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<TITLE>Form 8-K</TITLE>
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<DIV align="center" style="font-size: 14pt; margin-top: 12pt"><B>UNITED STATES<BR>
SECURITIES AND EXCHANGE COMMISSION</B>
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<DIV align="center" style="font-size: 12pt"><B>Washington, D.C. 20549</B>
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<DIV align="center" style="font-size: 18pt; margin-top: 12pt"><B>FORM 8-K</B>
</DIV>

<DIV align="center" style="font-size: 12pt; margin-top: 12pt"><B>CURRENT REPORT<BR>
Pursuant to Section&nbsp;13 OR 15(d) of The Securities Exchange Act of 1934</B>
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<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B>Date of Report (Date of earliest event reported): September 1, 2008 </B></DIV>

<DIV align="center" style="font-size: 24pt; margin-top: 12pt"><B>Home Solutions of America, Inc.</B>
</DIV>

<DIV align="center" style="font-size: 10pt">(Exact name of registrant as specified in its charter)</DIV>

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<TD nowrap align="center" valign="top"><B>Delaware
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>001-31711
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>99-0273889</B></TD>
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<TD align="center" valign="top">(State or other jurisdiction<BR>
of incorporation)
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<TD>&nbsp;</TD>
<TD align="center" valign="top">(Commission File Number)
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<TD align="center" valign="top">(IRS Employer Identification No.)</TD>
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<TD align="center" valign="top"><B>1340 Poydras Street, Suite 1800,<BR>
New Orleans, Louisiana
</B></TD>
<TD>&nbsp;</TD>
<TD align="center" valign="top"><B>&nbsp;<BR>70112 </B></TD>
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<DIV align="center" style="font-size: 10pt; margin-top: 12pt">Registrant&#146;s telephone number, including area code: <B>(504) 562-5700 </B></DIV>

<DIV align="center" style="font-size: 10pt; margin-top: 12pt"><B></B></DIV>

<DIV align="center" style="font-size: 10pt"><FONT style="border-top: 1px solid #000000">(Former name or former address, if changed since last report.)</FONT></DIV>

<DIV align="left" style="font-size: 10pt; margin-top: 6pt">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: </DIV>

