Attached files
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EX-31.2 - EXHIBIT 31.2 - Timios National Corp | c13919exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - Timios National Corp | c13919exv31w1.htm |
EX-32.1 - EXHIBIT 32.1 - Timios National Corp | c13919exv32w1.htm |
EX-32.2 - EXHIBIT 32.2 - Timios National Corp | c13919exv32w2.htm |
U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 10-K/A
(Mark one)
þ | ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended June 30, 2009
OR
o | TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission File No. 000-23279
Homeland Security Capital Corporation
(Exact Name of Registrant as Specified in Charter)
1005 North Glebe Road, Suite 550 | ||||
Delaware | 52-2050585 | Arlington, Virginia 22201 | ||
(State or other jurisdiction | (IRS Employer | (Address of principal executive offices) | ||
of incorporation) | Identification No.) | (Zip Code) |
Registrants telephone number, including area code: (703) 528-7073
Common Stock, par value $.001 per share
(Title of Class)
Securities Registered Under Section 12(b) of the Exchange Act: Common Stock, $0.001 par value
Securities Registered Under Section 12(g) of the Exchange Act: None
Indicate by check mark if the issuer is not required to file reports pursuant to section 13 or
15(d) of the Exchange Act. o No þ
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act, as amended (the Exchange Act) during the past 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 þ No o
Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-K
contained in this form, and no disclosure will be contained, to the best of registrants knowledge,
in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K. þ
Indicate by check mark whether the registrant is a large 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.
(Check one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o | Smaller reporting company þ | |||
(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 Act). Yes o No þ
The aggregate market value of the voting and non-voting common equity held by non-affiliates
of the registrant on June 30, 2009 (the last business day of the registrants most recently
completed fiscal year), was $2,505,383 based on the closing price of the registrants common stock
on Over-the-Counter Electronic Bulletin Board of $0.125 per share.
There were 49,699,595 shares of common stock outstanding as of September 25, 2009.
DOCUMENTS INCORPORATED BY REFERENCE
[Not applicable]
Explanatory Note
This Amendment No. 1 on Form 10-K/A (this Amendment) to the Annual Report on Form 10-K (the
Original Filing) of Homeland Security Capital Corporation (we, us, our or the Company) for
the fiscal year ended June 30, 2009, originally filed with the Securities and Exchange Commission (the SEC)
on September 28, 2009, is being filed for the purpose of responding to certain comments made by the
SEC by letter dated February 15, 2011 (the Comment Letter).
In response to the Comment Letter, the Company has filed an amended Report of Independent
Registered Public Accounting Firm. Pursuant to Rule 13a-14(a) under the Securities Exchange Act of
1934, as amended, the Company is also including with this Amendment certain certifications dated as of
the date hereof.
Except as described above, the Original Filing has not been amended, updated or otherwise
modified. The Original Filing, as amended by this Amendment, continues to speak as of the date of
the Original Filing and does not reflect events occurring after the filing of the Original Filing
or update or otherwise modify any related or other disclosures, including forward-looking
statements. Accordingly, this Amendment should be read in conjunction with our other filings made
with the SEC subsequent to the filing of the Original Filing.
Report of Independent Registered Public Accounting Firm
Board of Directors and Stockholders
Homeland Security Capital Corporation
Homeland Security Capital Corporation
We have audited the accompanying consolidated balance sheets of Homeland Security Capital
Corporation and Subsidiaries as of June 30, 2009 and 2008, and the related consolidated statement
of operations, stockholders (deficit) equity and cash flows for the year ended June 30, 2009 and
the six months ended June 30, 2008. Homeland Security Capital Corporations management is
responsible for these consolidated financial statements. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audit included consideration of internal control over financial
reporting as a basis for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of the companys internal control
over financial reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Homeland Security Capital Corporation as of June 30, 2009 and
2008 and the results of its operations and its cash flows for the year ended June 30, 2009 and the
six months ended June 30, 2008, in conformity with accounting principles generally accepted in the
United States of America.
/s/Coulter & Justus, P. C. | ||||
Knoxville, Tennessee
September 25, 2009
September 25, 2009
F-1