|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549_____________
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|FORM 10-Q
|---------



|[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d)OF THE SECURITIES EXCHANGE ACT OF 1934For the quarterly period ended June 30, 2009Commission File Number: 1-16349INVESTORS 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.)
|--------------------------------------------------------------------- | ---------------------------------------------



|230 Broadway E.Lynnfield, Massachusetts 01940(Address of principal executive offices)(781) 593-8565(Registrant's telephone number, including area code)
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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 [ ] No [X]

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 [X] No [ ]

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](Do not check if a smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

There were 6,565,961 shares outstanding of the issuers common stock, par value $.01 per share, as of August 10, 2009.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|Table of Contents
|-----------------

PART I

-----------------------------------------------------------------------------------------------FINANCIAL INFORMATIONITEM 1. FINANCIAL STATEMENTSITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSISITEM 4. CONTROLS AND PROCEDURES

PART II

-----------------------------------------------------------------------------------------------OTHER INFORMATIONITEM 1. LEGAL PROCEEDINGSITEM 6. EXHIBITSSIGNATURES

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|                                                                             |                                      |                        |                            |                       
|---------------------------------------------------------------------------- | ------------------------------------ | ---------------------- | -------------------------- | ----------------------
|PART I                                                                       | FINANCIAL INFORMATION                |                        |                            |                       
|ITEM 1.                                                                      | FINANCIAL STATEMENTS                 |                        |                            |                       
|                                                                            
|INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES                           
|CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)                           
|                                                                            
|                                                                             |                                      | June 30, 2009          |                            | March 31, 2009        
|Assets                                                                       |                                      |                        |                           
|Current Assets                                                               |                                      |                        |                           
|Cash and cash equivalents                                                    | $                5,290,702           |                        | $                6,151,613
|Deposit with clearing organization, restricted                               | 175,000                              |                        | 175,000                   
|Accounts receivable                                                          | 5,818,394                            |                        | 6,154,798                 
|Note receivable - (current)                                                  | 8,646                                |                        | 8,674                     
|Loans receivable from registered representatives (current), net of allowance | 669,364                              |                        | 737,571                   
|Prepaid income taxes                                                         | 168,236                              |                        | 295,608                   
|Marketable securities, at market value                                       | 161,817                              |                        | 85,436                    
|Prepaid expenses                                                             | 848,726                              |                        | 858,679                   
|                                                                             |                                      | 13,140,885             |                            | 14,467,379            
|                                                                            
|Property and equipment, net                                                  | 861,278                              |                        | 950,619                   
|                                                                            
|Long Term Investments                                                        |                                      |                        |                           
|Loans receivable from registered representatives, less current portion       | 141,506                              |                        | 129,358                   
|Note receivable, less current portion                                        | 747,617                              |                        | 747,617                   
|Investments                                                                  |                                      | 144,157                |                            | 127,143               
|Non-qualified deferred compensation investment                               | 659,805                              |                        | 533,665                   
|Cash surrender value life insurance policies                                 | 454,371                              |                        | 406,089                   
|                                                                             |                                      | 2,147,456              |                            | 1,943,872             
|Other Assets                                                                 |                                      |                        |                            |                       
|Deferred tax asset, net                                                      | 870,222                              |                        | 1,097,952                 
|Other assets                                                                 |                                      | 72,564                 |                            | 44,512                
|                                                                             |                                      | 942,786                |                            | 1,142,464             
|                                                                            
|                                                                             | TOTAL ASSETS                         | $           17,092,406 |                            | $           18,504,334
|                                                                            
|                                                                             | Liabilities and Stockholders' Equity |                        |                            |                       
|Current Liabilities                                                          |                                      |                        |                           
|Accounts payable                                                             | $                1,851,183           |                        | $                2,029,286
|Accrued expenses                                                             | 1,306,339                            |                        | 2,347,761                 
|Notes payable                                                                | 624,841                              |                        | 1,044,805                 
|Unearned revenues                                                            | 102,668                              |                        | 94,259                    
|Commissions payable                                                          | 2,810,866                            |                        | 2,860,093                 
|Securities sold, not yet purchased, at market value                          | 12,468                               |                        | 7,056                     
|                                                                             |                                      | 6,708,365              |                            | 8,383,260             
|Long-Term Liabilities                                                        |                                      |                        |                           
|Non-qualified deferred compensation plan                                     | 668,623                              |                        | 541,993                   
|                                                                             |                                      | 668,623                |                            | 541,993               
|                                                                            
|Total liabilities                                                            | 7,376,988                            |                        | 8,925,253                 
|                                                                            
|Stockholders' Equity:                                                        |                                      |                        |                           
|Common stock, $.01 par value, 10,000,000 shares authorized;                  |                                      |                        |                           
|6,569,846 issued and 6,565,961 outstanding at June 30, 2009;                 |                                      |                        |                           
|6,570,177 issued and 6,566,292 outstanding at March 31, 2009                 | 65,698                               |                        | 65,702                    
|Additional paid-in capital                                                   | 11,921,254                           |                        | 11,852,467                
|Accumulated deficit                                                          | (2,234,086)                          |                        | (2,285,622)               
|Less: Treasury stock, 3,885 shares at cost                                   | (30,135)                             |                        | (30,135)                  
|Accumulated other comprehensive income                                       | (7,313)                              |                        | (23,331)                  
|Total stockholders' equity                                                   | 9,715,418                            |                        | 9,579,081                 
|TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                   | $           17,092,406               |                        | $           18,504,334    
|                                                                             |                                      |                        |                           
|                                                                             |                                      |                        |                           
|See Notes to Condensed Consolidated Financial Statements.                   

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|                                                          |                                    |  |                                  
|--------------------------------------------------------- | ---------------------------------- |  | ---------------------------------
|INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES        
|CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS          
|THREE MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)    
|                                                         
|                                                          | 2009                               |  | 2008                             
|Revenue:                                                  |                                    |  |                                  
|Commissions                                               | $               15,712,809         |  | $               19,274,159       
|Advisory fees                                             | 2,432,188                          |  | 3,014,677                        
|Other fee income                                          | 141,677                            |  | 137,647                          
|Marketing revenue                                         | 218,530                            |  | 311,226                          
|Interest, dividend and investment                         | 109,631                            |  | 160,459                          
|Total Revenue                                             | 18,614,835                         |  | 22,898,168                       
|                                                         
|Commission and Advisory Fee Expenses                      | 15,113,975                         |  | 18,585,175                       
|Gross Profit                                              | 3,500,860                          |  | 4,312,993                        
|                                                         
|                                                          | 19.14%                             |  | 19.23%                           
|Operating Expenses:                                       |                                    |  |                                  
|Advertising                                               | 182,362                            |  | 437,223                          
|Communications                                            | 150,619                            |  | 237,418                          
|Selling expenses                                          | 332,981                            |  | 674,641                          
|                                                         
|Compensation and benefits                                 | 1,671,936                          |  | 2,521,453                        
|Regulatory, legal and professional                        | 615,624                            |  | 1,083,699                        
|Occupancy                                                 | 229,116                            |  | 302,135                          
|Other administrative                                      | 350,485                            |  | 301,776                          
|Interest                                                  | 10,580                             |  | 11,857                           
|Total Administrative Expenses                             | 2,877,741                          |  | 4,220,920                        
|                                                         
|Total Operating Expenses                                  | 3,210,722                          |  | 4,895,561                        
|                                                         
|Operating Income (loss)                                   | 290,138                            |  | (582,568)                        
|                                                         
|(Benefit) provision for income taxes                      | 238,602                            |  | (308,023)                        
|                                                         
|Net income (loss)                                         | $                      51,536      |  | $                 (274,545)      
|                                                         
|Earnings per common share                                 |                                    |  |                                  
|Basic earnings per common share:                          | $                          0.01    |  | $                       (0.04)   
|Diluted earnings per common share:                        | $                          0.01    |  | N/A                              
|                                                         
|Dividends per common share:                               |                                    |  |                                  
|Basic earnings per common share                           | $                                - |  | $                               -
|Diluted earnings per common share                         | $                                - |  | $                               -
|                                                         
|Share Data                                                |                                    |  |                                  
|Weighted average shares used in basic earnings per        |                                    |  |                                  
|common share calculations                                 | 6,483,690                          |  | 6,332,746                        
|Plus: Incremental shares from assumed exercise of         |                                    |  |                                  
|stock options                                             | 226,679                            |  | 595,559                          
|Weighted average shares used in diluted earnings per      |                                    |  |                                  
|common share calculations                                 | 6,710,369                          |  | 6,928,305                        
|                                                          |                                    |  |                                  
|                                                          |                                    |  |                                  
|See Notes to Condensed Consolidated Financial Statements.