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<TD>Written communications pursuant to Rule&nbsp;425 under the Securities Act (17 CFR 230.425)</TD>
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<TD>Soliciting material pursuant to Rule&nbsp;14a-12 under the Exchange Act (17 CFR 240.14a-12)</TD>
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<TD>Pre-commencement communications pursuant to Rule&nbsp;14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))</TD>
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<TD>Pre-commencement communications pursuant to Rule&nbsp;13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</TD>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;1.01 Entry into a Material Definitive Agreements</B>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Consistent with the Company&#146;s previously announced plan to divest itself of all non-core assets, on
September&nbsp;1, 2008, the Company entered into the Partnership Interest Purchase Agreement (the
&#147;Partnership Purchase Agreement&#148;) whereby it sold its wholly owned subsidiary, Fiber Seal Systems
LLP (Fiber Seal), to NBM Enterprises L.L.C, an entity owned by Jeffrey M. Mattich (&#147;Mattich&#148;), the
Company&#146;s former Chief Financial Officer and Mattich, collectively the Purchasers. Non-cash
consideration of $100,000 was tendered by the Purchasers. The consideration included approximately
$65,000 in unpaid bonuses, vacation and consulting fees due to Mattich, as well as a $35,000 loan
Mattich had made to Fiber Seal for working capital purposes. The Company had previously impaired
100% of the goodwill associated with Fiber Seal taking an approximate $1.5&nbsp;million charge to
earnings on September&nbsp;30, 2007. Fiber Seal was originally purchased by the Company on July&nbsp;31,
2003 for approximately $1.6&nbsp;million in cash, stock and other consideration. The Partnership
Purchase Agreement is included as Exhibit&nbsp;4.4 to this filing.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">On February&nbsp;20, 2009, the Company entered into a Stock Purchase Agreement (the &#147;Stock Purchase
Agreement&#148;) whereby it sold its 50% interest in SouthernStone Cabinets, Inc (SSC)&nbsp;to David M.
Baccari (Baccari), the owner of the remaining 50% interest of SSC, for $100,000 in cash; the
transaction was made effective as of September&nbsp;30, 2008. The Company originally acquired its 50%
interest in SSC on December&nbsp;31, 2003 as part of its approximately $12.2&nbsp;million acquisition of 100%
of Southern Exposure Unlimited of Florida, Inc., 100% of (&#147;SE&#148;), SE Tops of Florida, Inc. (&#147;SE
Tops&#148;) and 50% of SSC. The Company closed its SE and SE Tops during 2009 as a result of the
deterioration of the Florida housing market which was the primary source of business for SE, SE
Tops and SSC. The Company had previously impaired all goodwill associated with SE, SE Tops and SSC
by taking an approximate $10.8&nbsp;million charge to earnings on September&nbsp;30, 2007. The Stock Purchase
Agreement is included as Exhibit&nbsp;4.5 to this filing.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The Company has moved to sell or close
all divisions that do not directly service the New Orleans market.&nbsp; In
addition to the divestitures of Fiber Seal and SSC, the Company has also ceased
ongoing operations at its Cornerstone Building and Remodeling, Inc.
(&#8220;Cornerstone&#8221;) and&nbsp;Southern Exposure Unlimited of Florida,
Inc. and related companies (&#8220;Southern Exposure&#8221;).&nbsp; There were
no cash proceeds from the closures of Cornerstone or Southern Exposure and the
Company remains in the process of winding down their respective affairs.&nbsp;
The Company&#8217;s lone remaining operating division is its Home Solutions
Restoration of Louisiana, Inc. (HSRLA).&nbsp; HSRLA was renamed PICKE
Construction Corporation on January&nbsp;1, 2009.&nbsp;
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">As recently reported, Home Solutions of America, Inc. (&#147;HSOA&#148; or the &#147;Company&#148;) had previously
reached an agreement to settle the consolidated shareholder class action captioned <I>Home Solutions
of America Investor Group v. Fradella, </I>Civil Action No.&nbsp;3:06-cv-1096,filed on June&nbsp;20, 2006 (the
&#147;2006 Class&nbsp;Action&#148;) and the shareholder derivative action captioned <I>Sved v. Chadwick</I>, Civil Action
No.&nbsp;3:06-cv-01135, filed on June&nbsp;27, 2006 (the &#147;Derivative Action&#148;) (the proposed settlements are
hereinafter referred to as the &#147;2006 Class&nbsp;Action Settlement&#148; and the &#147;Derivative Action
Settlement&#148;). The 2006 Class&nbsp;Action Settlement and the Derivative Action Settlement were subject
to approval by the United States District Court for the Northern District of Texas, which set a
hearing for March&nbsp;23, 2009 to determine whether the 2006 Class&nbsp;Action Settlement and the Derivative
Action Settlement should be approved.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Under the Class&nbsp;Action Settlement, the Company was to pay $3.5&nbsp;million into an escrow fund set up
by counsel for Plaintiffs, with part of the payment due within 45&nbsp;days after execution of the
Stipulation of Settlement (the &#147;Stipulation&#148;) and the remainder due six months later. The Company
caused the payment of $2.55&nbsp;million of this amount into escrow pursuant to the Stipulation. Of
the remainder of the payment, the Company paid $55,000 and approximately $900,000 is due. The
Company has advised the parties that it will likely be unable to fund the remainder of the
settlement payment in the immediate future. It is not currently known whether or when the Company
will be able to fund the remainder of the consideration.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">On March&nbsp;23, 2009, the court held a Fairness Hearing on whether the settlement of the 2006 Class
Action (the Class&nbsp;Action Settlement&#148;) should receive final approval and on March&nbsp;25, 2009, the
Court issued its final order and judgment dismissing all causes of action with prejudice against
the Company and the individual defendants, also awarding attorneys fees from the settlement
proceeds to the plaintiffs&#146; class counsel.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">In addition, Fulbright &#038; Jaworski L.L.P. (&#147;Fulbright&#148;) has advised the Company, as well as all of
the individual defendants it represents in this litigation, that it will file a motion to withdraw
from representing the Company in this litigation due to nonpayment of invoices by the Company.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Also on March&nbsp;23, 2009, the Fairness Hearing on whether the proposed settlement of the Derivative
Action (the &#147;Proposed Derivative Settlement&#148;) was held; the court adjourned a ruling for 90&nbsp;days.
Under the Proposed Derivative Settlement, the Company agreed to undertake certain corporate
governance reforms (the &#147;Governance Reforms&#148;), including:
</DIV>

