SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

YA Global Investments

(Last)

(First)

(Middle)

YA GLOBAL INVESTMENTS, L.P.

101 HUDSON STREET, SUITE 3700

(Street)

JERSEY CITY

07302

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/08/2008

3. Issuer Name and Ticker or Trading Symbol
Homeland Security Capital CORP [ HOMS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Common Stock	4,300,794	D⁽³⁾
Series A Common Stock	1,199,997	I⁽⁴⁾⁽¹¹⁾	Yorkville Bhn, an entity which is majority owned by YA Global Investments, L.P.

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Convertible Preferred Stock Series F	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Series A Common Stock	10,000,000⁽⁵⁾	$10	D
Convertible Preferred Stock Series G	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Series A Common Stock	1,611,360⁽⁶⁾	$4.5	D
Convertible Preferred Stock Series H	⁽¹⁾⁽²⁾	⁽¹⁾⁽²⁾	Series A Common Stock	322,506,125⁽⁷⁾	$33,334	D
Warrant	⁽¹⁾⁽²⁾	08/21/2011	Series A Common Stock	1,000,000⁽⁸⁾	$1	D
Warrant	⁽¹⁾⁽²⁾	06/01/2012	Series A Common Stock	80,000⁽⁹⁾	$0.15	D
Warrant	⁽¹⁾⁽²⁾	03/14/2013	Series A Common Stock	81,166,666⁽¹⁰⁾	$0.03	D

Explanation of Responses:

1. Immediately, however to the number of shares memorialized above, YA Global Investments, L.P. ("YA Global") is the owner of Convertible Preferred Shares, which enable it to convert into 334,117,485 shares of Series A Common Stock and Warrants to purchase 82,966,666 shares of Series A Common Stock which it obtained through various Securities Purchase Agreements. The Convertible Preferred Shares Agreement ("Preferred Agreement") held by YA Global prohibits YA Global from converting any portion of the Preferred Agreement, if such conversion would cause the aggregate number of shares of Series A Common Stock beneficially owned by YA Global and its affiliates to exceed 9.99% of the outstanding shares of the Series A Common Stock following such conversion. (continued to footnote 2)

2. (Continued from footnote 1) In addition, YA Global is prohibited from exercising any Warrant Agreement if YA Global by exercising such Warrant Agreement would cause the aggregate number of shares of Series A Common Stock beneficially owned by YA Global and its affiliates to exceed 9.99% of the outstanding shares of the Series A Common Stock following such conversion.

3. These shares of Series A common stock were purchased by YA Global in the open market and through the conversion of a Secured Convertible Debenture held by YA Global which has since been repackaged into a Promissory Note, dated March 14, 2008.

4. These shares of Series A Common Stock were purchased by Yorkville Bhn in the open market in its regular course of business for investment purposes.

5. Calculated based upon the conversion amount of 10 shares of Series A Common Stock for each shares of the Convertible Preferred Stock Series F held by YA Global.

6. Calculated based upon the conversion amount of 4.5 shares of Series A Common Stock for each shares of the Convertible Preferred Stock Series G held by YA Global.

7. Calculated based upon the conversion amount of 33,334 shares of Series A Common Stock for each shares of the Convertible Preferred Stock Series H held by YA Global.

8. Calculated based upon the exercise price of $1.00 per shares of Series A Common Stock for each share of the Warrant held by YA Global.

9. Calculated based upon the exercise price of $0.15 per shares of Series A Common Stock for each share of the Warrant held by YA Global.

10. Calculated based upon the exercise price of $.03 per shares of Series A Common Stock for each share of the Warrant held by YA Global.

11. Represents the indirect holdings of YA Global. All of the foregoing represents securities held directly by YA Global Bhn, an entity which is majority owned by YA Global, and therefore has voting and dispositive power over all the foregoing shares. For the purposes of Rule 13d-3 under the Securities Exchange Act of 1934, as amended, Yorkville Advisors, LLC may be deemed to be the beneficial owner of, but hereby disclaims such beneficial ownership of, the foregoing shares.

	/s/ Steven S. Goldstein, Esq.	08/15/2008
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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