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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|                                                                                                                                                                             |                |                             |                          |                                 |                           |                            |                             |                   
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------- | --------------------------- | ------------------------ | ------------------------------- | ------------------------- | -------------------------- | --------------------------- | ------------------
|INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
THREE MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)
|                                                                                                                                                                             |                |                             |                          |                                 |                           |                            |                            
|                                                                                                                                                                             | Common Stock   |                             |                          |                                 |                           | Accumulated                |                            
|                                                                                                                                                                             | $.01 Par Value | Additional                  | Comprehensive            | Retained                        | Treasury                  | Other                      | Total                      
|                                                                                                                                                                             | Number of      | Carrying                    | Paid-In                  | Income                          | Earnings                  | Stock                      | Comprehensive               | Stockholders'     
|                                                                                                                                                                             | Shares         | Amount                      | Capital                  |                                 | (Deficit)                 |                            | Income (Loss)               | Equity            
|Balance at April 1, 2008                                                                                                                                                     | 6,535,871      | $                   65,359  | $            10,886,381  |                                 | $               (455,623) | $                 (30,135) | $                    28,674 | $      10,494,656 
|Stock-based compensation:                                                                                                                                                    |                |                             |                          |                                 |                           |                            |                             |                   
|Exercise of stock options                                                                                                                                                    | 2,240          | 22                          | 7,818                    |                                 |                           |                            |                             | 7,840             
|Amortization of deferred compensation                                                                                                                                        |                |                             | 237,812                  |                                 |                           |                            |                             | 237,812           
|Issuance of Common Stock under Plans                                                                                                                                         | 2,000          | 20                          | 4,610                    |                                 |                           |                            |                             | 4,630             
|Comprehensive income:                                                                                                                                                        |                |                             |                          |                                 |                           |                            |                             |                   
|Net loss                                                                                                                                                                     |                |                             |                          | (274,545)                       | (274,545)                 |                            |                             |                   
|Other Comprehensive Income:                                                                                                                                                  |                |                             |                          |                                 |                           |                            |                             |                   
|Unrealized gain on securities:                                                                                                                                               |                |                             |                          |                                 |                           |                            |                             |                   
|Unrealized holding loss arising during                                                                                                                                       |                |                             |                          | (3,668)                         |                           |                            |                             |                   
|the period, no tax effect                                                                                                                                                    |                |                             |                          |                                 |                           |                            |                             |                   
|No reclassification adjustment required                                                                                                                                      |                |                             |                          | -                               |                           |                            |                             |                   
|Other Comprehensive Loss                                                                                                                                                     |                |                             |                          | (3,668)                         |                           |                            | (3,668)                     |                   
|Comprehensive Loss                                                                                                                                                           |                |                             |                          | (278,213)                       |                           |                            |                             | (278,213)         
|                                                                                                                                                                             |                |                             |                          |                                 |                           |                            |                             |                   
|Balance at June 30, 2008                                                                                                                                                     | 6,540,111      | $                   65,401  | $            11,136,621  | -                               | $               (730,168) | $                 (30,135) | $                    25,006 | $      10,466,725 
|Balance at April 1, 2009                                                                                                                                                     | 6,570,177      | $                   65,702  | $            11,852,467  | $                             - | $            (2,285,622)  | $                 (30,135) | $                 (23,331)  | $        9,579,081
|Stock-based compensation:                                                                                                                                                    |                |                             |                          |                                 |                           |                            |                             |                   
|Exercise of stock options                                                                                                                                                    |                |                             |                          |                                 |                           |                            |                             |                   
|Amortization of deferred compensation                                                                                                                                        |                |                             | 68,783                   |                                 |                           |                            |                             | 68,783            
|Cancelled restricted shares                                                                                                                                                  | (333)          | (4)                         | 4                        |                                 |                           |                            |                             | -                 
|Comprehensive income:                                                                                                                                                        |                |                             |                          |                                 |                           |                            |                             |                   
|Net Income                                                                                                                                                                   |                |                             |                          | 51,536                          | 51,536                    |                            |                             |                   
|Other Comprehensive Income:                                                                                                                                                  |                |                             |                          |                                 |                           |                            |                             |                   
|Unrealized gain on securities:                                                                                                                                               |                |                             |                          |                                 |                           |                            |                             |                   
|Unrealized holding gain arising during                                                                                                                                       |                |                             |                          | 16,018                          |                           |                            |                             |                   
|the period, no tax effect                                                                                                                                                    |                |                             |                          |                                 |                           |                            |                             |                   
|No reclassification adjustment required                                                                                                                                      |                |                             |                          | -                               |                           |                            |                             |                   
|Other Comprehensive Income:                                                                                                                                                  |                |                             |                          | 16,018                          |                           |                            | 16,018                      |                   
|Comprehensive Loss                                                                                                                                                           |                |                             |                          | 67,554                          |                           |                            |                             | 67,554            
|                                                                                                                                                                             |                |                             |                          |                                 |                           |                            |                             |                   
|Balance at June 30, 2009                                                                                                                                                     | 6,569,844      | $                    65,698 | $             11,921,254 | $                             - | $            (2,234,086)  | $                 (30,135) | $                   (7,313) | $        9,715,418
|                                                                                                                                                                             |                |                             |                          |                                 |                           |                            |                             |                   
|                                                                                                                                                                             |                |                             |                          |                                 |                           |                            |                             |                   
|See Notes to Condensed Consolidated Financial Statements.                                                                                                                   



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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIES                 
|CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS                   
|THREE MONTHS ENDED JUNE 30, 2009 AND 2008 (UNAUDITED)             
|                                                                  
|                                                                  
|                                                                   | 2009                               |  | 2008                                  
|Cash flows from operating activities:                              |                                    |  |                                       
|Net income                                                         | $                           51,536 |  | $                      (274,545)      
|Adjustments to reconcile net loss to net cash                      |                                    |  |                                       
|provided by operating activities:                                  |                                    |  |                                       
|Depreciation and amortization                                      | 88,142                             |  | 99,505                                
|Loss on disposal of property and equipment                         | 1,199                              |  | -                                     
|Amortization of discount on U.S. Treasury note                     | -                                  |  | (963)                                 
|Forgivable loans charged to commissions                            | 40,595                             |  | -                                     
|Recovery of allowance for doubtful accounts on RR loans receivable | (8,180)                            |  | -                                     
|Valuation allowance income taxes                                   | 102,405                            |  | -                                     
|Deferred taxes                                                     | 125,325                            |  | 60,372                                
|Stock-based compensation                                           | 68,783                             |  | 242,442                               
|Unrealized (gain) loss in marketable securities                    | 755                                |  | (68,935)                              
|Non-qualified deferred compensation investment                     | 490                                |  | (2,963)                               
|Market adjustment to cash surrender value life insurance policy    | 12,061                             |  | 3,623                                 
|                                                                  
|Change in operating assets and liabilities:                        |                                    |  |                                       
|Accounts receivable                                                | 336,404                            |  | (86,824)                              
|Loans receivable from registered representatives                   | 23,643                             |  | (62,025)                              
|Prepaid expenses and other assets                                  | (18,099)                           |  | (9,423)                               
|Prepaid income taxes                                               | 127,372                            |  | 301,605                               
|Securities, net                                                    | (71,724)                           |  | -                                     
|Accounts payable                                                   | (178,103)                          |  | 104,736                               
|Accrued expenses                                                   | (1,041,422)                        |  | 213,128                               
|Unearned revenues                                                  | 8,409                              |  | 7,718                                 
|Commissions payable                                                | (49,227)                           |  | 254,465                               
|Net cash (used in) provided by operating activities                | (379,636)                          |  | 781,916                               
|                                                                  
|Cash flows from investing activities:                              |                                    |  |                                       
|Acquisition of property and equipment                              | -                                  |  | (66,085)                              
|Proceeds from maturity of U.S. Treasury notes                      | -                                  |  | 500,000                               
|(Payments) Cash surrender value life insurance policy              | (60,343)                           |  | (18,221)                              
|Note receivable                                                    | 28                                 |  | 3,408                                 
|Purchase of investments                                            | (996)                              |  | (1,111)                               
|Net cash (used in) provided by investing activities                | (61,311)                           |  | 417,991                               
|                                                                  
|Cash flows from financing activities:                              |                                    |  |                                       
|Payments on note payable                                           | (419,964)                          |  | (469,300)                             
|Exercise of stock options                                          | -                                  |  | 7,840                                 
|Net cash used in financing activities                              | (419,964)                          |  | (461,460)                             
|                                                                  
|Net change in cash and cash equivalents                            | (860,911)                          |  | 738,447                               
|Cash and cash equivalents, beginning of period                     | 6,151,613                          |  | 4,340,082                             
|Cash and cash equivalents, end of period                           | $                     5,290,702    |  | $                     5,078,529       
|                                                                  
|Supplemental disclosures of cash flow information:                 |                                    |  |                                       
|Interest paid                                                      | $                          10,580  |  | $                            8,928    
|Income taxes paid                                                  | $                          58,734  |  | $                                    -
|                                                                   |                                    |  |                                       
|                                                                   |                                    |  |                                       
|See Notes to Condensed Consolidated Financial Statements.         



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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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INVESTORS CAPITAL HOLDINGS, LTD. AND SUBSIDIARIESNOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTSJUNE 30, 2009 (UNAUDITED)

NOTE 1 - ORGANIZATION, BASIS OF PRESENTATION AND SIGNIFICANT ACCOUNTING POLICIES

Incorporated in July 1995 under Massachusetts law and redomiciled under Delaware law in November 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 Agency (FINRA) and state securities regulators. ICC clears its public customer accounts on a fully disclosed basis through a clearing broker. ICC, doing business as Investors Capital Advisors (ICA), also provides investment advisory services.
- 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.
- In the past, Eastern Point Advisors, Inc. ("EPA") had been the Companys primary provider of investment advisory services. EPA withdrew its investment advisor registration with the SEC on May 5, 2008. EPA ceased operations and voluntarily dissolved during the fiscal quarter ended June 30, 2008. EPAs net assets and equity were transferred to ICC and ICH, respectively.