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    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">a)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The agreement by the Company to separate the positions of Chairman of the Board and
Chief Executive Officer, which shall remain separated for a period of at least four years
following the date of the Stipulation.</DIV></TD>
</TR>

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</DIV>

<DIV style="margin-top: 10pt">
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0" style="font-size: 10pt">
<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">b)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The appointment by the Company of a new independent and disinterested Chairman of the
Board.</DIV></TD>
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<TR style="font-size: 8pt">
    <TD>&nbsp;</TD>
</TR> <TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">c)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The appointment by Home Solutions of a new interim Chief Financial Officer.</DIV></TD>
</TR>

</TABLE>
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">d)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The resignation of Defendant Brian Marshall as an officer and director of Home
Solutions.</DIV></TD>
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</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">e)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The retention of an outside law firm to conduct an investigation and report their
findings to the Company&#146;s Board of Directors.</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV style="margin-top: 10pt">
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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">f)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The adoption by the Company of enhanced procedures to ensure the accuracy of its press
releases and public announcements.</DIV></TD>
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</TABLE>
</DIV>

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<TR valign="top" style="font-size: 10pt; color: #000000; background: transparent">
    <TD width="4%" style="background: transparent">&nbsp;</TD>
    <TD width="3%" nowrap align="left">g)</TD>
    <TD width="1%">&nbsp;</TD>
    <TD><DIV style="text-align: justify">The agreement by Home Solutions to not make strategic equity investments in any company
in which a Director or Executive Director has a direct ownership of more than 5%, subject
to the Company&#146;s ability, through reasonable efforts, to determine ownership interests in
any such company.</DIV></TD>
</TR>

