no material subsequent events requiring adjustment to or disclosure in these financial statements.

**Recent Accounting Pronouncements**

In January 2010, the Financial Accounting Standard Board (“FASB”) issued Accounting Standards Update (“ASU “) 2010-06, Improving Disclosures about Fair Value Measurements, which is included in the ASC Topic 820 (Fair Value Measurements and Disclosures). ASU 2010-06 requires new disclosures on the amount and reason for transfers in and out of Level 1 and 2 fair value measurements. ASU 2010-06 also requires disclosures of activities, including purchases, sales, issuances, and a settlement within Level 3 fair value measurements and clarifies existing disclosure requirements on levels of disaggregation and disclosures about inputs and valuation techniques. ASU 2010-06 is effective for interim and annual reporting periods beginning after December 15, 2009 except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements. Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years. The implementation of the adoption of ASU 2010-06 did not have a material impact on the Company’s consolidated financial statements.







---



INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

NOTE 3 – LOANS TO REGISTERED REPRESENTATIVES

ICC has granted loans to certain registered representatives with the stipulation that the loans will be forgiven if the representatives remain licensed with the Company for an agreed upon period of time, generally one to five years, and/or meet specified performance goals. Upon forgiveness, the loans are charged to commission expense for financial reporting purposes. Loans charged to commission expense totaled $304,205 and $130,134 for the fiscal years ended March 31, 2011 and 2010, respectively.

Some loans to registered representatives are not subject to a forgiveness contingency. These loans, as well as loans that have failed the forgiveness contingency, are repaid to the Company by deducting a portion of the representatives’ commission payouts throughout the commission cycle until the loans are repaid.

Interest charged on these loans to representatives range from 3% to 11.25% annually. Loans to registered representatives included in receivables from employees and registered representatives are as follows at March 31:

2011

   2010Other loans

   $             712,590

   $             244,514Forgivable loans

   682,762

   854,005Less: allowance

   (57,105)

   (36,372)Total loans

   $          1,338,247

   $          1,062,147




Included in Other loans, is a $450,000 loan receivable from a registered representative in connection with a regulatory matter settled with the Massachusetts Securities Division on October 27, 2010. This representative has agreed to reimburse the Company for certain amounts paid by the Company with respect to this regulatory matter.

NOTE 4 - NOTE RECEIVABLE

On October 24, 2005, the Company entered into an agreement (the “Transition Agreement”) with Dividend Growth Advisors, LLC (“DGA”). The Company agreed to terminate its Investment Advisory Agreement with Eastern Point Advisors Funds Trust (the “Trust”) effective October 18, 2005 and to permit the appointment by the Trust of DGA to succeed the Company as the Trust’s investment advisor. Under the terms of the Transition Agreement and an associated promissory note (the “Note”), the receivable owed by the Funds to the Company was assigned to DGA and DGA agreed to pay the Company an amount equal to the total of all fees that the Company had waived or remitted to a fund in the Trust through October 18, 2005.

The Note provides for a principal amount of $747,617, quarterly payments of interest accruing thereon at 5.5% and a full payment on or before October 31, 2010. The terms of this note were modified, effective March 3, 2010 to extend maturity by four years to October 31, 2014 and require annualprincipal payments of $100,000. Total amount outstanding as of March 31, 2011 and March 31, 2010 was $603,169 and $735,598, respectively. Prepayments are permitted without penalty. The interest accrued on this note was $8,169 and $2,981, respectively, at March 31, 2011 and March 31, 2010.



---



INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

NOTE 5 - SECURITIES OWNED AND SECURITIES SOLD, NOT YET PURCHASED AT FAIR VALUE

Trading and investment securities owned consist of both marketable securities and not readily marketable securities and are recorded at fair value. Securities sold, but not yet purchased represent obligations of the Company to deliver the specified security at the contracted price and thereby create a liability to purchase the security in the market at prevailing prices. Changes in the value of these securities are reflected currently in the results of operations.

As of March 31, 2011 and 2010, the Company’s proprietary trading and investment accounts consisted of the following securities:

March 31, 2011Sold, Not YetOwned

   PurchasedCorporate equity

   $                     14,790

   $                       -Mortgage-backed security

   2,594

   -$                     17,384

   $                       -March 31, 2010Sold, Not YetOwned

   PurchasedCorporate equity

   $                     54,850

   $                5,693Mortgage-backed security

   3,083

   -$                     57,933

   $                5,693




NOTE 6 - INVESTMENTS

As of March 31, 2011, the Company owned investments classified as held to maturity through December 31, 2011. These investments are presented at face value for the periods ended March 31, 2011 and March 31 2010, as follows:

Purchase Date

   Purchase Price

   Description

   Face Value

   Interest DateInsight Real Estate Series 2007-A12/01/2009

   $                            50,000

   Secured Debentures

   $         50,000

   Quarterly




Interest accrued for the respective periods March 31, 2011 and 2010 was $2,089 and $531.

On September 8, 2006, The Eastern Point Advisors Capital Appreciation Fund merged with The Eastern Point Advisors Rising Dividend Fund to become The Rising Dividend Growth Fund. As of March 31, 2011 and 2010, the Company’s investment in The Rising Dividend Growth Fund had a fair value of $214,555 and $184,319, respectively, which is included in Investments on the Balance Sheet.



---



INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

NOTE 7 - FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK AND CONCENTRATIONS OF CREDIT RISK

The Company is engaged in various trading and brokerage activities whose counterparties primarily include the general public. In the event counterparties do not fulfill their obligations, the Company may be exposed to risk. Securities sold, but not yet purchased, represent obligations of the Company to purchase the security in the market at the prevailing prices to the extent that the Company does not already have the securities in possession. Accordingly, these transactions result in off-balance sheet risk when the Company's satisfaction of the obligations exceeds the amount recognized in the balance sheet. The risk of default depends on the creditworthiness of the counterparty of the issuer of the instrument. It is the Company's policy to review, as necessary, the credit standings of each counterparty with which it conducts business.