INTERIM FINANCIAL REPORTING:

The accompanying interim unaudited condensed consolidated financial statements of Investors Capital Holdings, Ltd. and its subsidiaries (the Company) have been prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) for interim financial information and with the instructions to Quarterly Report on Form 10-Q. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, these financial statements contain all of the adjustments necessary for a fair presentation of the results of the interim periods presented. Operating results for the three month period ended June 30, 2009 are not necessarily indicative of the results that may be expected for the year ending March 31, 2010. The balance sheet at March 31, 2009 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information, refer to the audited consolidated financial statements and footnotes thereto included in the Companys Annual Report on Form 10-K (the Form 10-K) for the fiscal year ended March 31, 2009 filed with the SEC.

USE OF ESTIMATES AND ASSUMPTIONS:

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

RECLASSIFICATIONS:

Certain amounts in prior periods have been reclassified to remain consistent with the current period financial statement presentation.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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SIGNIFICANT ACCOUNTING POLICIES:

Revenue Recognition

Company revenue recognition policies are summarized below. These policies are maintained in compliance with SEC Staff Accounting Bulletin ("SAB") 104, "Revenue Recognition in Financial Statements".

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.

The Company also receives credit for clearing charge adjustments that are netted against any clearing charges 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 monthly with 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 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 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, if any, collected in excess of the E & O insurance premium and/or fees due FINRA are recognized as revenue. Fees collected to maintain books and records are deferred and recognized ratably throughout the year.

Marketing 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.

Accounts Receivable  Allowance for Doubtful Accounts

Loans to representatives. Management performs periodic evaluations and provides an allowance based on 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 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. For the three months ended June 30, 2009, $40,595 was charged commission expense upon meeting respective forgiveness terms. There were no loans written off to commission expense for the three months ended June 30, 2008, respectively. See Note 6 - Loans to Registered Representatives.

Trade receivables.As prescribed by the SEC, trade receivables usually settle within three days. If a trade error results, the Company pursues remedies to collect on the trade error. The Company does not record a receivable resulting from 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.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Income Taxes

The Company recognizes deferred tax assets, subject to valuation allowances, and liabilities for the expected future tax consequences of events that have been recognized 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 of $0.10 million against ICHs historical deferred tax assets generated by net operating losses. Management believes it is more likely than not that the remaining deferred tax assets will be realized.

RECENTLY ISSUED ACCOUNTING STANDARDS:

In May, 2009, FASB issued Statement No. 165, Subsequent Events.This Statement sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements; the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements; and the disclosures that an entity should make about events or transactions that occurred after the balance sheet date. This Statement is effective for interim and annual periods ending after June 15, 2009. We adopted SFAS 165 effective June 30, 2009 and evaluated any subsequent events through the date of this filing. We concluded there were no material subsequent events requiring disclosue.

NOTE 2 - SEGMENT INFORMATION

The Company reports certain financial and descriptive information about its operating segments. The operating segments are 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, and, until recently, EPA. 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, within ICC, they are further allocated between the two operating segments based upon a determination of which segments utilize the assets. Total period-end assets are presented in this Note 2 on a stand-alone basis, i.e., without inter-company eliminations. Corporate items and eliminations are presented in the following table for the purpose of reconciling the stand-alone asset amounts to total consolidated assets.

Effective October 1, 2008, management modified its expense sharing agreement which revised the previous method of allocating expenses. Under this agreement there are no such ICH-generated overhead expenses. Instead, 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.

|                                  |                       |                        |                              |                             |                        
|--------------------------------- | --------------------- | ---------------------- | ---------------------------- | --------------------------- | -----------------------
|Segment reporting is as follows:  |                       |                        |                              |                             |                        
|                                 
|                                  | June 30, 2009        
|                                  | ICC                   | ICA                    | ICH                          | ICH Securities              | Totals                 
|                                 
|Non-interest revenue              | $          16,000,443 | $            2,504,761 | $                (2,489)     | $                         - | $         18,502,715   
|                                  |                       |                        |                              |                             |                        
|Interest and dividend income, net | 109,492               | -                      | 2,615                        | 13                          | $              112,120 
|                                  |                       |                        |                              |                             |                        
|Depreciation and amortization     | 86,975                | 1,167                  | -                            | -                           | $                88,142
|                                  |                       |                        |                              |                             |                        
|Income (loss)                     | 385,596               | 250,695                | (584,768)                    | 13                          | $                51,536
|                                  |                       |                        |                              |                             |                        
|Period end total assets           | 13,691,669            | 1,271,104              | 2,371,787                    | 10,200                      | $         17,344,760   
|Corporate items and eliminations  | N/A                   | N/A                    | N/A                          | N/A                         | (252,354)              
|Total assets                      |                       |                        |                              |                             | $         17,092,406   
|                                 
|                                  | June 30, 2008        
|                                  | ICC                   | ICA                    | ICH                          | ICH Securities              | Totals                 
|                                 
|Non-interest revenue              | $          19,671,055 | $            3,066,654 | $                          - | $                         - | $         22,737,709   
|                                  |                       |                        |                              |                             |                        
|Interest and dividend income, net | 153,802               | -                      | 3,681                        | 13                          | $              157,496 
|                                  |                       |                        |                              |                             |                        
|Depreciation and amortization     | 99,364                | 141                    | -                            | -                           | $                99,505
|                                  |                       |                        |                              |                             |                        
|Income (loss)                     | (423,050)             | 609,388                | (768,919)                    | 13                          | $           (582,568)  
|                                  |                       |                        |                              |                             |                        
|Period end total assets           | 12,940,122            | 569,624                | 5,181,162                    | 10,149                      | $         18,701,057   
|Corporate items and eliminations  | N/A                   | N/A                    | N/A                          | N/A                         | (1,543,511)            
|Total assets                      |                       |                        |                              |                             | $         17,157,546   

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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NOTE 3 - LITIGATION AND REGULATORY MATTERS

In the ordinary course of business, the Company is routinely a defendant in or party to pending and threatened legal actions and proceedings, including actions brought on behalf of various claimants. 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. Also, the Company is 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 Euronext (formerly the American Stock Exchange) and state securities regulators.

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 maximum exposure in any one case with coverage was $75,000 per the Companys E&O policy through December 30, 2008. 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 had accrued expenses of $1,323,206 and $2,267,522 as of June 30, 2009 and March 31, 2009, respectively related to legal fees and estimated probable settlement costs. Also, amounts included in accounts receivable of $945,223 at March 31, 2009 were subsequently collected by the Company from its fidelity bond carrier.

NOTE 4 - STOCK BASED COMPENSATION

The Company measures and recognizes compensation expense for all share-based awards made to employees and directors to be based on estimated fair values. Under the modified prospective transition method selected by the Company, all equity-based awards granted to employees and existing awards modified are accounted for at fair value with compensation expense recorded as a component of net (loss) income. The Company periodically issues common stock to employees, directors, officers, representatives and other key individuals in accordance with the provisions of the shareholder approved equity compensation plans.

Restricted Stock Grants

Restricted shares of stock granted under Companys 2005 Equity Incentive Plan (the 2005 Plan) as of June 30, 2009 have been either fully vested at date of grant or subject to vesting over time 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 activity occurred during the three months ended June 30, 2009:
|                                                                             |          |  | Weighted Ave                  |  | Weighted Average |  |                        
|                                                                             | Shares   |  | Stock Price                   |  | Vested Life      |  | Fair Value $           
|Non-vested at April 1, 2009                                                  | 96,913   |  | $                        4.11 |  | 1.66 years       |  | $               398,312
|Granted                                                                      | -        |  |                               |  |                  |  | -                      
|Vested                                                                       | (14,584) |  | $                        4.27 |  |                  |  | (62,274)               
|Canceled                                                                     | (333)    |  | $                        4.90 |  |                  |  | (1,632)                
|Non-vested at June 30, 2009                                                  | 81,996   |  | $                        4.08 |  | 1.48 years       |  | $               334,544
|                                                                            
|                                                                             |          | 
|The following activity occurred during the three months ended June 30, 2008: |          | 
|                                                                             |          |  | Weighted Ave                  |  | Weighted Average |  |                        
|                                                                             | Shares   |  | Stock Price                   |  | Vested Life      |  | Fair Value $           
|Non-vested at April 1, 2008                                                  | 264,142  |  | $                        2.38 |  | 1.76 yrs         |  | $               628,658
|Granted                                                                      | 2,000    |  | $                        5.40 |  |                  |  | 10,800                 
|Vested                                                                       | (47,475) |  | $                        4.98 |  |                  |  | (236,426)              
|Canceled                                                                     | (1,150)  |  | $                        4.87 |  |                  |  | (5,601)                
|Non-vested at June 30, 2008                                                  | 217,517  |  | $                        2.57 |  | 1.76 yrs         |  | $               559,019

The Companys net income for the three months ended June 30, 2009 includes $0.04 million of compensation costs related to the Companys grants of restricted stock to executives and employees and $0.03 million for grants to independent representatives, under the Plan. The Companys net loss for the three months ended June 30, 2008 includes $0.21 million of compensation costs related to the Companys grants of restricted stock to executives and employees, and $0.03 million for grants to independent representatives, under the 2005 Plan.

