EXHIBIT 31.1

                              OFFICER'S CERTIFICATE
                             PURSUANT TO SECTION 302

      I, C. Thomas McMillen,  Chief Executive  Officer and Principal  Accounting
Officer, certify that:

      1. I have  reviewed  this Form 10-QSB for the quarter ended March 31, 2006
of Homeland Security Capital Corporation;

      2.  Based on my  knowledge,  this  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 Report;

      3. Based on my knowledge,  the financial  statements,  and other financial
information included in this 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 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 Report is being prepared;

            (b) Intentionally Omitted;

            (c)  Evaluated  the  effectiveness  of the  Registrant's  disclosure
controls and procedures and presented in this Report our  conclusions  about the
effectiveness  of the disclosure  controls and procedures,  as of the end of the
period covered by this Report based on such evaluation; and

            (d) Disclosed in this 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 22, 2006

                                        By:    /s/ C. Thomas McMillen
                                            ------------------------------------
                                        Name:  C. Thomas McMillen
                                        Title: Chief Executive Officer and
                                               Principal Accounting Officer

*The introductory  portion of paragraph 4 of the Section 302 certification  that
refers  to  the  certifying   officers'   responsibility  for  establishing  and
maintaining  internal control over financial  reporting for the company, as well
as paragraph 4(b), have been omitted in accordance with Release Nos. 33-8618 and
34-52492  (September 22, 2005) because the  compliance  period has been extended
for small  business  issuers until the first fiscal year ending on or after July
15, 2007.