Commission’s receivables from one source were 37.9% and 44.9% of total receivables for the years ended March 31, 2011 and 2010, respectively.

At March 31, 2011, the bank statement balance of the Company's cash and cash equivalents was $4,775,081. Of the bank statement balance, $250,000 was covered by federal depository insurance and $1,720,431 was covered by the Depositors Insurance Fund of Massachusetts. The Company's cash and cash equivalents as of March 31, 2011 also include $702,788 at its clearing broker-dealer of which $500,000 was fully insured by the Securities Investor Protection Corporation (“SIPC”).

At March 31, 2010, the bank statement balance of the Company's cash and cash equivalents was $6,078,319. Of the bank statement balance, $250,000 was covered by federal depository insurance and $1,689,132 was covered by the Depositors Insurance Fund of Massachusetts. The Company's cash and cash equivalents as of March 31, 2010 also include $1,328,661 at its clearing broker-dealer of which $500,000 was fully insured by the SIPC.

NOTE 8 – FAIR VALUE MEASUREMENTS

The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market. Valuation techniques that are consistent with the market, income or cost approach are used to measure fair value.

The fair value hierarchy prioritizes the inputs to valuation techniques used to measure fair value into three broad levels:

- Level 1- Inputs are unadjusted quoted prices in active markets for identical assets or liabilities the Company has the ability to access.
- Level 2- Inputs are inputs (other than quoted prices included within Level 1) that are observable for the asset or liability, either directly or indirectly.
- Level 3- Inputs include unobservable inputs for the asset or liability and rely on management's own assumptions about the assumptions that market participants would use in pricing the asset or liability. (The unobservable inputs should be developed based on the best information available in the circumstances and may include the Company’s own data.)

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following table presents the Company's fair value hierarchy for those financial assets and liabilities measured at fair value as of March 31, 2011:

---





INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

March 31, 2011 Fair Value Measurements ofReporting Date Using:Quotes Pricesin Active

   Significant**Total Fair Value**

   Markets for

   Other

   **Significant****of Asset or**

   Identical

   Observable

   **Unobservable****Liability**

   Assets (Level 1)

   Input (Level 2)

   **Inputs (Level 3)**Mutual funds 1

   $                  10,823

   $                10,823

   $                       -

   $                         -Investments

   264,555

   264,555

   -

   -Securities, owned, at fair value

   17,384

   17,384

   -

   -Total assets

   $              292,762

   $            292,762

   $                       -

   $                        -




1Amount labeled as Mutual funds are included in Non-qualified Deferred compensation investment on the Consolidated Balance Sheet.

The following table presents the Company’s fair value hierarchy for those financial assets and liabilities measured at fair value as of March 31, 2010:

Quotes Prices in

   SignificantTotal Fair Value

   Active Markets

   Other

   Significantof Asset or

   for Identical

   Observable

   UnobservableLiability

   Assets (Level 1)

   Input (Level 2)

   Inputs (Level 3)Investments

   234,319

   234,319

   -

   -Marketable securities, at market value

   57,933

   57,933

   -

   -Total Assets

   $               292,252

   $                  292,252

   $                              -

   $                           -Securities sold, not yet purchased, at fair value

   $                     5,693

   $                        5,693

   $                              -

   $                           -Total Liabilities

   $                    5,693

   $                       5,693

   $                              -

   $                           -




1Amount labeled as Mutual funds are included in Non-qualified Deferred compensation investment on the Consolidated Balance Sheet.

Valuation of Marketable Trading and Investment Securities Owned

The fair value of marketable trading and investment securities owned is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in over-the-counter market and listed securities for which no sale was reported on that date are stated as the last quoted bid price.

Valuation of Trading Securities Sold, Not Yet Purchased

As a broker-dealer, the Company is engaged in various securities trading and brokerage activities as principal. In the normal course of business, the Company sometimes sells securities they do not currently own and will therefore be obligated to purchase such securities at a future date. This obligation is recorded on the balance sheet at fair value based on quoted market prices of the related securities and will result in a trading loss if the fair value increases and a trading gain if the fair value decreases between the balance sheet and date of purchase.

Valuation of Mutual Funds

The fair value of mutual funds is determined based on quoted market prices. Securities traded on a national exchange are stated at the last reported sales price on the day of valuation; other securities traded in over-the-counter market and listed securities for which no sale was reported on that date are stated as the last quoted bid price.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

NOTE 9 – RELATED-PARTY TRANSACTIONS

From time to time the Company may enter into transactions with related parties which occur in the normal course of business and are deemed to be transacted at “arm’s length” by management or that the Company deems immaterial.

The Company leases office space from a related party, the owner of which is the principal stockholder of ICH and Chairman of the Board of Directors. Rent expense, including condo fees, for these leases amounted to $336,513 and $368,733 for the years ending ended March 31, 2011 and 2010, respectively, and is included in occupancy costs on the consolidated statements of operations.

The Company engages in transactions with a related party, whose owner is the spouse of the Company’s principal stockholder, in connection with the promotion and servicing of fixed insurance products produced by the Company’s independent representatives. Payments made by the Company to IMS Insurance, when combined with payments received by the Company from IMS Insurance were immaterial for the years ended March 31, 2011 and 2010.

The Company bills a broker dealer, whose owner is the spouse of the Company’s principal stockholder and Chairman of the Board of Directors, ticket charges for executing its trades and being the introducing broker. Amounts billed for the years ended March 31, 2011 and 2010 were immaterial. Also, for the year ended March 31, 2011, the Company earned referral fees for the transfer of representatives to this broker dealer. The fees earned were immaterial.