As of June 30, 2009 there was $334,544 of unrecognized compensation cost related to grants under the 2005 Plan.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Stock Option Grants

The following table summarizes information regarding the Company's employee and director fixed stock options as of June 30, 2009 and, 2008:

|                                   |         |                  |      |         |                 
|---------------------------------- | ------- | ---------------- | ---- | ------- | ----------------
|Employees , Director and Officers  | 2009    |                  | 2008
|Fixed Options                      |         | Weighted-Average |      |         | Weighted-Average
|                                   | Shares  | Exercise Price   |      | Shares  | Exercise Price  
|                                  
|Outstanding at beginning of year   | 150,000 | $1.00            |      | 150,000 | $1.00           
|Granted                            | -       |                  |      | -       |                 
|Forfeited                          | -       |                  |      | -       |                 
|Exercised                          | -       |                  |      | -       |                 
|Reclassified(non-employee)         | -       |                  |      | -       |                 
|                                  
|Outstanding at quarter end         | 150,000 | $1.00            |      | 150,000 | $1.00           
|                                  
|Options exercisable at quarter-end | 150,000 |                  |      | 150,000 |                 
|                                  
|Weighted-average fair value of     |         |                  |      |         |                 
|options granted during the year    | -       |                  |      | -       |                 

The following table summarizes further information about employee and Directors' fixed stock options outstanding as of June 30, 2009:

|                    |             |  |                     |                |             |                 
|------------------- | ----------- |  | ------------------- | -------------- | ----------- | ----------------
|Options Outstanding |             |  | Options Exercisable |               
|                    |             |  | Weighted-Average    |                |             |                 
|Range Of            | Number      |  | Remaining           |                | Number      | Weighted-Average
|Exercise Prices     | Outstanding |  | Contractual Life    | Exercise Price | Exercisable | Exercise Price  
|                   
|$1.00               | 150,000     |  | No Stated Maturity  | $1.00          | 150,000     | $1.00           

NOTE 5 - NOTE RECEIVABLE

On October 24, 2005, the Company entered into a definitive agreement (the Transition Agreement) with Dividend Growth Advisors, LLC (DGA). Pursuant to the Transition Agreement, 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. The Company had served since 1999 as Investment Advisor for the funds sponsored by the Trust, and DGA had provided investment advisory services to the Trust since 2004 pursuant to a subcontract with the Company. DGA entered into a new advisory agreement directly with the Trust.

Under the terms of the Transition Agreement and an associated promissory 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. In addition, DGA agreed to pay the Company 10 basis points on the assets raised by the Companys broker dealer, ICC, at the effective time of transition, October 18, 2005 subject to mark to market adjustments. These fees are paid to the Company on a quarterly basis. Although these payments are part of the agreement between DGA and the Trust, they are not part of the terms of the note and are deemed separate.

The note provides for a principal amount of $747,617, quarterly payments of interest accruing thereon at a 5.5% annual rate, and full payment on or before October 31, 2010. Prepayments are permitted without penalty and interest accrued for the respective periods June 30, 2009 and March 31, 2009 were $8,646 and $8,674, respectively.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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NOTE 6  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.

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 repayable to the Company by deducting a portion of the representatives commission payouts throughout the commission cycle until the loans are paid off. Interest charged on these loans to representatives range from 3.1% to 11.25% annually.

Loans to registered representatives are as follows:

|                         | June 30,                |  | March 31,              
|------------------------ | ----------------------- |  | -----------------------
|                         | 2009                    |  | 2009                   
|Loans to representatives |                         |  |                        
|Non-forgiveable          | $               538,997 |  | $               567,576
|Forgiveable              | 360,972                 |  | 396,632                
|Less: allowance          | (89,099)                |  | (97,279)               
|Total loans              | $               810,870 |  | $               866,929

NOTE 7 - INVESTMENTS

Securities not readily marketable include investment securities (a) for which there is no market on a securities exchange or no independent publicly quoted market, (b) that cannot be publicly offered or sold unless registration has been effected under the Securities Act of 1933, or (c) that cannot be offered or sold because of other arrangements, restrictions, or conditions applicable to the securities or to the Company. The Company became aware of factors that indicated a decrease in the value of their private equity investments which was considered to be other than temporary. The Company reduced the value of the investments to $0 as of March 31, 2009.

At June 30, 2008, the Company held investments in U.S. Treasury Notes with an aggregate face value of $500,000, being held to maturity. These notes matured during the year ended March 31, 2009.

NOTE 8  FAIR VALUE MEASUREMENTS

On April 1, 2008, the Company adopted the provisions of SFAS No. 157, Fair Value Measurements (SFAS 157), for certain financial assets and financial liabilities that are measured at fair value on a recurring basis. In February 2008, the Company also adopted FSP 157-2, Partial Deferral of the Effective Date of Statement 157, which deferred the effective date of SFAS 157 for all nonfinancial assets and nonfinancial liabilities measured at fair value on a nonrecurring basis to fiscal years beginning after November 15, 2008. SFAS 157 provides a consistent definition of fair value, with a focus on exit price from the perspective of a market participant.

The Company holds short-term money market investments, commercial paper, investments in private equity, and certain other financial instruments which are carried at fair value. The Company determines fair value based upon quoted prices when available or through the use of alternative approaches when market quotes are not readily accessible or available.

Valuation techniques for fair value are based upon observable and unobservable inputs. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect the Companys best estimate, considering all relevant information. These valuation techniques involve some level of management estimation and judgment. The valuation process to determine fair value also includes making appropriate adjustments to the valuation model outputs to consider risk factors.

The fair value hierarchy of the Companys inputs used in the determination of fair value for assets and liabilities during the current period consists of three levels. Level 1 inputs are comprised of unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date. Level 2 inputs include quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; inputs other than quoted prices that are observable for the asset or liability; and inputs that are derived principally from or corroborated by observable market data by correlation or other means. Level 3 inputs incorporate the Companys own best estimate of what market participants would use in pricing the asset or liability at the measurement date where consideration is given to the risk inherent in the valuation technique and the risk inherent in the inputs to the model. If inputs used to measure an asset or liability fall within different levels of the hierarchy, the categorization is based on the lowest level input that is significant to the fair value measurement of the asset or liability. 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.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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The following table presents financial assets and liabilities measured at fair value on a recurring basis and their related valuation inputs as of June 30, 2009 and March 31, 2009:

|                                                                                                            |                              |  |                                                 |  |                                   |  |                                
|----------------------------------------------------------------------------------------------------------- | ---------------------------- |  | ----------------------------------------------- |  | --------------------------------- |  | -------------------------------
|Assets and Liabilities Measured at Fair Value on a Recurring Basis                                          |                              |  |                                                 |  |                                   | 
|                                                                                                           
|June 30, 2009                                                                                               |                              |  | Fair Value Measurements of Reporting Date Using
|                                                                                                            |                              |  | Quotes Prices in                                |  | Significant                       |  |                                
|                                                                                                            |                              |  | Active Markets for                              |  | Other                             |  | Significant                    
|                                                                                                            | Total Fair Value of          |  | Identical Assets                                |  | Observable                        |  | Unobservable                   
|                                                                                                            | Asset or Liability           |  | (Level 1)                                       |  | Input (Level 2)                   |  | Inputs (Level 3)               
|Non-qualified deferred compensation investment                                                              | $                   659,805  |  | $                    659,805                    |  | -                                 |  | -                              
|Cash surrender value of life insurance policies                                                             | 454,371                      |  | 454,371                                         |  | -                                 |  | -                              
|Investments                                                                                                 | 144,157                      |  | 144,157                                         |  | -                                 |  | -                              
|Marketable securities, at market value                                                                      | 161,817                      |  | 161,817                                         |  | -                                 |  | -                              
|Loans receivable from registered represntatives                                                             | 899,969                      |  | -                                               |  | -                                 |  | 899,969                        
|Note receivable                                                                                             | 756,263                      |  | -                                               |  | -                                 |  | 756,263                        
|Accounts receivable - employees/other                                                                       | 15,000                       |  | -                                               |  | -                                 |  | 15,000                         
|Total Assets                                                                                                | $                3,091,382   |  | $                 1,420,150                     |  | $                               - |  | $              1,671,232       
|                                                                                                           
|Securities sold, not yet purchased, at market value                                                         | $                     12,468 |  | $                      12,468                   |  | $                               - |  | $                             -
|Non-qualified deferred compensation plan                                                                    | 668,623                      |  | 668,623                                         |  | -                                 |  | -                              
|Total Liabilities                                                                                           | $                   681,091  |  | $                    681,091                    |  | $                               - |  | $                             -
|                                                                                                           
|The following table is a roll forward of those investment assets classified as Level 3 as of June 30, 2009: |                              |  |                                                 | 
|                                                                                                           
|Balance as of April 1, 2009                                                                                 | $                1,711,825   |  |                                                 |  |                                   |  |                                
|Receipts                                                                                                    | (64,238)                     |  |                                                 |  |                                   |  |                                
|Distributions                                                                                               | 15,000                       |  |                                                 |  |                                   |  |                                
|Balance as of June 30, 2009                                                                                 | $                1,662,587   |  |                                                 |  |                                   |  |                                
|                                                                                                           
|March 31, 2009                                                                                              |                              |  | Fair Value Measurements of Reporting Date Using
|                                                                                                            |                              |  | Quotes Prices in                                |  |                                   |  |                                
|                                                                                                            |                              |  | Active Markets for                              |  | Significant Other                 |  | Significant                    
|                                                                                                            | Total Fair Value of          |  | Identical Assets                                |  | Observable Input                  |  | Unobservable                   
|                                                                                                            | Asset or Liability           |  | (Level 1)                                       |  | (Level 2)                         |  | Inputs (Level 3)               
|Non-qualified deferred compensation investment                                                              | $                    533,665 |  | $                    533,665                    |  | $                               - |  | $                             -
|Cash surrender value of life insurance policies                                                             | 406,089                      |  | 406,089                                         |  |                                   |  |                                
|Investments                                                                                                 | 127,143                      |  | 127,143                                         |  |                                   |  |                                
|Marketable securities, at market value                                                                      | 85,436                       |  | 85,436                                          |  |                                   |  |                                
|Total assets                                                                                                | $                 1,152,333  |  | $                 1,152,333                     |  | $                               - |  | $                             -
|                                                                                                           
|Securities sold, not yet purchased, at market value                                                         |                              |  |                                                 |  | $                               - |  | $                             -
|Non-qualified deferred compensation plan                                                                    | 541,993                      |  | 541,993                                         |  |                                   |  |                                
|Total liabilities                                                                                           | $                    549,049 |  | $                    549,049                    |  | $                               - |  | $                             -

