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Re: End Game post# 2166

Tuesday, 08/28/2012 9:08:14 PM

Tuesday, August 28, 2012 9:08:14 PM

Post# of 2246
In the filings:

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8783197

On June 13, 2012, the Board of Directors (the “Board”) of the Company proposed an amendment to execute a 500 to 1 reverse stock split, change the authorized capital of the Company and a corporate name change. These actions were approved by a majority stockholders vote on June 15, 2012. However, as of August 20, 2012, the Board has not instructed the Company to complete the corporate actions approved by the stockholders. It is expected however, that these actions will be completed in the third quarter.



http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=8690532

Dear Homeland Security Capital Corporation Stockholders:

This Information Statement is furnished by the Board of Directors (the “ Board ”) of Homeland Security Capital Corporation, a Delaware corporation (the “ Company ”), to holders of record of the Company’s (i) common stock, $0.001 par value per share (the “ Common Stock ”), (ii) Series H Convertible Preferred Stock, $0.01 par value per share (“ Series H Preferred ”), and (iii) Series F Convertible Preferred Stock, $0.01 par value per share (“ Series F Preferred ”) (all of the holders of the capital stock of the Company, collectively, the “ Stockholders ”), pursuant to Rule 14c-2 promulgated under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The purpose of this Information Statement is to inform our Stockholders that, on June 15, 2012, holders of at least (i) a majority of the outstanding capital stock of the Company entitled to vote on the Reverse Stock Split, Change in Authorized Capital Stock and the Name Change (each as defined below), which is comprised of the Common Stock and Series H Preferred, voting as a single class with the Common Stock on an as-converted basis, (ii) a majority of the outstanding Series F Preferred, voting as a separate class, entitled to vote on the Change in Authorized Capital Stock and (iii) 66% of Series H Preferred, voting as a separate class, entitled to vote on the Change in Authorized Capital Stock, acted by written consent in lieu of a special meeting of stockholders in accordance with Section 228 of the General Corporation Law of the State of Delaware (“ DGCL ”) to authorize and approve: (i) a proposed amendment to the Company’s certificate of incorporation, as currently in effect (the “ Certificate of Incorporation ”) by way of an Amended and Restated Certificate of Incorporation (the “ Amended and Restated Certificate of Incorporation ”), to effectuate a reverse stock split of our issued and outstanding Common Stock at a ratio of five hundred-for-one (the “ Reverse Stock Split ”); (ii) a proposed amendment to our Certificate of Incorporation by way of the Amended and Restated Certificate of Incorporation to decrease our authorized capital stock from 2,010,000,000 to 55,000,000 shares, and to reclassify such authorized capital from 2,000,000,000 to 50,000,000 shares of Common Stock and from 10,000,000 to 5,000,000 shares of preferred stock (the “ Change in Authorized Capital Stock ”); and (iii) a proposed amendment to our Certificate of Incorporation by way of the Amended and Restated Certificate of Incorporation to change the name of the Company from “Homeland Security Capital Corporation” to “Timios National Corporation” (the “ Name Change ”) . A copy of the Amended and Restated Certificate of Incorporation is attached as Annex A to this Information Statement.

The approval of the Reverse Stock Split, Change in Authorized Capital Stock and the Name Change will not become effective until at least 20 calendar days after the initial mailing of this Information Statement. The Reverse Stock Split, Change in Authorized Capital Stock and Name Change will be implemented after the approval of such matters is effective and the Company files the Amended and Restated Certificate of Incorporation with the Secretary of State of the State of Delaware (the “ Effective Date ”).

No action is required by you. The accompanying Information Statement is furnished to inform our Stockholders of the actions described above before they take effect in accordance with Rule 14c-2 promulgated under the Exchange Act. This Information Statement is being first mailed to you on or about


Table of Contents

June 27, 2012. WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

PLEASE NOTE THAT THE COMPANY’S CONTROLLING STOCKHOLDERS HAVE VOTED TO APPROVE THE REVERSE STOCK SPLIT, CHANGE IN AUTHORIZED CAPITAL STOCK AND THE NAME CHANGE. THE NUMBER OF VOTES HELD BY THE STOCKHOLDERS EXECUTING THE WRITTEN CONSENT IS SUFFICIENT TO SATISFY THE STOCKHOLDER VOTE REQUIREMENT FOR THESE MATTERS UNDER APPLICABLE LAW AND THE COMPANY’S CHARTER, SO NO ADDITIONAL VOTES WILL CONSEQUENTLY BE NEEDED TO APPROVE THESE ACTIONS.



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