NOTE 10- PROPERTY AND EQUIPMENT, NET Property and equipment consisted of the following at March 31:2011

   2010Equipment

   $       1,919,795

   $      1,737,526Leasehold improvements

   673,312

   668,742Furniture and fixtures

   397,444

   397,4442,990,551

   2,803,712Accumulated depreciation and amortization

   (2,392,816)

   (2,029,530)Property and equipment, net

   $          597,735

   $         774,182




Depreciation expense was $373,393 and $349,001 for years ended March 31, 2011 and 2010, respectively.

NOTE 11 - NOTES PAYABLE

At March 31, 2011 and 2010, notes payable consisted of debt to finance insurance premiums. These notes are referenced in the table below:



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



InterestMarch 31,

   Lender

   Premium

   Principal

   Rate

   Maturity DateDirectors and Officers, Liability,2011

   William Gallagher Assoc.

   Fidelity Bond

   $    379,688

   2.18%

   February 17, 2012Flat Iron Funding

   Errors and Omissions

   1,148,281

   1.99%

   November 30, 2011$ 1,527,969Directors and Officers, Liability,2010

   The Daniel & Henry Company

   Fidelity Bond

   $    276,741

   2.27%

   February 17, 2011Flat Iron Funding

   Errors and Omissions

   854,181

   2.95%

   November 30, 2010$ 1,130,922




For the years ended March 31, 2011 and 2010 there was no long-term debt outstanding.

NOTE 12 – LINE OF CREDIT

The Company has a line of credit (“Line”) with maximum borrowings of $1,000,000 at the Bank’s base lending rate (5.00% per year as of March 31, 2011). The Line became effective on November 22, 2010, and is subject to annual renewal and contains a customary minimum debt service covenant. The Line has not yet been used, therefore no balance is outstanding at March 31, 2011.

NOTE 13 - INCOME TAXES

The (benefit) provision for income taxes is as follows for the fiscal years ended March 31:

2011

   2010Current:Federal

   $                               177,923

   $                               197,072State

   89,947

   78,886$                               267,870

   $                               275,958Deferred:Federal

   $                            (328,919)

   $                               108,504State

   (51,081)

   150,673(380,000)

   259,177Provision (benefit) for income taxes

   $                           (112,130)

   $                               535,135




Deferred income taxes are the result of timing differences between book and taxable income and consist primarily of deferred compensation, legal accruals and differences between depreciation expenses for financial statement purposes versus tax return purposes.

Net deferred tax assets (liabilities) within each tax jurisdiction consisted of the following at:



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



March 31, 2011Valuation

   Net of ValuationAsset

   Liability

   Allowance

   AllowanceFederal

   $       991,312

   $ (39,081)

   $                           -

   $           952,231State

   319,873

   (8,335)

   -

   311,538Valuation allowance

   -

   -

   (44,996)

   (44,996)Total

   $    1,311,185

   $ (47,416)

   $              (44,996)

   $        1,218,773March 31, 2010Valuation

   Net of ValuationAsset

   Liability

   Allowance

   AllowanceFederal

   $      645,580

   $ (14,981)

   $                         -

   $          630,599State

   267,305

   (35,123)

   (24,008)

   208,174Total

   $      912,885

   $ (50,104)

   $            (24,008)

   $          838,773




The following is a summary of the significant components of the Company's deferred tax assets and liabilities:

Years Ended March 31,2011

   2010Deferred tax assets (liabilities):Accrued legal and settlements

   $                          525,934

   $                           316,048Deferred compensation

   573,984

   423,415Net operating lossesand other

   84,216

   69,319Depreciation

   127,051

   104,103Valuation allowance

   (44,996)

   (24,008)Liabilities

   (47,416)

   (50,104)Total deferred tax assets

   $                       1,218,773

   $                           838,773


The total income tax provision (benefit) differs from the income tax at the statutory federal income tax rate due to the following:

Years Ended March 31,2011

   2010Tax at U.S. statutory rate

   $                   (339,075)

   $           301,274State taxes, net of federal benefit

   6,476

   98,156Unallowable expenses

   191,842

   59,662Change in valuation allowance

   20,988

   24,008Other adjustments(1)

   7,639

   52,035(Benefit) Provision for income taxes

   $                   (112,130)

   $           535,135




|1. | Other Adjustments are additional state taxes and return to provision adjustments related to permanent items.
|-- | ------------------------------------------------------------------------------------------------------------

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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

As of March 31, 2011,the Company had federal and state net operating loss carryforwards of approximately $0 and $397,500, respectively, which may be available to offset future state income tax liabilities and begin to expire in 2011 through 2029.  Due to the uncertainty as to whether or not certain net operating losses will be realized, the Company has established a valuation allowance of approximately $45,000.

The Company did have taxable income for fiscal years ended March 31, 2011 and 2010 and Management expects to have taxable income going forward on consolidated returns. As a result, there were no federal net operating losses remaining. We do not, however, expect, that the Parent will report profitability for stand-alone purposes in the next tax period; therefore a full valuation on that state net operating loss is reflected in the Statement of Operations.

The Company recognizes and measures its unrecognized tax benefit or expense. The Company assesses the likelihood, based on their technical merit, that tax positions will be sustained upon examination based on the facts, circumstances and information available at the end of each period. The measurement of unrecognized tax expense or benefit is adjusted when new information is available or when an event occurs that requires a change. The Company recognizes the accrual of any interest and penalties related to unrecognized tax expense in income tax expense. No interest or penalties were recognized in 2011 and 2010. The Company does not have any tax positions as of March 31, 2011 for which it is reasonably possible that the total amounts of unrecognized tax benefit or expense will significantly increase or decrease within 12 months of the reporting date.