NOTE 9  NON-QUALIFIED 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. ICH is the NQ Plans sponsor. The unfunded NQ Plan enables eligible ICC Representatives to elect to defer a portion of fees earned by them, as well as any gains or losses on the underlying investments, as defined by the NQ Plan. The total amount of compensation deferred by the participating representatives was $89,796 and $146,013 for the three months ended June 30, 2009 and 2008, respectively.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Management's Discussion and Analysis reviews our consolidated financial condition as of June 30, 2009 and March 31, 2009, the consolidated results of operations for the three months ended June 30, 2009 and 2008 and, as appropriate, factors that may affect future financial performance. The discussion should be read in conjunction with the condensed consolidated financial statements and related notes included elsewhere in this Form 10-Q. Unless context requires otherwise, as used in this Managements Discussion and Analysis (i) the current period means the three months ended June 30, 2009, (ii) the prior period means the three months ended June 30, 2008, (iii) an increase or decrease compares the current period to the prior period, and (iv) all non-comparative amounts refer to the current period.

FORWARD-LOOKING STATEMENTS

The statements, analysis, 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 and are subject to many risks and uncertainties. Our actual results may differ materially from the results anticipated in these forward-looking statements. Readers are directed to discussions of risks and uncertainties that may be found in this report and other documents filed by the Company with the United States Securities and Exchange Commission. 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 such 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 or for 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 such 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 representatives customers. In the past, investment advisory services were performed by both ICC and EPA. We have consolidated our investment advisory services into ICA, and EPA ceased operations and was dissolved during the fiscal quarter ended June 30, 2008.

Recruitment and Support of Representatives

A key component of our business strategy is to recruit well-established, productive representatives who generate substantial revenues from an array of investment products and services. 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. The Company focuses on providing substantial added value to our representatives practices, enabling them to be more productive in their investment advisory and brokerage businesses.

Support provided to assist representatives in pursuing consistent and profitable sales growth takes many forms, including online brokerage systems, asset management models, training in practice management, targeted financial assistance and a network of communication links with investment product companies. Regional symposiums and national conventions provide forums for interaction to improve product knowledge, sales and client satisfaction. In addition, our dedicated transition and business development teams focus on providing 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. report on form 10-QQuarter Ended 6/30/09
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Check and Application

The largest segment of our revenues is obtained through a check and application process where a check and a product application is delivered to us for processing that includes principal review and submission to the investment company or clearing firm. Investments in technology are facilitating our migration over time from a paper intensive to a virtually paperless process. This shortens the transaction cycle, reduces errors and creates greater efficiencies. We continue to invest in technologies that provide more efficient processes resulting in improved productivity.

Online Brokerage

Registered representatives can efficiently submit a wide range of security investments online through the use of our remote automated brokerage platform for trade execution.

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 several 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. This area provides an investment alternative for investors who have become interested in retirement income, and it has potential for growth during an interest rate favorable environment.

Asset Allocation

Asset allocation services are made available primarily through ICA. Our services include the design, selection and rebalancing of investment portfolios on behalf of our advisors' 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 the fund company.

CRITICAL ACCOUNTING POLICIES

In General

Our consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (GAAP). The Company believes that of its significant accounting policies (see Note 1 to the Companys condensed consolidated financials statements contained herein), those dealing with revenue recognition, allowance for doubtful accounts receivable, and taxes 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 condensed consolidated financial statements. By their nature, estimates involve judgment based upon available information. Actual results or amounts can and do differ from estimates and the differences can have a material effect on the condensed consolidated financial statements. Therefore, understanding these policies is important to understanding the reported results of operations and the financial position of the Company.

Off Balance Sheet Risk

We execute securities transactions on behalf of our customers on a fully-disclosed basis. If either the customer or a 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 company 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 condensed consolidated balance sheet. The determination of these reserve amounts requires significant judgment on the part of management. Management considers 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 an employee or representative of the Company; 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 condensed consolidated financial statements and is recognized as a charge/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 settlement of a legal proceeding may be greater or less than the reserved amount.

KEY INDICATORS OF FINANCIAL PERFORMANCE FOR MANAGEMENT

Management periodically reviews and analyzes 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, gross margins, operating expenses, legal costs, taxes, earnings per share and adjusted EBITDA.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|                                                               |                        |  |                        |  |                       |  |         |  |             
|-------------------------------------------------------------- | ---------------------- |  | ---------------------- |  | --------------------- |  | ------- |  | ------------
|COMPARISON OF THE FISCAL QUARTERS ENDED JUNE 30, 2009 AND 2008
|                                                              
|RESULTS OF OPERATIONS                                          |                        |  |                        |  |                       |  |         |  |             
|                                                              
|                                                               |                        |  |                        |  | Percentage of Revenue |  | Percent
|                                                               | Quarter Ended June 30, |  | Quarter Ended June 30, |  | Change               
|                                                               | 2009                   |  | 2008                   |  | 2009                  |  | 2008    |  | 2009 vs 2008
|                                                              
|Revenue:                                                       |                        |  |                        |  |                       |  |         |  |             
|Commissions                                                    | $ 15,712,809           |  | $ 19,274,159           |  | 84.2%                 |  | 84.1%   |  | -18.5%      
|Advisory fees                                                  | 2,432,188              |  | 3,014,677              |  | 13.1%                 |  | 13.2%   |  | -19.3%      
|Other fee income                                               | 141,677                |  | 137,647                |  | 0.8%                  |  | 0.6%    |  | 2.9%        
|Marketing revenue                                              | 218,530                |  | 311,226                |  | 1.2%                  |  | 1.4%    |  | -29.8%      
|Interest, dividend and investment                              | 109,631                |  | 160,459                |  | 0.7%                  |  | 0.7%    |  | -31.7%      
|Total revenue                                                  | 18,614,835             |  | 22,898,168             |  | 100.0%                |  | 100.0%  |  | -18.7%      
|                                                              
|Commission and advisory fee expenses                           | 15,113,975             |  | 18,585,175             |  | 81.2%                 |  | 81.2%   |  | -18.7%      
|Gross profit                                                   | 3,500,860              |  | 4,312,993              |  | 18.8%                 |  | 18.8%   |  | -18.8%      
|                                                              
|Operating expenses:                                            |                        |  |                        |  |                       |  |         |  |             
|                                                              
|Advertising                                                    | 182,362                |  | 437,223                |  | 1.0%                  |  | 2.0%    |  | -58.3%      
|Communications                                                 | 150,619                |  | 237,418                |  | 0.8%                  |  | 1.0%    |  | -36.6%      
|Total selling expenses                                         | 332,981                |  | 674,641                |  | 1.8%                  |  | 3.0%    |  | -50.6%      
|                                                              
|Compensation and benefits                                      | 1,671,936              |  | 2,521,453              |  | 8.9%                  |  | 11.0%   |  | -33.7%      
|Regulatory, legal and professional                             | 615,624                |  | 1,083,699              |  | 3.3%                  |  | 4.7%    |  | -43.2%      
|Occupancy                                                      | 229,116                |  | 302,135                |  | 1.2%                  |  | 1.3%    |  | -24.2%      
|Other administrative                                           | 350,485                |  | 301,776                |  | 1.9%                  |  | 1.3%    |  | 16.1%       
|Interest                                                       | 10,580                 |  | 11,857                 |  | 0.1%                  |  | 0.1%    |  | -10.8%      
|Total administrative expenses                                  | 2,877,741              |  | 4,220,920              |  | 15.4%                 |  | 18.4%   |  | -31.8%      
|                                                              
|Total operating expenses                                       | 3,210,722              |  | 4,895,561              |  | 17.2%                 |  | 21.4%   |  | -34.4%      
|                                                              
|Operating income (loss)                                        | 290,138                |  | (582,568)              |  | 1.6%                  |  | -2.5%   |  | -149.8%     
|                                                              
|Provision (benefit) for income taxes                           | 238,602                |  | (308,023)              |  | 1.3%                  |  | -1.3%   |  | -177.5%     
|                                                              
|Net income (loss)                                              | $ 51,536               |  | $ (274,545)            |  | 0.3%                  |  | -1.2%   |  | -118.8%     
|                                                              
|Adjusted EBITDA                                                | $ 541,128              |  | $ 91,503               |  | 2.9%                  |  | 0.4%    |  | 491.4%      
|                                                              
|Adjustments to GAAP Net income (loss):                         |                        |  |                        |  |                       |  |         |  |             
|Income tax benefit                                             | 231,671                |  | 433,024                |  | -                     |  | -       |  | -46.5%      
|Interest expense                                               | (10,580)               |  | (11,857)               |  | -                     |  | -       |  | -10.8%      
|Income tax expense                                             | (470,273)              |  | (125,001)              |  | -                     |  | -       |  | 276.2%      
|Depreciation                                                   | (88,142)               |  | (99,505)               |  | -                     |  | -       |  | -11.4%      
|Non-cash compensation                                          | (68,783)               |  | (242,442)              |  | -                     |  | -       |  | -71.6%      
|Non-recurring professional fees to                             |                        |  |                        |  |                       |  |         |  |             
|evaluate strategic business opportunities                      | (83,485)               |  | (320,267)              |  | -                     |  | -       |  | -73.9%      
|                                                              
|Net income (loss)                                              | $ 51,536               |  | $ (274,545)            |  | -                     |  | -       |  | -118.8%     



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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Adjusted EBITDA

Earnings before interest, taxes, depreciation and amortization (EBITDA), as adjusted by eliminating gains or losses on sales of assets, non-cash compensation expense, 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. 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 of 1933, as amended. Adjusted EBITDA should be considered in addition to, 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.