</TABLE>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">In connection with the Proposed Derivative Settlement, the Company also agreed not to oppose
Plaintiff&#146;s request for attorneys&#146; fees up to $250,000, including $200,000 cash and $50,000 in the
Company&#146;s securities (the &#147;Requested Attorneys&#146; Fee Award&#148;) in the event the Court approves the
Proposed Derivative Settlement. The Company has advised the parties that it will likely be unable
to make timely payment of Plaintiffs&#146; Requested Attorneys&#146; Fee Award, should such fees be awarded.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">In addition, the Company has advised the parties that it intends to honor the Governance Reforms
portion of the Proposed Derivative Settlement to the extent the Company continues as a going
concern. As of this filing, the Company remains in business and currently intends to continue its
operations, although it cannot guarantee that it will be successful in preserving its status as a
going concern.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Fulbright and Hallett &#038; Perrin (&#147;Hallett&#148;) have advised the Company, as well as the other
defendants they represent in this litigation, that they will file a motion to withdraw from
representing them in this litigation due to nonpayment of invoices by the Company.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">As reported on February&nbsp;2, 2009, the Company&nbsp;had reached a preliminary agreement to settle a purported class action
captioned <I>Melms v. Home Solutions of America et al.</I>, (the &#147;Melms Settlement&#148;). On April&nbsp;10, 2009, the Melms Settlement
was approved by the United States District Court for the Northern District of Texas&nbsp;which&nbsp;mandated a final Settlement
Hearing for June&nbsp;15, 2009 to approve the settlement and plaintiff&#146;s fees, among other things. Under the terms of the
Melms Settlement, the Company agreed to pay $5.1&nbsp;million to settle all claims brought by a class of all persons who
purchased common stock of Home Solutions from May&nbsp;10, 2007 through February&nbsp;15, 2008.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">As previously disclosed in the Company&#146;s Form 8-K filed January&nbsp;14, 2008, the Company entered into
arbitration proceedings with Stephen Scott Sewell (Sewell). Sewell, a former Vice President of the
Company, a former member of the Company&#146;s Board of Directors and a selling partner of Associated
Contractors LLC (&#147;Associated) which was purchased by the Company on October&nbsp;26, 2006, had
previously been terminated by the Company, reportedly, for cause. The Agreement and Plan of
Merger (the &#147;Merger Agreement&#148;) between the selling partners of Associated and the Company provided
that Sewell and his partners were entitled to payments based on the collection of certain of
Associated&#146;s accounts receivable at the date of acquisition and Associated achieving certain
earnings thresholds subsequent to the acquisition, among other things. The Merger Agreement also
provided that any disputes surrounding these payments to be settled via binding arbitration.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The Company had been engaged in the aforementioned arbitration proceedings with Sewell and one of
Associated&#146;s other selling partners, Mr.&nbsp;William Edwards (&#147;Edwards&#148;). The arbitration proceedings
concluded in January&nbsp;2009. Subsequent to the conclusion of the arbitration proceedings, the
Company also entered into mediation proceedings with Sewell and Edwards and, prior to the
arbitration panel&#146;s ruling, the Company reached mediated settlements with both Sewell and Edwards.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The mediation settlement with Edwards provided for a cash payment of $1.25&nbsp;million as well as the
issuance of warrants to purchase 1.5&nbsp;million shares of the Company&#146;s common stock at an exercise
prices of $0.01/share. The warrants were issued on January&nbsp;26, 2009 and expire 60&nbsp;months from the
date of their issuance; the form of the warrant is attached as Exhibit&nbsp;4.6 to this agreement. The
Company immediately caused the settlement payment to be made and issued the warrants.
</DIV>
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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The Company also reached a settlement with respect to the mediation with Sewell. The mediation
settlement provides Sewell with a cash payment of $1.35&nbsp;million, issuance of warrants to purchase
500,000 shares of the Company&#146;s common stock at $0.01/share, return of certain of Sewell&#146;s office
furniture and a letter indicating that Sewell&#146;s December&nbsp;2007 termination was inappropriate. Prior
to executing the settlement papers, the arbitration panel issued their award.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">With respect to Edwards, the arbitration panel ruled that his termination for cause was unfounded
and that the Company breached the Merger Agreement by not paying him and his partners for
collecting certain accounts receivable and for achieving earnings thresholds as mandated by the
Merger Agreement, among other things; Edward&#146;s allegations of fraud were not upheld by the
arbitration panel. The arbitration panel awarded Edwards damages totaling approximately $5.8
million. However, because the Company had previously settled all disputes with Edward via the
mediation and resulting issuance of cash and warrants, the Company was not compelled to pay the
damages awarded by the arbitrator.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">With respect to Sewell, the arbitration panel ruled that his termination for cause was unfounded
and that the Company breached the Merger Agreement by not paying him and his partners for
collecting certain accounts receivable and for achieving the earnings thresholds as mandated by the
Merger Agreement, among other things; Sewell&#146;s allegations of fraud were not upheld by the
arbitration panel. The arbitration panel awarded Sewell contractual damages totaling approximately
$8.5&nbsp;million. The Company believed that it had successfully settled with Sewell during the