NOTE 14 - SEGMENT INFORMATION

Operating segments are defined as components of a business about which separate financial information is available that is regularly evaluated by management in deciding how to allocate resources and in assessing performance. The Company evaluates performance based on profit and loss from operations before income taxes not including nonrecurring gains and losses.

The Company's reportable operating segments are (i) broker/dealer and related services offered through ICC and (ii) asset management (investment advisory) services offered through ICC, doing business as ICA. The segments are strategic business units that are managed separately. They operate under different regulatory systems, provide different services and require distinct marketing strategies and varied technological and operational support. They also have differing revenue models; ICC earns transactional commissions and various fees in connection with the brokerage of securities for its customers, whereas ICA generates recurring revenue from fees that are based on the value of assets under management.

The Company accounts for inter-segment services and transfers as if the services or transfers were to third parties, that is, at current market prices. In presenting segment data, all corporate overhead items are allocated to the segments, and inter-segment revenue, expense, receivables and payables are eliminated. Currently it is impractical to report segment information using geographical concentration.

Assets are allocated among ICH and its subsidiaries based upon legal ownership and the services provided. Total period-end assets are presented on a stand-alone basis, i.e., without inter-company eliminations. The Company does not allocate income taxes or unusual items to segments. Corporate items and eliminations are presented in the following table for the purpose of reconciling the stand-alone asset amounts to total consolidated assets.



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|INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011
|--------------------------------------------------------------------------------------------

Management allocates all expenses separately to the parent and ICC, including allocation of costs associated with shared personnel, based upon time studies and a determination of which entities are the beneficiaries of the services rendered by the personnel. Within ICC, expenses are further allocated between the two segments, ICC and ICA, as follows: overhead expenses pro rata to revenue, direct full-time and time-shared employee costs based on the segments being served, and other personnel-related expenses pro rata to head count.

Effective July 1, 2009, ICC reimburses ICH, in the form of a management fee, for ICH-incurred overhead expenses that are necessary for ICC to effectively conduct its operations. This overhead primarily is in the nature of salaries and professional and legal fees incurred to obtain such services as audit engagements, legal advice, and industry expertise.

TheCompany periodically reviews the effect that these agreements described abovemay have on the firm’s net capital.

March 31, 2011Brokerage

   Advisory

   ICH

   ICH Securities

   TotalsNon-interest revenue

   $                  69,774,623

   $               15,176,985

   $                   (44,558)

   $                        -

   $                  84,907,050Revenue from transaction withother operating segments:

   1,443,691

   -

   -

   -

   $                    1,443,691Interest and dividend income, net

   343,280

   -

   3,584

   51

   $                       346,915Depreciation and amortization

   426,602

   1,167

   -

   -

   $                       427,769Income (loss) from operations

   (1,146,266)

   700,685

   (576,730)

   51

   $                 (1,022,260)Yearend total assets

   15,347,151

   1,154,385

   2,601,588

   10,290

   $                  19,113,414Corporate items and eliminations

   -

   -

   (362,929)

   -

   $                    (362,929)March 31, 2010Brokerage

   Advisory

   ICH

   ICH Securities

   TotalsNon-interest revenue

   $                  65,765,313

   $               13,085,447

   $                   (27,064)

   $                        -

   $                  78,823,696Revenue from transaction withother operating segments:

   1,124,830

   -

   -

   -

   $                    1,124,830Interest and dividend income, net

   356,018

   -

   8,172

   51

   $                       364,241Depreciation and amortization

   344,334

   4,667

   -

   -

   $                       349,001Income (loss) from operations

   751,189

   1,188,115

   (1,082,682)

   51

   $                       856,673Yearend total assets

   14,873,831

   1,906,778

   2,613,401

   10,238

   $                  19,404,248Corporate items and eliminations

   -

   -

   (509,701)

   -

   $                    (509,701)






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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

NOTE 15 - COMMITMENTS AND CONTINGENCIES

Operating Leases

The Company leases its primary office space in Lynnfield, Massachusetts from a related party (see Note 9). In October 2009, this lease term was extended to March 31, 2015. The Company continues to lease office space for offices located in Topsfield, Massachusetts from a related party (see Note 9) and Coral Gables, Florida. These leases expire in March 2012 and November 2011, respectively. The Company has entered into various operating leases for office equipment and furniture.

The total minimum rental due in future periods under these existing agreements as of March 31, 2011 are as follows:

2012

   $                  381,3502013

   283,9222014

   276,3542015

   282,2142016

   24,000$               1,247,840




Rent expense under the operating leases was $393,269 and $336,385 for the years ended March 31, 2011 and 2010, respectively, and is included in occupancy costs in the statement of income.

The Company is contractually obligated in the short-term for approximately $426,140 of costs associated with hosting national events at various hotels that are expected to be paid in the year ended March 31, 2012.

The Company offers loans and transition assistance to its representatives mainly for recruiting or retention purposes. These commitments are contingent upon certain events occurring, including, but not limited to, the representatives joining the Company and meeting certain production requirements. As of March 31, 2011, there were no such outstanding commitments.

NOTE 16 - LITIGATION AND REGULATORY MATTERS

In the ordinary course of business, the Company and its subsidiaries are routinely defendants in or parties to pending and threatened legal actions and proceedings brought on behalf of various claimants, some of which seek material and/or indeterminable amounts. Certain of these actions and proceedings are based on alleged violations of consumer protection, securities and other laws and may involve claims for substantial monetary damages asserted against the Company and its subsidiaries. Also, the Company and its subsidiaries are subject to regulatory examinations, information gathering requests, inquiries, investigations and formal administrative proceedings that may result in fines or other negative impact on the Company. ICC, as a duly registered broker/dealer and investment advisor, is subject to regulation by the SEC, FINRA, NYSE - Amex (formerly the American Stock Exchange) and other state securities regulators.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

The Company maintains Errors and Omissions ("E&O") insurance to protect itself from potential damages and/or legal costs associated with certain litigation and arbitration proceedings and, as a result, in the majority of cases the Company’s exposure is limited to $100,000 in any one case, subject to policy limitations and exclusions. The Company also maintains a fidelity bond to protect itself from potential damages and/or legal costs related to fraudulent activities pursuant to which the Company’s exposure is usually limited to a $350,000 deductible per case, subject to policy limitations and exclusions.