PRODUCTIVITY AND PRACTICE DIVERSIFICATION OF REPRESENTATIVES

Management believes that improving the overall quality of our independent representatives is a key to achieving growth in revenues and net income. We believe that upgrading the business practices of our representatives not only generates more 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.

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 rolling 12-month period. Data for the 12-month periods ended June 30, 2009 and 2008 are presented below.

|                                   |                     |  |               |  |                  |  |         
|---------------------------------- | ------------------- |  | ------------- |  | ---------------- |  | --------
|                                   | Twelve months ended |  |               |  | % Increase/     
|                                   | June 30, 2009       |  | June 30, 2008 |  | Incease/decrease |  | decrease
|Rep-generated revenue:             |                     |  |               |  |                  |  |         
|Commission                         | $ 64,657,965        |  | $ 77,111,536  |  | $ (12,453,571)   |  | -16.2%  
|Advisory                           | 10,508,019          |  | 11,330,425    |  | (822,406)        |  | -7.3%   
|Other fee income                   | 808,907             |  | 1,068,333     |  | (259,426)        |  | -24.3%  
|                                   | $ 75,974,891        |  | $ 89,510,294  |  | $ (13,535,403)   |  | -15.1%  
|Number of representatives          | 637                 |  | 687           |  | (50)             |  | -7.3%   
|Average revenue per representative | $ 119,270           |  | $ 130,292     |  | $ (11,022)       |  | -8.5%   

We believe that the 8.5% decline in per capita rep-generated revenue compares well with percentage drops in revenue widely experienced in the financial industry during the twelve months ended June 30, 2009.

Practice Diversification

We encourage diversification of investments products and services offered by our independent representatives through our recruitment practices and education and training programs. First and foremost, this enables our representatives to more fully serve the investment and security needs of their clients, particularly in volatile markets. Recruitment of representatives who are duly qualified to offer investment products to their clients historically also has resulted in growth of transaction and fee-based business that, in addition to generating relatively high margins, are expected to help endure a volatile market due to recurring revenues generated by these types of services.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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REVENUES

Revenues decreased significantly this period compared to the prior period. The $4.3 million, or 18.7%, decrease primarily came from commissionable revenues which dropped by $3.56 million reflecting the overall economic crisis; however, currently, the Company is seeing a stabilization of revenues since year end.

Fees from advisory services also dropped 19.3% from $3.01 million for quarter ended June 30, 2008 to $2.43 million, for the quarter ended June 30, 2009. The decrease was attributable largely to market-related declines in asset values not offset by decreasing new investment contributions.

Revenues continue to reflect the effect of the unprecedented events of last year on the financial services sector. Management seeks a diversified revenue stream to provide a degree of protection from market risk and continues to emphasize retention and recruitment of representatives who seek to leverage the full range of our technology platforms.

Commissions

Commission revenue fell by 18.5%, led by a combined $2.55 million drop in direct mutual fund sales and direct participation programs (DPPs). These decreases reflected a significant decline in financial asset values and resulting flight from these product categories to investments regarded to be more secure, including money market funds and treasury bonds. The drop in DPPs is also correlated to declines in the real estate market including Real Estate Investment Trusts (REITS). A drop in oil and gas programs is a result of falling oil prices.

Brokerage decreased only slightly, by 3.1%, compared to the other commissionable products due to an increase in sales in the bond markets as bonds became an investment alternative with the speculation that interest rates would continue to fall.

|                                                                                        |                         |  |                         |  |                          |  |              |  |                
|--------------------------------------------------------------------------------------- | ----------------------- |  | ----------------------- |  | ------------------------ |  | ------------ |  | ---------------
|The following table details commission revenue by product type included in commissions: |                         | 
|                                                                                        |                         |  |                         |  |                          |  |              |  | Percentage     
|                                                                                        |                         |  |                         |  |                          |  | Percent of   |  | change 2009 vs.
|Product Type                                                                            | 2009                    |  | 2008                    |  | 2009 vs. 2008            |  | total change |  | 2008           
|Variable Annuities                                                                      | $             6,912,626 |  | $             7,686,628 |  | $             (774,002)  |  | -21.7%       |  | -10.1%         
|Brokerage (1)                                                                           | 6,199,052               |  | 6,398,786               |  | $             (199,734)  |  | -5.6%        |  | -3.1%          
|Mutual Funds                                                                            | 919,861                 |  | 2,207,406               |  | $          (1,287,545)   |  | -36.2%       |  | -58.3%         
|Direct Participation Programs                                                           | 1,655,844               |  | 2,917,167               |  | $          (1,261,323)   |  | -10.8%       |  | -43.2%         
|Other                                                                                   | 25,426                  |  | 64,172                  |  | $               (38,746) |  | 0.1%         |  | -60.4%         
|Total Commissions Revenue                                                               | $           15,712,809  |  | $           19,274,159  |  | $          (3,561,350)   |  | 100.0%       |  | -18.5%         

1. Revenue designated as brokerage includes revenue from mutual funds sold through our trading platform. Revenue from direct check and application sales of mutual funds are listed above under "Mutual Funds".

Advisory

Responding to industry trends and increasing client demand, we have endeavored to assist our representatives in transitioning more of their business to advisory services. We do not dictate the general nature or extent of advisory services our representatives provide for their clients. However, we continue to make concerted efforts to attract our representatives to our expanded line of proprietary advisory services programs through education, seminars, tradeshows and direct telemarketing.

Our advisor-directed managed assets program, A-MAP, where investment advisory services are provided directly by our independent representatives, continues to contribute the majority of advisory services revenue. Revenue from this program decreased by $0.50 million or 27.44% due to a decrease in assets under management which, in turn, reflected market-wide declines in asset values as well as decreasing new investment.

Supported by our Net Exchange Pro and Pershing direct on-line mainframe brokerage platforms, A-MAP is still popular with our representatives because of the opportunities it provides to deliver superior asset management services and overall investment performance at a lower cost. Resulting transactional cost savings have been passed on to our representatives' clients in the form of lower fees for improved service.

Other Fee Income

Other fee income, primarily comprised of licensing, financial planning and our representatives errors and omissions policy fees, increased modestly as compared to the prior periods results.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Marketing Revenue

Marketing revenues decreased by 29.8%, due primarily to a decline in marketing support revenues, as sales of company products decreased, as well as in quarterly symposiums and national event profitability.

Other Income

Other income, primarily interest, declined by 31.7% due primarily to the U.S. Federal Governments decision to lower the Federal Funds Target Rate from 2% to a range of 0.0 % to 0.25 % as of June 30, 2009.

|                      |                               |  |                              |  |                             |  |                         |  |        |  |        |  |         
|--------------------- | ----------------------------- |  | ---------------------------- |  | --------------------------- |  | ----------------------- |  | ------ |  | ------ |  | --------
|GROSS MARGINS         |                               |  |                              |  |                             |  |                         |  |        |  |        |  |         
|                      |                               |  |                              |  | % of Sales (Retention Rate) |  | % of Total Gross Margin |  |       
|                      | Amount Quarter Ended June 30, |  | Quarter Ended June 30,       |  | Quarter Ended June 30,      |  | Percent Change         
|                      |                               |  |                              |  |                             |  |                         |  |        |  |        |  | 2009    
|                      | 2009                          |  | 2008                         |  | 2009                        |  | 2008                    |  | 2009   |  | 2008   |  | vs. 2008
|Commissions:          |                               |  |                              |  |                             |  |                         |  |        |  |        |  |         
|Check and Application | $                  1,233,483  |  | $                  1,665,455 |  | 13.0%                       |  | 13.0%                   |  | 35.2%  |  | 38.6%  |  | -25.9%  
|Brokerage             | 1,403,597                     |  | 1,512,240                    |  | 22.6%                       |  | 23.6%                   |  | 40.1%  |  | 35.1%  |  | -7.2%   
|Fixed Insurance       | 25,426                        |  | 28,522                       |  | 100.0%                      |  | 100.0%                  |  | 0.7%   |  | 0.7%   |  | -10.9%  
|Underwriting          | -                             |  | 7,036                        |  | 0.0%                        |  | 19.7%                   |  | 0.0%   |  | 0.10%  |  | -100.0% 
|Total                 | 2,662,506                     |  | 3,213,253                    |  |                             |  |                         |  | 76.0%  |  | 74.5%  |  | -17.1%  
|Advisory Services:    |                               |  |                              |  |                             |  |                         |  |        |  |        |  |         
|A-MAP                 | 320,028                       |  | 414,778                      |  | 24.2%                       |  | 22.7%                   |  | 9.1%   |  | 9.6%   |  | -22.8%  
|F-Map                 | 103,416                       |  | 115,259                      |  | 42.7%                       |  | 40.5%                   |  | 3.0%   |  | 2.7%   |  | -10.3%  
|Other                 | 75,136                        |  | 112,337                      |  | n/a1                        |  | n/a1                    |  | 2.2%   |  | 2.7%   |  | -33.1%  
|Total                 | 498,580                       |  | 642,374                      |  | 19.9%                       |  | 20.9%                   |  | 14.3%  |  | 15.0%  |  | -22.4%  
|Licensing             | 44,271                        |  | 66,090                       |  | n/a1                        |  | n/a1                    |  | 1.3%   |  | 1.5%   |  | -33.0%  
|Marketing             | 218,530                       |  | 311,226                      |  | n/a1                        |  | n/a1                    |  | 6.2%   |  | 7.1%   |  | -29.8%  
|Other Income          | 76,973                        |  | 80,050                       |  | n/a1                        |  | n/a1                    |  | 2.2%   |  | 1.9%   |  | -3.8%   
|Total Gross Margin    | $                  3,500,860  |  | $                  4,312,993 |  | 18.8%                       |  | 18.8%                   |  | 100.0% |  | 100.0% |  | -18.8%  

1. Due to account composition of the notated products, profit margin retention is not a relevant indicator of performance and is not tracked.

