**EXHIBIT
      31.2**




**OFFICER’S
      CERTIFICATE**


**PURSUANT
      TO SECTION 302**




I,
      Michael T. Brigante, Chief Financial Officer, certify that:




1.  I
      have
      reviewed this Annual Report to Form 10-KSB/A for the fiscal year ended December
      31, 2006 of Homeland Security Capital Corporation;




2.  Based
      on
      my knowledge, this Annual 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 Annual
      Report;




3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this Annual Report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the Registrant as of, and
      for, the periods presented in this Annual Report;




4.  I
      am
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15 (e)) for the Registrant
      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 to the Registrant, including its consolidated subsidiaries,
      is made known to us by others within those entities, particularly during the
      period in which this Annual 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 Registrant’s disclosure controls and procedures and
      presented in this Annual Report our conclusions about the effectiveness of
      the
      disclosure controls and procedures, as of the end of the period covered by
      this
      Annual Report based on such evaluation; and




(d)  Disclosed
      in this Annual Report any change in the Registrant’s internal control over
      financial reporting that occurred during the Registrant’s most recent fiscal
      quarter that has materially affected, or is reasonably likely to materially
      affect, the Registrant’s internal control over financial reporting;
      and




5.  I
      have
      disclosed, based on our most recent evaluation of internal control over
      financial reporting, to the Registrant’s auditors and the audit committee of the
      Registrant’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 Registrant’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 Registrant’s internal control over financial
      reporting.


Date:
                May 15, 2007
            By:
            */s/
              Michael T. Brigante*Name:Michael
                T. BriganteTitle:Chief Financial
                Officer
                (Principal
                  Accounting Officer)