The Company recognizes a legal liability when management believes it is probable that a liability has been incurred and the amount can be reasonably estimated. Conclusions on the likelihood that a liability has been incurred and estimates as to the amount of the liability are based on consultations with the Company’s General Counsel who, when situations warrant, may engage and consult external counsel to assist with the evaluation and handle certain matters. Legal fees for defense costs are expensed as incurred and classified as professional services within the consolidated statements of income.

As of March 31, 2011 and March 31, 2010, the Company had accrued expenses of approximately $1,651,000 and $765,000, respectively, in legal fees and estimated probable settlement costs relating to the Company’s defense in various legal matters. It is possible that some of the matters could require the Company to pay damages or make other payments or establish accruals in amounts that could not be estimated and/or could exceed those accrued as of March 31, 2011. Key components of the March 31, 2011 accrual included (i) claims arising from alleged poor performance of certain real estate investments trusts (“REITs”) and oil and gas limited partnerships that have experienced bankruptcy or other financial difficulties during or in connection with the recent global credit crisis and (ii) costs incurred in the settlement of state regulatory matters concerning sales practices respecting certain other investment products.

NOTE 17- NET CAPITAL REQUIREMENTS

ICC is subject to SEC Uniform Net Capital Rule (Rule 15c3-1) which requires that our broker-dealer subsidiary maintain minimum net capital. As of March 31, 2011, ICC computes net capital requirements under the alternative method, which requires firms to maintain minimum net capital, as defined, equal to the greater of $250,000 or 2% of aggregate debit balances. Repayment or prepayment of subordinated debt and withdrawal of equity from retiring partners or officers is subject to net capital not falling below 5% of aggregate debits or 120% of minimum net capital requirement

Prior to March 31, 2011, ICC was subject to minimum net capital of $100,000 and a ratio of aggregate indebtedness to net capital (a “net capital ratio”) not to exceed 15 to 1. Under the rule, indebtedness generally includes all money owed by ICC, and net capital includes ICC cash and assets that are easily converted into cash. SEC rules also prohibit "equity capital" (which, under the net capital rule, includes subordinated loans) from being withdrawn, cash dividends from being paid and other specified actions of similar effect from being taken, if, among other specified contingencies, ICC’s net capital ratio would exceed 10 to 1 or if ICC would have less than 120% of its minimum required net capital.

As of March 31, 2011, ICC had net capital of $2.84 million (i.e., an excess of $2.59 million) as compared to net capital of approximately $3.39 million (i.e., an excess of $2.91 million) as of March 31, 2010. The decrease in net capital primarily was due to legal fees and settlement costs in addition to regulatory fines that have impacted this year’s results and cash flow from operations.

NOTE 18 - BENEFIT PLANS

The 1994 Stock Option Plan

As of September 1, 1994, the Company adopted a stock option plan (the "1994 Plan") that provided for the granting of options to Timothy Murphy, the Company’s CEO, to purchase shares of the common stock of the Company for $1.00 per share. Following a three for two stock split in 1997, a maximum of 150,000 shares of common stock were issuable under the 1994 Plan. The number of options and grant date were determined at the discretion of the Company's Board of Directors (the "Board"). Options outstanding under the 1994 Plan are fully exercisable and have no stated expiration.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

The 1996 Incentive Stock Plan

As of October 1, 1997, the Board adopted the 1996 Incentive Stock Plan (the "1996 Plan"). Key employees, directors and the Company's registered representatives are eligible to receive stock options and stock grants, and the aggregate number of shares to be delivered under the 1996 Plan cannot exceed 300,000. As of March 31, 2011 and 2010, there were no options outstanding. As of March 31, 2011, the Company had granted a total of 218,750 shares of stock under the 1996 Plan.

The 2001 Equity Incentive Plan

As of March 12, 2001, the Board adopted the 2001 Equity Incentive Plan (the "2001 Plan"). Key employees, directors and the Company's registered representatives are eligible to receive stock grants and/or stock options to purchase shares of the common stock of the Company. The aggregate number of shares issuable under the 2001 Plan cannot exceed 250,000. The numbers of shares subject to each stock grant or stock option and any vesting requirements are determined by the Board. As of March 31, 2011, no shares of stock have been granted under the 2001 Plan.

The 2005 Equity Incentive Plan

The Investors Capital Holdings, Ltd. 2005 Equity Incentive Plan (the “2005 Plan”) was adopted by the Board on May 17, 2005, and was approved by vote of the Company’s stockholders at a September 21, 2005 meeting. The purpose of the 2005 Plan is (i) to attract and retain employees, directors, officers, representatives and other individuals upon whom the responsibilities of the successful administration, management, planning and/or organization of the Company may rest, and whose present and potential contributions to the welfare of the Company, a parent corporation or a subsidiary are of importance (“Key Contributors”), and (ii) to motivate Key Contributors with a view toward enhancing profitable growth of the Company over the long term. Under the 2005 Plan, the Company is authorized to award options to purchase common stock, and shares of common stock, to employees, independent representatives and others who have contributed to or are expected to contribute to the Company, its businesses and prospects. Stock options and restricted stock customarily are granted by the Company in connection with initial employment or under various retention plans. Options may, but need not, be designated as incentive stock options (“ISOs”) within the meaning of Section 422 of the Internal Revenue Code of 1986. As of March 31, 2011 and 2010, the Company had not granted any options under the plan and had no current plans to do so.