Gross margin decreased by $0.81 million, or 18.8%, to $3.50 million for the current period. Principal components of this decline included $0.43 million from direct check and application, $0.11 million from brokerage, $0.14 million from advisory services, and $0.12 million from other products and services.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Commissions

The combined $0.54 million decrease in gross profit in commissions from brokerage and check and application was the result of a contraction in commissionable revenues attributed to the market deterioration which directly correlated to a decline in new investment dollars provided in the current period versus the prior period.

Net commissions from equity trades decreased by $0.16 million as uncertainty in the financial markets continue to impact our profit margins in this sector. A $0.05 increase in profit margin from recurring brokerage helped to offset the overall decrease in net commissions. Finally, we experienced a $0.43 million decline in profit margin from our direct check application segment resulting from a $3.32 million reduction in gross dealer concessions driven by current market conditions.

Mutual fund sales, variable annuity sales, direct participation programs and other check and application distribution programs generated $1.23 million in gross margin, representing 35.2% of the total gross margin, compared to $1.67 million or 38.6% during the prior period. Continuing a recent trend, profit margin from brokerage remains the leading contributor to overall gross margins. We believe that our advisors will continue to favor the brokerage platform.

Profit margin from brokerage is leading all other types due, in part, to an increase in recurring non-commissionable revenues. Recurring revenues increased as a percentage of total brokerage revenue from 9.3% at June 30, 2008 to 10.4%. Market volatility generated an increase in trading volume out of equities and into less volatile investments, like money markets. In contrast, our check and application business generates profit margins mostly in the form of commissions on new business.

Advisory Services

We experienced a $0.09 million, or 22.8%, decrease in gross margin from our A-MAP rep-directed managed assets program reflecting a fall in the value of assets under management attributable principally to the stock market decline and a contraction in new investment dollars. However, profit margin from our ICA-directed advisory program, F-MAP, remained relatively flat for the comparative quarters.

Commission and Advisory Fees Expenses

Profit margins are inversely aligned with payout of commission and advisory fees to our representatives as a percentage of revenue generated by them. We strive to recruit quality independent representatives who generate recurring revenues that do not flow through the commission and advisory expense payout grid, primarily as brokerage commissions and advisory fees. Management continuously monitors the amount of revenue an independent representative brings in compared to payout on that revenue.

Commission and advisory fees expenses during the current period were in line with the prior period. As a percentage of revenue generated by representatives (i.e., commissions, advisory fees and other fees), commission and advisory expenses decreased slightly from 82.9% in the prior period to 82.7% in the current period. These expenses include commissions to representatives, clearing costs and other direct costs that are necessary to produce revenue. Management continuously monitors these costs as they have a substantial effect on our profit margin.

OPERATING EXPENSES

Operating expenses declined by 34.4% to $3.21 million as described below reflecting managements focused efforts to reduce operating overhead while maintaining and enhancing service quality.

Compensation and Benefits

The largest component of operating expense, compensation and benefits, decreased by $0.85 million or 33.7%. The drop in compensation can be attributed to a 10% company-wide salary reduction, reduced stock compensation to executives, reduction in staff during the summer of 2008.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Regulatory, Legal and Professional

Regulatory, legal and professional expenses declined by $0.47 million or 43.2%. The largest component of this decrease was in legal and professional costs relating to strategic corporate matters. Legal fees and settlement costs applicable to litigation and regulatory matters were comparable in the comparative periods.

We will continue to incur legal fees and settlement costs as we operate in a regulated industry that is increasingly litigious. In addition, we will continue to invest significant resources to contain future litigation and regulatory exposure by promoting accuracy, ensuring sound operational techniques and applying appropriate compliance measures.

Advertising

Advertising, including related marketing and branding efforts, along with meals and entertainment decreased by $0.25 million or 58.2%. Reflecting prevailing economic conditions, we reduced our advertising exposure in publications following an effective and expensive campaign. Also, a modified travel policy, implemented in the winter of 2008, resulted in a reduction in travel costs.

Communications

Communications expenses decreased 36.6% or by $0.09 million primarily as a result of a reduction in telephone expenses and website connectivity costs from the closing of our investment centers in the prior period.

Occupancy

Occupancy expenses, which include depreciation, decreased 24.2% or by $0.07 million due largely to the closing of our investment centers.

Other Administrative

Other administrative expenses, which include various insurance, postage, office and computer-related expenses, increased by $0.05 million or 16.1%, primarily due to increased insurance costs for our fidelity bond, transfer agent fees, and fees paid to our independent Board Members.

OPERATING AND NET INCOME AND LOSS

We reported operating revenue of $0.29 million compared to a $0.58 million operating loss for the prior period. Our net income totaled $0.05 million or $0.01 per basic and diluted net income per share compared to net loss of $0.27 million or $0.04 basic and diluted net loss per share for the prior period. This was our first profitable quarter since December 2007. The turnaround in operating income reflects both sustained levels of revenues since our fiscal year end and the impact of substantial reductions in operating expenses. Except for administrative costs, expenses in each operating expense category fell in the current quarter compared to last year, particularly compensation and benefits and regulatory, legal and professional expenses.

Management attributes the contraction in revenue when comparing the current period to the prior period primarily due to poor economic conditions. The reduction in revenues reflects a significant decline in our direct business including DPPs as well as underlying advisory asset values. While the new fiscal year has just begun, management believes that the consumer malaise in the U.S. financial markets, which initially was triggered by the sub-prime mortgage crisis, could remain well into calendar 2009 or beyond, further impacting revenue growth. We continue to be optomistic and are confident that the recent loss of confidence and trust in Wall Street Firms will continue to bode well for our business model for both investors and advisors alike. We are pleased with recent quarterly gains in US stock markets; however, we continue to seek ways to mitigate the overall negative impact of current market conditions, including cost control measures.

We cannot forecast the severity or longevity of the impact on our operations and financial position that may result from a continuation of troubling financial conditions. Much of such future impact is inherently beyond our control. However, with the cost of recently settled litigation behind us, we are focused on continuing to reduce redundant operating costs, upgrade operating efficiency, recruit quality representatives and grow our revenue base.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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LIQUIDITY AND CAPITAL RESOURCES

We strive for efficient use of capital. Historically, we have financed our operations primarily with internally generated cash flow from our broker-dealer and investment advisory services. Market fluctuations, general uncertainty and continued negative sentiment in financial markets have had a negative impact on this cash flow. We work to minimize this impact by aggressively recruiting sophisticated representatives who can offer diversified products that continue to meet the needs of clients.

Our management takes a proactive approach to minimizing the occurrence and impact of events that may lead to unpredictable cash outflows, including major legal proceedings, trade errors, and fines and other sanctions imposed by regulatory agencies such as FINRA, the SEC and state securities regulators. The Company allocates considerable resources to stay current with the many rules and regulations applicable to our business and to provide up-to-date education and training to our staff and independent representatives. A key to this approach is ensuring that adequate controls over our operations and those of our representatives are implemented and periodically updated.

As of June 30, 2009, cash and cash equivalents totaled $5.29 million compared to $6.15 million as of March 31, 2009. Working capital as of June 30, 2009 was $6.43 million compared to $6.08 million as of March 31, 2009. The ratio of current assets to current liabilities was 1.96 to 1 as of June 30, 2009 compared to 1.73 to 1 as of March 31, 2009.

We spent $0.38 million of operating cash in the current period largely for payment on accrued legal and settlement costs, as compared to the prior period where operations provided cash flow of $0.78 million for the three months ended June 30, 2008.

Cash flows for investing activities in the current period totaling $0.06 million were for payments of life insurance policies, whereas cash inflows totaled $0.42 million, as two treasury notes matured in the prior period.

Finally, cash flow for financing activities in the current period paralleled the prior period as we disbursed $0.42 million in loan payments to finance E&O insurance premiums for the period ended June 30, 2009 versus $0.46 million in finance payments for the quarter ended June 30, 2008.

REGULATORY NET CAPITAL

Cash disbursements can have a material impact on our brokerage firms regulatory net capital. The SEC Uniform Net Capital Rule (Rule 15c3-1) requires that ICC, our broker-dealer subsidiary, maintain 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 June 30, 2009, ICC had net capital of $3.54 million (an excess of $3.44 million) and a 1.88 to 1 net capital ratio as compared to net capital of $1.94 million (an excess of $1.41 million) and a 4.10 to 1 net capital ratio as of March 31, 2009.

The results reported were not fully reflected in our net capital due to non-cash expenses including $0.07 million from the vesting of the restricted stock awards that were issued to employees and executives, and $0.09 million in depreciation.