mediation. On March&nbsp;13, 2009, Sewell filed a motion seeking to confirm the arbitration award.
The Company opposed Mr.&nbsp;Sewell&#146;s motion and, on March&nbsp;25, 2009, the Company was notified that the
court confirmed the award by the arbitration panel. The Company has filed a second motion to
appeal the award by the arbitration panel and remains actively involved in negotiations with
Sewell. Should the court again rule in Sewell&#146;s favor and the Company would be unsuccessful in its
negotiations with Sewell, it would adversely impact the Company&#146;s ability to continue as a going
concern.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">On March&nbsp;31, 2009, the Company entered into the Deed of Trust and Security Agreement (the &#147;Security
Agreement&#148;) with PW Stephens Environmental, Inc. (&#147;PWS&#148;). PWS was previously a wholly owned
subsidiary of the Company that was sold on July&nbsp;3, 2008. As part of the terms of sale, the Company
borrowed $500,000 from PWS and issued a Promissory Note (the &#147;Note&#148;) which was guaranteed by the
Chairman of the Board of Directors at the time, Michael J. McGrath (&#147;McGrath&#148;); as reported,
McGrath resigned from the Board of Directors effective February&nbsp;2, 2009. The Note bore interest at
13% per annum and required repayment by November&nbsp;30, 2008. The Company had previously been unable
to make any interest payments on the Note.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">As a result of the Security Agreement, the Company assigned, as collateral, land and a building
located in Houston, Texas (the &#147;Houston Real Estate&#148;) to PWS as security for the loan previously
guaranteed by McGrath; the existence of the Security Agreement did not remove McGrath as a
guarantor on the Note, but, rather, provided additional security for the Note. Should the Company
default on the Note, PWS may exercise its remedies under the Security Agreement, which includes
foreclosure on the Houston Real Estate. The Company is currently in default of the Note but, at
the time of this filing, the PWS has not exercised its remedy to foreclose on the Houston Real
Estate. The Security Agreement is included as Exhibit&nbsp;4.7 to this filing.
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">On March&nbsp;31, 2009, the members of the Independent Board of Directors received and accepted the
formal resignation of Frank J. Fradella as the Company&#146;s Chief Executive Officer. The Company is
currently in the process of negotiating the terms of Mr.&nbsp;Fradella&#146;s separation. Mr.&nbsp;Fradella
continues to serve on the Board of Directors.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">The Company named Patrick McGeeney Acting Chairman of the Board of Directors. Mr.&nbsp;McGeeney has
been a member of the Board of Directors since November&nbsp;2005 and also serves as Chairman of the
Company&#146;s Audit Committee. From May&nbsp;2005 to present, he has served as the CEO of MBI Financial,
Inc. From 2001 to 2005, Mr.&nbsp;McGeeney served as CEO of Availent Financial, the parent owner of
Availent Mortgage (AM), which was a ten state mortgage operation that specialized in mortgage joint
venture for real estate agencies and homebuilders. Prior to Availent, Mr.&nbsp;McGeeney was with REALTEC
Real Estate Corporation where he served as COO. REALTEC was
a pioneer real estate franchise that developed the concept of providing real estate agencies the
opportunity to participate in the joint venture mortgage operations requirements for this endeavor.
Mr.&nbsp;McGeeney started this operation and developed its national program into 12 states with regional
sales operations. Mr.&nbsp;McGeeney graduated from Southern Methodist University and did graduate work
at Our Lady of the Lake University in San Antonio, Texas. He currently serves on the Associate
Board of the SMU Cox School of Business in Dallas, Texas.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;8.01 Other Events</B>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">On February&nbsp;23, 2009, the Company was served a lawsuit by its former restructuring firm, Alvarez &#038;
Marsal Public Sector Services, LLC (A&#038;M) alleging the Company&#146;s refusal of payment of agreed-upon
legal fees. The suit alleges A&#038;M is owed approximately $605,000 in unpaid fees. The Company has not
yet answered the lawsuit but intends to vigorously defend itself with respect to this matter.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>FORWARD LOOKING STATEMENTS</B>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section&nbsp;27A of the
Securities Act of 1933, as amended, and Section&nbsp;21E of the Securities Exchange Act of 1934, as
amended.
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Forward-looking statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and
involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are statements that could be
forward-looking statements. You can identify these forward-looking statements through our use of
words such as &#147;may,&#148; &#147;will,&#148; &#147;can&#148; &#147;anticipate,&#148; &#147;assume,&#148; &#147;should,&#148; &#147;indicate,&#148; &#147;would,&#148;
&#147;believe,&#148; &#147;contemplate,&#148; &#147;expect,&#148; &#147;seek,&#148; &#147;estimate,&#148; &#147;continue,&#148; &#147;plan,&#148; &#147;point to,&#148; &#147;project,&#148;
&#147;predict,&#148; &#147;could,&#148; &#147;intend,&#148; &#147;target,&#148; &#147;potential,&#148; and other similar words and expressions of the
future. Forward-looking statements may not be realized due to a variety of factors, including,
without limitation, future economic, competitive and market conditions, regulatory framework, and
future business decisions, and the other factors referenced in our Annual Report on Form 10-K for
the year ended December&nbsp;31, 2006, which contains a list of specific risk factors that could cause
actual results to differ materially from those indicated by our forward-looking statements made in
this Current Report on Form 8-K.
</DIV>
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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Item&nbsp;9.01 Financial Statements and Exhibits</B>
</DIV>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">(d)&nbsp;Exhibits
</DIV>