Restricted shares of stock granted under the 2005 Plan as of March 31, 2010 have been either fully vested at date of grant or subject to vesting over times periods varying from one to five years after the date of grant, unvested shares being subject to forfeiture in the event of termination of the grantee’s relationship with the Company, other than for death or disability. The compensation cost associated with restricted stock grants is recognized over the vesting period of the shares and is calculated as the market value of the shares on the date of grant. Restricted shares have been recorded as deferred compensation, which is a component of paid-in capital within stockholders’ equity on the Company’s Consolidated Balance Sheets.

The following table presents the total number of restricted stock grants awarded under the 2005 Plan during the last two fiscal years:

Number of Restricted SharesGranted in Fiscal Year Ended March 31,2011

   2010Registered representatives

   30,000

   28,701Employees

   -

   -30,000

   28,701




Stock compensation for the years ended March 31, 2011 and 2010 for restricted shares issued under all Plans was $183,743 and $243,651, respectively.





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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

The following activity under the 2005 plan occurred during the fiscal year ended March 31, 2011:

Weighted Ave

   Weighted AverageShares

   Stock Price

   Vested Life

   Fair Value $Non-vested at 4/1/2010

   62,863

   $3.50

   1.91 years

   $         220,021Granted

   30,000

   $4.13

   

   $          123,900Less: vested

   (49,427)

   $3.72

   

   $       (183,868)Less: canceled

   (7,545)

   $3.54

   

   $            26,709Non-vested at 3/31/2011

   35,891

   $3.72

   1.99 years

   $         133,515




The following activity under the 2005 Plan occurred during the fiscal year ended March 31, 2010:

Weighted Ave

   Weighted AverageShares

   Stock Price

   Vested Life

   Fair Value $Non-vested at 4/1/2009

   96,913

   $4.11

   1.66 years

   $           398,312Granted

   28,701

   $2.65

   

   $             76,058Less: vested

   (59,677)

   $4.05

   

   $        (241,692)Less: canceled

   (3,074)

   $3.97

   

   $          (12,204)Non-vested at 3/31/2010

   62,863

   $3.50

   1.91 years

   $           220,021




The Company's results for the fiscal year ended March 31, 2011 and 2010, respectively includes $106,821 and $124,269 of compensation costs related to vesting of restricted stock grants to employees and $76,922 and $119,382 of restricted stock grants to directors, consultants and independent representatives, under the 2005 Plan.

As of March 31, 2011 there was $133,515 of unrecognized compensation cost related to grants under the 2005 Plan.

Stock Option Grants

A summary of the status of the Company's employee, representative and Directors' fixed stock options as of March 31, 2011 and 2010, and changes during the fiscal years ended on those dates, is presented below:



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Employee

   2011

   2010Fixed Options

   

   Weighted-Average

   

   Weighted-AverageShares

   Exercise Price

   Shares

   Exercise PriceOutstanding at beginning of year

   150,000

   $1.00

   150,000

   $1.00Granted

   -

   

   -Forfeited

   -

   

   -Exercised

   -

   

   -Outstanding at year end

   150,000

   $1.00

   150,000

   $1.00Options exercisable at year-end

   150,000

   

   150,000Weighted-average fair value ofoptions granted during the year

   -

   

   -




The intrinsic value of above stock options was $766,500 at March 31, 2011.



A summary of the status of the Company's independent registered representatives' fixed stock options as of March 31, 2011 and 2010, and changes during the years ending on those dates, is presented below:



Independent Representatives

   2011

   2010Fixed Options

   

   Weighted-Average

   

   Weighted-AverageShares

   Exercise Price

   Shares

   Exercise PriceOutstanding at beginning of year

   -

   

   31,272

   $4.55GrantedForfeited

   -

   

   (31,272)

   $4.55Exercised

   -

   

   -Outstanding at year end

   -

   

   -Options exercisable at year-end

   -

   

   -




Retirement Plan:The Company has a 401(k) retirement plan that allows participation by all employees with at least three months of service. The Company did not make any discretionary contribution for the years ended March 31, 2011 and 2010.

Non-Qualified Deferred Compensation Plan:Effective December 2007, the Company established the Investors Capital Holdings, Ltd. Deferred Compensation Plan (the “NQ Plan”) as well as a Rabbi Trust Agreement for this Plan, for which ICC is the NQ Plan’s sponsor. The unfunded NQ Plan enables eligible ICC’s Representatives to elect to defer a portion of earned commissions, as defined by the NQ Plan. The total amount of deferred compensation was $308,698 and $309,036 for the years ended March 31, 2011 and 2010, respectively.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

NOTE 19 - EARNINGS PER COMMON SHARE

Basic earnings per share represent income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects the dilutive effect of all stock options and other items outstanding during the period that could potentially result in the issuance of common stock, as well as any adjustment to income that would result from the assumed issuance. As of March 31, 2011 and 2010, there were no stock options and no restricted stock outstanding that were not included in the diluted earnings per share calculation because they were anti-dilutive. As of March 31, 2011,  there were 150,000 stock options and 79,169 shares of unvested restricted stock outstanding that would have been included in the diluted earnings per share for dilution. As of March 31, 2010,  there were 150,000 stock options and 113,401 shares of unvested restricted stock outstanding that would have been included in the diluted earnings per share for dilution.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



|ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANT ON ACCOUNTINGAND FINANCIAL DISCLOSURE.