Given the current unsettled economic and financial market conditions, we are focused on timely implementation of measures designed to ensure the maintenance of adequate capital and sustainable profitability.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|COMMITMENTS AND CONTINGENCIES
|-----------------------------

We are obligated under various lease agreements covering offices and equipment. These agreements are considered to be operating leases. The terms of the leases expire between fiscal year 2010 and 2016. Options to renew for additional terms are included under the lease agreements. Certain leases contain provisions for escalation of minimum lease payments contingent upon increases in real estate taxes.

The total minimum rental due in future periods under these existing agreements is as follows as of June 30, 2009:

|                    |            
|------------------- | -----------
|2010                | $ 313,551  
|2011                | 395,260    
|2012                | 370,606    
|2013                | 25,673     
|2014                | 24,000     
|2015 and thereafter | 48,000     
|                    | $ 1,177,090

Total lease expense approximated $0.13 and $0.19 million for each of the three months ended June 30, 2009 and 2008, respectively.

ITEM 4. CONTROLS AND PROCEDURES

Report of Management on Internal Control Over Financial Reporting

Disclosure controls are procedures designed to ensure that information required to be disclosed in the Company's reports filed under the Exchange Act, such as this report, is recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable, not absolute, assurance of achieving the desired control objectives, as the Company's are designed to do, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As of June 30, 2009, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934. Based upon that evaluation, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures are effective in enabling us to record, process, summarize and report information required to be included in our periodic SEC filings within the required time period, and to ensure that information required to be disclosed in such reports that we file or submit under the Securities Exchange Act of 1934 is accumulated an communicated to our management, including our Principal Executive Officer and Principal Financial Officer, to allow timely decisions required regarding required disclosure.

There have been no changes in our internal controls over financial reporting that occurred during the period covered by this Report that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.



|PART II. OTHER INFORMATION
|--------------------------

ITEM 1. LEGAL PROCEEDINGS

The Company operates in a highly litigious and regulated business, and the Company often is made a defendant in various lawsuits and arbitrations 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 is unable to respond concerning the likelihood of outcomes, whether favorable or unfavorable, in these matters because of routine and inherent uncertainties.

The Company's errors and omissions (E&O) policy frequently limits the Companys maximum exposure in any one case to $75,000, subject to policy limitations and exclusions ($100,000 for claims filed after December 31, 2008). 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 $200,000 per case, subject to policy limitations and exclusions. In certain of these cases, the Company has the contractual right to seek indemnity from related parties. Despite these mitigating factors, total expenses incurred in connection with legal proceedings have been significant in prior periods and may so continue.

ITEMS 2  5.

None.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|                 |                                                                          |               
|---------------- | ------------------------------------------------------------------------ | --------------
|ITEM 6. EXHIBITS |                                                                         
|Exhibit          |                                                                          |               
|Number           | Description                                                              | Location      
|3.1              | Certificate of Incorporation                                             | (2)(Exh. 3.1) 
|3.2              | By-Laws                                                                  | (2)(Exh. 3.2) 
|4.1              | Form of Stock Certificate                                                | (3)(Exh. 4.1) 
|10.1             | Employment Agreement with Theodore E. Charles (4)                        | (3)(Exh. 10.1)
|10.2             | Employment Agreement with Timothy B. Murphy (4)                          | (3)(Exh. 10.2)
|10.3             | The 1994 Stock Option Plan (4)                                           | (5)(Exh. 10.3)
|10.4             | The 1996 Stock Incentive Plan (4)                                        | (3)(Exh. 10.3)
|10.6             | The 2001 Equity Incentive Plan (4)                                       | (6)(Exh. 4.4) 
|10.7             | The 2005 Equity Incentive Plan (4)                                       | (7)(Exh. 4.5) 
|10.8             | Form of June 2006 Stock Grant Agreement (4)                              | (8)(Exh. 10.8)
|10.9             | Form of February 2008 Stock Grant Agreement (4)                          | (8)(Exh. 10.9)
|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) | Incorporated by reference to the indicated exhibit to the Registrant's Registration Statement on Form SB-2 (File No. 333-05327) filed November 14, 2000.
|(4) | A management contract or compensatory plan or arrangement required to be filed as an exhibit pursuant to Item 15(b) of this report.                     
|(5) | Incorporated by reference to the indicated exhibit to the Registrants Annual Report on Form 10-K filed June 30, 2005                                   
|(6) | 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.    
|(7) | 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.     
|(8) | Incorporated by reference to the indicated exhibit to the Registrants Annual Report on Form 10-K filed June 30, 2008.                                  

Any exhibit not included with this Form 10-Q 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 Investors Capital Holdings, Ltd., 230 Broadway East, Lynnfield, MA 01940-2320.

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|SIGNATURES
|----------

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



| | INVESTORS CAPITAL HOLDINGS, LTD.By:/s/ Kathleen L. DonnellyChief Accounting Officer(Duly authorized officer)Date: August 13, 2009
| | ---------------------------------------------------------------------------------------------------------------------------------

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
|-------------------------------------------------------------------------



|Exhibit 31.1CERTIFICATION
|-------------------------

|                                    |                                                                                                                          |                                                                                                                   
|----------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------
|I, Timothy B. Murphy, certify that:
|                                   
|1.                                  | I have reviewed this quarterly report on Form 10-Q 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 under which 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 cash flows of the smaller reporting 
|                                    | company as of, and for, the periods presented in said report;                                                           
|                                   
|4.                                  | The smaller reporting company's other certifying officer 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)) and internal              
|                                    | control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the smaller             
|                                    | reporting company 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 relating the smaller reporting company,       
|                                    |                                                                                                                          | 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 assurance regarding 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 smaller reporting company'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; and                                        
|                                   
|                                    | d)                                                                                                                       | Disclosed in this report any change in the smaller reporting company's internal control over financial reporting  
|                                    |                                                                                                                          | that occurred during the smaller reporting company's most recent fiscal quarter (the smaller reporting            
|                                    |                                                                                                                          | company's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to
|                                    |                                                                                                                          | materially affect, the smaller reporting company's internal control over financial reporting; and                 
|                                   
|5.                                  | The smaller reporting company's other certifying officer(s) and I have disclosed, based on our most recent evaluation   
|                                    | of internal control over financial reporting, to the smaller reporting company's auditors and the audit committee of the
|                                    | smaller reporting company'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 smaller reporting company's ability to record,      
|                                    |                                                                                                                          | process, summarize and report financial information; and                                                          
|                                   
|                                    | b)                                                                                                                       | Any fraud, whether or not material, that involves management or other employees who have a significant role       
|                                    |                                                                                                                          | in the smaller reporting company's internal control over financial reporting.                                     

Date: August 13, 2009

By: /s/ Timothy B. Murphy

Timothy B. Murphy, President,
Chief Executive Officer and Director
(Principal executive officer)

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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|Exhibit 31.2CERTIFICATION
|-------------------------

|                                       |                                                                                                                          |                                                                                                                   
|-------------------------------------- | ------------------------------------------------------------------------------------------------------------------------ | ------------------------------------------------------------------------------------------------------------------
|I, Kathleen L. Donnelly, certify that:
|                                      
|1.                                     | I have reviewed this quarterly report on Form 10-Q 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 under which 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 cash flows of the smaller reporting 
|                                       | company as of, and for, the periods presented in said report;                                                           
|                                      
|4.                                     | The smaller reporting company's other certifying officer 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)) and internal              
|                                       | control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the smaller             
|                                       | reporting company 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 relating the smaller reporting company,       
|                                       |                                                                                                                          | 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 assurance regarding 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 smaller reporting company'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; and                                        
|                                      
|                                       | d)                                                                                                                       | Disclosed in this report any change in the smaller reporting company's internal control over financial reporting  
|                                       |                                                                                                                          | that occurred during the smaller reporting company's most recent fiscal quarter (the smaller reporting            
|                                       |                                                                                                                          | company's fourth quarter in the case of an annual report) that has materially affected, or is reasonably likely to
|                                       |                                                                                                                          | materially affect, the smaller reporting company's internal control over financial reporting; and                 
|                                      
|5.                                     | The smaller reporting company's other certifying officer(s) and I have disclosed, based on our most recent evaluation   
|                                       | of internal control over financial reporting, to the smaller reporting company's auditors and the audit committee of the
|                                       | smaller reporting company'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 smaller reporting company's ability to record,      
|                                       |                                                                                                                          | process, summarize and report financial information; and                                                          
|                                      
|                                       | b)                                                                                                                       | Any fraud, whether or not material, that involves management or other employees who have a significant role       
|                                       |                                                                                                                          | in the smaller reporting company's internal control over financial reporting.                                     

Date: August 13, 2009

By: /s/ Kathleen L. Donnelly

Kathleen L. Donnelly
Chief Financial Officer
(Principal financial officer)

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Exhibit 32.1

CERTIFICATION

I, Timothy B. Murphy, certify that this report on Form 10-Q 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: August 13, 2009

By: /s/ Timothy B. Murphy

Timothy B. Murphy, President,
Chief Executive Officer and Director
(Principal executive officer)

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|Investors Capital Holdings, Ltd. report on form 10-QQuarter Ended 6/30/09
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Exhibit 32.2

CERTIFICATION

I, Kathleen L. Donnelly, certify that this report on Form 10-Q 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: August 13, 2009

By: /s/ Kathleen L. Donnelly

Kathleen L. Donnelly
Chief Financial Officer
(Principal financial officer)

---