<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Partnership Interest Purchase Agreement between NBM Enterprises
L.L.C., Jeffrey M. Mattich and Home Solutions of America, Inc. dated
September&nbsp;1, 2008 which is filed pursuant to Item&nbsp;1.01</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Stock Purchase Agreement between David M. Baccari and Home Solutions
of America, Inc. dated September&nbsp;30, 2008 which is filed pursuant to
Item&nbsp;1.01</DIV></TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.6</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Form of Warrant between William Edwards and Home Solutions of America,
Inc. dated January&nbsp;26, 2009 which is filed pursuant to Item&nbsp;1.01</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.7</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Deed of Trust and Security Agreement between PW Stephens
Environmental, Inc. and Home Solutions of America, Inc. dated March
31, 2009 which is filed pursuant to Item&nbsp;1.01</DIV></TD>
</TR>
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</DIV>



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<DIV style="font-family: 'Times New Roman',Times,serif; margin-left: .25in; width: 7.20in">



<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>SIGNATURES</B>
</DIV>


<DIV align="justify" style="font-size: 10pt; margin-top: 10pt; text-indent: 4%">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.
</DIV>

<TABLE width="100%" border="0" cellspacing="0" cellpadding="0" style="font-size: 10pt">
<TR>
    <TD width="48%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="35%">&nbsp;</TD>
    <TD width="15%">&nbsp;</TD>
</TR>
<TR>
    <TD valign="top" align="left">&nbsp;</TD>
    <TD colspan="3" align="left">Home Solutions of America, Inc.<BR>
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD valign="top">By:&nbsp;&nbsp;</TD>
    <TD colspan="2" style="border-bottom: 1px solid #000000" align="left">/s/ V. Chase McCrea III
&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">V. Chase McCrea III&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR><TR>
    <TD align="left">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD colspan="2" align="left">Interim &#151; Chief Financial Officer&nbsp;</TD>
    <TD>&nbsp;</TD>
</TR>
</TABLE>

<DIV align="justify" style="font-size: 10pt; margin-top: 10pt">Dated: April&nbsp;13, 2009
</DIV>


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<DIV align="justify" style="font-size: 10pt; margin-top: 10pt"><B>Exhibit&nbsp;Index</B>
</DIV>
<DIV align="center">
<TABLE style="font-size: 10pt" cellspacing="0" border="0" cellpadding="0" width="100%">
<!-- Begin Table Head --><TR valign="bottom">
    <TD width="5%">&nbsp;</TD>
    <TD width="1%">&nbsp;</TD>
    <TD width="5%">&nbsp;</TD>
    <TD width="3%">&nbsp;</TD>
    <TD width="77%">&nbsp;</TD>
</TR>