          None.ITEM 9A. CONTROLS AND PROCEDURESDisclosure Controls and Procedures
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Our management has evaluated, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report as defined in Rule 13a-15(f) or Rule 15d-15(f) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based on that evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective in ensuring that information required to be disclosed in our Exchange Act reports is (1) recorded, processed, summarized and reported in a timely manner, and (2) accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

Report of Management on Internal Control Over Financial Reporting

The Company is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financial reporting is a process to provide reasonable assurance regarding the reliability of our financial reporting for external purposes in accordance with accounting principles generally accepted in the United States of America. Internal control over financial reporting includes maintaining records that in reasonable detail accurately and fairly reflect our transactions; providing reasonable assurance that transactions are recorded as necessary for preparation of our financial statements; providing reasonable assurance that receipts and expenditures of company assets are made in accordance with management authorization; and providing reasonable assurance that unauthorized acquisition, use or disposition of company assets that could have a material effect on our financial statements would be prevented or detected on a timely basis. Because of its inherent limitations, internal control over financial reporting is not intended to provide absolute assurance that a misstatement of our financial statements would be prevented or detected.

Management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting based on the framework inInternal Control – Integrated Frameworkissued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of March 31, 2011.

Remediation of Material Weaknesses in Internal Control

Not applicable.

No Attestation Report by Public Accounting Firm

This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by the Company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management’s report in this annual report.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Changes in Internal Controls Over Financial Reporting

There has been no change in our internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.



|PART IIIINCORPORATION BY REFERENCE
|----------------------------------

Item 10 – “Directors, Executive Officers and Corporate Governance”, Item 11 – "Executive Compensation", Item 12 – "Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters", Item 13 – "Certain Relationships and Related Transactions, and Director Independence" and Item 14 – “Principal Accountant Fees and Services” are incorporated herein by this reference to the Company's definitive proxy statement for its 2011 annual meeting of stockholders, which definitive proxy statement is expected to be filed with the Commission not later than 120 days after the end of the fiscal year to which this report relates. Information concerning our executive officers is included above at the end of Part I, Item I.

PART IVITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.Documents Filed as a Part of this Report:Page1.

   Financial Statements:Report of Marcum LLP, Independent Registered Public Accounting Firm

   21Consolidated Balance Sheets as of March 31, 2011 and 2010

   22Consolidated Statements of Operationsfor the years ended March 31, 2011 and 2010

   23Consolidated Statements of Changes in Stockholders' Equity for the years ended March 31,2011 and 2010

   24Consolidated Statements of Cash Flows for the years ended March 31, 2011 and 2010

   25Notes to Consolidated Financial Statements

   26 - 44




|2. | Financial Statement Schedules:
|-- | ------------------------------

No financial schedules are listed since they are not applicable or are not required, or because the required information is included in the consolidated financial statements or notes thereto.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



3.

   ExhibitsExhibitNumber

   Description

   Location3.1

   Certificate of Incorporation

   (2)(Exh. 3.1)3.2

   By-Laws

   (2)(Exh. 3.2)4.1

   Form of Stock Certificate

   (2)(Exh. 4.1)10.1

   Employment Agreement with Theodore E. Charles (3)

   (9)(Exh. 10.2)10.2

   Employment Agreement with Timothy B. Murphy (3)

   (9)(Exh. 10.1)10.3

   The 1994 Stock Option Plan (3)

   (4)(Exh. 10.3)10.4

   The 1996 Stock Incentive Plan (3)

   (2)(Exh. 10.3)10.5

   The 2001 Equity Incentive Plan (3)

   (5)(Exh. 4.4)10.6

   The 2005 Equity Incentive Plan (3)

   (6)(Exh. 4.5)10.7

   Form of June 2006 Stock Grant Agreement (3)

   (7)(Exh. 10.8)10.8

   Form of February 2009 Stock Grant Agreement (3)

   (7)(Exh. 10.9)10.9

   Consulting Agreement with Theodore E. Charles (3)

   (9)(Exh. 10.3)10.10

   Registration Agreement with Theodore E. Charles et. al.

   (10)(Exh. 10.1)14.1

   Code of Business Conduct and Ethics

   (8)(Exh. 5.05)21.1

   Subsidiaries of Investors Capital Holdings, Ltd. as of March 31, 2010.

   (1)23.1

   Consent of MARCUM LLP

   (1)31.1

   Certification of Timothy B. Murphy pursuant to Rule 13a-14(a)

   (1)31.2

   Certification of Kathleen L. Donnelly pursuant to Rule 13a-14(a)

   (1)32.1

   Certification of Timothy B. Murphy pursuant to 18 U.S.C. Section 1350

   (1)32.2

   Certification of Kathleen L. Donnelly pursuant to 18 U.S.C. Section 1350

   (1)




|(1) | Filed herewith.                                                                                                                                     
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------
|(2) | Incorporated by reference to the indicated exhibit to the Registrant's Quarterly Report on Form 10- Q filed November 14, 2007.                      
|(3) | A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.                 
|(4) | Incorporated by reference to the indicated exhibit to the Registrant’s Annual Report on Form 10-K filed June 30, 2005.                              
|(5) | Incorporated by reference to the indicated exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-117807) filed July 30, 2004.
|(6) | Incorporated by reference to the indicated exhibit to the Registrant’s Registration Statement on Form S-8 (File No. 333-134885) filed June 9, 2006. 



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

|(7)  | Incorporated by reference to the indicated exhibit to the Registrant’s Annual Report on Form 10-K filed June 30, 2008.
|---- | ----------------------------------------------------------------------------------------------------------------------
|(8)  | Incorporated by reference to the indicated exhibit to the Registrant’s Report on Form 8-K filed September 26, 2007.   
|(9)  | Incorporated by reference to the indicated exhibit to the Registrant’s Report on Form 8-K filed April 21, 2010.       
|(10) | Incorporation by reference to the indicated exhibit of the Registrant’s report on Form 8-K filed March 7, 2011.       

