UNITED STATES
SECURITIES AND
EXCHANGE COMMISSIONWashington, D.C. 20549 FORM 8-K CURRENT REPORT
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest
event reported): June 22, 2011 HOMELAND SECURITY CAPITAL
CORPORATION(Exact name of registrant as
specified in its charter) Delaware
  
  000-23279
  
  52-2050585(State or other Jurisdiction of Incorporation)
  
  (Commission File Number)
  
  (IRS Employer Identification No.) 1050 North Glebe Road, Suite
550
Arlington, VA
  
  22201(Address of Principal Executive Offices)
  
  (Zip Code) Registrant’s telephone number,
including area code: (703) 528-7073 (Former name or former address if changed since last report.) Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions: o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)o Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)o Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))o Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material
Definitive Agreement. On June 22, 2011,
Homeland Security Capital Corporation (the “Company”)
entered into an Asset Purchase Agreement (the “Purchase
Agreement”) with Default Servicing USA, Inc., a subsidiary of the
Company (“Buyer”), Default Servicing, LLC
(“Default”) and DAL Group, LLC (the
“Member”), the sole member of Default, pursuant to which
Buyer agreed to purchase all of the assets and properties of, and assume
certain liabilities from, Default (the “Assets”). Default is
engaged in the business of providing real estate-owned, liquidation-related
services, including property inspection, eviction and broker assignment
services. In consideration for
the Assets, the aggregate purchase price consists of: (a) $500,000 in cash,
subject to certain reductions in connection with accrued but unpaid vacation
time of certain employees, as set forth in the Purchase Agreement, and
(b) up to an additional $3,250,000 in contingent payments, if any, subject
to the achievement of specified net revenue measurement metrics during each
calendar month following the closing of the Purchase Agreement through 2014 and
subject to further adjustments for Pre-Closing Revenue (as defined in the
Purchase Agreement), as more fully set forth in the Purchase Agreement. The Purchase Agreement
and the transactions contemplated thereby are expected to close upon the
satisfaction of customary closing conditions, as well as certain other
conditions, such as, (i) the approval of the transactions contemplated by
the Purchase Agreement by certain governmental authorities, (ii) the
receipt of certain third party consents, and (iii) the execution of a
non-competition, non-solicitation and confidentiality agreement by Default, the
Member and Buyer. The Purchase Agreement
contains customary representations and warranties, covenants and
indemnification provisions made by each party. In addition, if the
Purchase Agreement is not consummated by June 30, 2011 and the Purchase
Agreement is terminated, the Stock Purchase Agreement, dated May 27, 2011,
entered into between the Company, Timios Acquisition Corp., the Member and
Timios, Inc., as previously disclosed in the Company’s Current Report on
Form 8-K filed on May 31, 2011, may be terminated. The foregoing summary
of the Purchase Agreement and the transactions contemplated thereby does not
purport to be complete and is qualified in its entirety by the full text of the
Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this
Current Report on Form 8-K and incorporated herein by reference. The Purchase Agreement
has been included to provide investors and security holders with information
regarding its terms. It is not intended to provide any other factual
information about the Company. The representations, warranties and covenants
contained in the Purchase Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit of the parties
to such agreement, and may be subject to limitations agreed upon by the
contracting parties, including being qualified by confidential disclosures
exchanged between the parties in connection with the execution of the Purchase
Agreement. The representations and warranties may have been made for the
purposes of allocating contractual risk between the parties to the agreement
instead of establishing these matters as facts, and may be subject to standards
of materiality applicable to the contracting parties that differ from those
applicable to investors. Investors are not third-party beneficiaries under the
Purchase Agreement and should not rely on the representations, warranties and
covenants or any descriptions thereof as characterizations of the actual state
of facts or condition of the Company or Seller or any of their respective
subsidiaries or affiliates. Moreover, information concerning the
subject matter of the representations and warranties may change after the date
of the Purchase Agreement, and this subsequent information may or may not be
fully reflected in the Company’s public disclosures.  2




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Item 9.01 Financial Statements
and Exhibits. (d) Exhibits. Exhibit
No.
  
  Description10.1
  
  Asset Purchase Agreement, dated June 22,
2011, by and among Homeland Security Capital Corporation, Default Servicing
USA, Inc., Default Servicing, LLC and DAL Group, LLC.
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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. HOMELAND SECURITY CAPTIAL
CORPORATION By: /s/ C.
Thomas McMillen
Name: C. Thomas McMillen
Title: Chief Executive
Officer Date: June 23, 2011  4