Any exhibit not included with this Form 10-K when furnished to any shareholder of record will be furnished to such shareholder upon written request and payment of up to $.25 per page plus postage. Such requests should be directed to Douglas Leonard, Corporate Secretary, Investors Capital Holdings, Ltd., 230 Broadway East, Lynnfield, MA 01940-2320.

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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|INVESTORS CAPITAL HOLDINGS, LTD.

   By: /s/ Timothy B. MurphyChief Executive Officer

   Date: May 19, 2011
|------------------------------------------------------------------------------------------------------------

Pursuant to the requirements of the Securities Act of 1933, this Annual Report on Form 10-K has been signed by the following persons in the capacities and as of the dates indicated.

Signature

   Capacity(ies)

   Date/s/ Timothy B. Murphy

   Principal Executive Officer

   May 19, 2011Timothy B. Murphy/s/ Kathleen L. Donnelly

   Principal Financial and Accounting Officer

   May 19, 2011Kathleen L. Donnelly/s/ Theodore E. Charles

   Director

   May 19,2011Theodore E. Charles/s/ Geoffrey Chalmers

   Director

   May 19, 2011Geoffrey Chalmers/s/ William Atherton

   Director

   May 19, 2011William Atherton/s/ Robert Martin

   Director

   May 19, 2011Robert Martin/s/ Arthur J. Stickney

   Director

   May 19, 2011Arthur J. Stickney






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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

EXHIBIT INDEX

(Exhibits being initially filed with this Form 10-K)

|21.1 | Subsidiaries of Investors Capital Holdings, Ltd. as of March 31, 2011   
|---- | ------------------------------------------------------------------------
|23.1 | Consent of MARCUM LLP                                                   
|31.1 | Certification of Timothy B. Murphy pursuant to Rule 13a-14(a)           
|31.2 | Certification of Kathleen L. Donnelly pursuant to Rule 13a-14(a)        
|32.1 | Certification of Timothy B. Murphy pursuant to 18 U.S.C. Section 1350   
|32.2 | Certification of Kathleen L. Donnelly pursuant to 18 U.S.C. Section 1350



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Exhibit 21.1

Subsidiaries of Investors Capital Holdings, Ltd.

Subsidiary

   

   

   Jurisdiction of IncorporationInvestors Capital Corporation

   

   

   

   MAICC Insurance Agency, Inc.

   

   

   

   MAInvestors Capital Holdings Securities Corporation

   MA




All subsidiaries are wholly-owned by Investors Capital Holdings, Ltd.



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



|Exhibit 23.1
|------------

INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT

We consent to the incorporation by reference in the Registration Statements of Investors Capital Holdings, Ltd. and Subsidiaries on Form S-8 (No. 333-117807, No. 333-134885 and No. 333-173120), and in the Registration Statement of Investors Capital Holdings, Ltd. and Subsidiaries on Form S-3 (No. 333-172551) of our report dated May 19, 2011 with respect to our audits ofthe consolidated financial statements of Investors Capital Holdings, Ltd. and Subsidiaries as of March 31, 2011 and 2010 and for the years then ended, which report is included in this Annual Report on Form 10-K of Investors Capital Holdings, Ltd. and Subsidiaries for the year ended March 31, 2011.



|/s/ MARCUM LLPBoston, MassachusettsMay 19, 2011
|-----------------------------------------------



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Exhibit 31.1CERTIFICATIONI, Timothy B. Murphy, certify that:1.

   I have reviewed this annual report on Form 10-K of Investors Capital Holdings, Ltd.;2.

   Based on my knowledge, this report 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 underwhich such statements were made, not misleading with respect to the period covered by this report;3.

   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in said report;4.

   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)

   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;b)

   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;c)

   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; andd)

   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter inthe case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.

   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalent functions):a)

   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; andb)

   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.


Date: May 19, 2011   By: /s/ Timothy B. Murphy    Timothy B. MurphyChief Executive Officer and Director(principal executive officer)




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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011

Exhibit 31.2CERTIFICATIONI, Kathleen L. Donnelly, certify that:1.

   I have reviewed this annual report on Form 10-K of Investors Capital Holdings, Ltd.;2.

   Based on my knowledge, this report 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 underwhich such statements were made, not misleading with respect to the period covered by this report;3.

   Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cashflows of the registrant as of, and for, the periods presented in said report;4.

   The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) andinternal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:a)

   Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relatingto the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;b)

   Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;c)

   Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures,as of the end of the period covered by this report based on such evaluation; andd)

   Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth quarter inthe case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and5.

   The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of theregistrant's board of directors (or persons performing the equivalent functions):a)

   All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant'sability to record, process, summarize and report financial information; andb)

   Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.




Date: May 19, 2011

By: /s/ Kathleen L. Donnelly



|Kathleen L. DonnellyChief Financial Officer(principal financial officer)
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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



|Exhibit 32.1CERTIFICATION
|-------------------------

I, Timothy B. Murphy, certify that this report on Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Investors Capital Holdings, Ltd.

Date: May 19, 2011

By: /s/ Timothy B. Murphy



|Timothy B. MurphyChief Executive Officer and Director(principal executive officer)
|----------------------------------------------------------------------------------



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INVESTORS CAPITAL HOLDINGS, LTD – Annual Report on Form 10-KFiscal Year Ended March 31, 2011



|Exhibit 32.2CERTIFICATION
|-------------------------

I, Kathleen L. Donnelly, certify that this report on Form 10-K fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in this report fairly presents, in all material respects, the financial condition and results of operations of Investors Capital Holdings, Ltd.

Date: May 19, 2011

By: /s/ Kathleen L. Donnelly



|Kathleen L. DonnellyChief Financial Officer(principal financial officer)
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