<!-- End Table Head -->
<!-- Begin Table Body -->
<TR valign="bottom" style="background: #cceeff">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.4</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Partnership Interest Purchase Agreement between NBM Enterprises
L.L.C., Jeffrey M. Mattich and Home Solutions of America, Inc. dated
September&nbsp;1, 2008 which is filed pursuant to Item&nbsp;1.01</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.5</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Stock Purchase Agreement between David M. Baccari and Home Solutions
of America, Inc. dated September&nbsp;30, 2008 which is filed pursuant to
Item&nbsp;1.01</DIV></TD>
</TR>
<TR valign="bottom" style="background: #cceeff; padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.6</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Form of Warrant between William Edwards and Home Solutions of America,
Inc. dated January&nbsp;26, 2009 which is filed pursuant to Item&nbsp;1.01</DIV></TD>
</TR>
<TR valign="bottom" style="padding-top: 1px">
    <TD nowrap align="right" valign="top">&nbsp;</TD>
    <TD align="right" valign="top">4.7</TD>
    <TD nowrap valign="top">&nbsp;</TD>
    <TD>&nbsp;</TD>
    <TD valign="top"><DIV style="margin-left:0px; text-indent:-0px" align="justify">Deed of Trust and Security Agreement between PW Stephens
Environmental, Inc. and Home Solutions of America, Inc. dated March
31, 2009 which is filed pursuant to Item&nbsp;1.01</DIV></TD>
</TR>
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</DIV>



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</HTML>
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{"company-data": {"conformed-name": "HOME SOLUTIONS OF AMERICA INC", "cik": "0000855424", "assigned-sic": "8741", "irs-number": "990273889", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31711", "film-number": "09747040"}, "business-address": {"street1": "1500 DRAGON STREET - SUITE B", "street2": "-", "city": "DALLAS", "state": "TX", "zip": "75207", "phone": "214-623-8446"}, "mail-address": {"street1": "1500 DRAGON STREET - SUITE B", "street2": "-", "city": "DALLAS", "state": "TX", "zip": "75207"}, "former-company": [{"former-conformed-name": "NEXTGEN COMMUNICATIONS CORP", "date-changed": "20010814"}, {"former-conformed-name": "U S INDUSTRIAL SERVICES INC", "date-changed": "19980629"}, {"former-conformed-name": "EIF HOLDINGS INC", "date-changed": "19930621"}]}
Form 8-K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, 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): September 1, 2008
Home Solutions of America, Inc.
(Exact name of registrant as specified in its charter)
Delaware
001-31711
99-0273889
(State or other jurisdiction
of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1340 Poydras Street, Suite 1800,
New Orleans, Louisiana
70112
(Address of principal executive offices)
(Zip Code)
Registrant's telephone number, including area code:
(504) 562-5700
(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))
Item 1.01 Entry into a Material Definitive Agreements
Consistent with the Company's previously announced plan to divest itself of all non-core assets, on
September 1, 2008, the Company entered into the Partnership Interest Purchase Agreement (the
"Partnership Purchase Agreement") whereby it sold its wholly owned subsidiary, Fiber Seal Systems
LLP (Fiber Seal), to NBM Enterprises L.L.C, an entity owned by Jeffrey M. Mattich ("Mattich"), the
Company's former Chief Financial Officer and Mattich, collectively the Purchasers. Non-cash
consideration of $100,000 was tendered by the Purchasers. The consideration included approximately
$65,000 in unpaid bonuses, vacation and consulting fees due to Mattich, as well as a $35,000 loan
Mattich had made to Fiber Seal for working capital purposes. The Company had previously impaired
100% of the goodwill associated with Fiber Seal taking an approximate $1.5 million charge to
earnings on September 30, 2007. Fiber Seal was originally purchased by the Company on July 31,
2003 for approximately $1.6 million in cash, stock and other consideration. The Partnership
Purchase Agreement is included as Exhibit 4.4 to this filing.
On February 20, 2009, the Company entered into a Stock Purchase Agreement (the "Stock Purchase
Agreement") whereby it sold its 50% interest in SouthernStone Cabinets, Inc (SSC) to David M.
Baccari (Baccari), the owner of the remaining 50% interest of SSC, for $100,000 in cash; the
transaction was made effective as of September 30, 2008. The Company originally acquired its 50%
interest in SSC on December 31, 2003 as part of its approximately $12.2 million acquisition of 100%
of Southern Exposure Unlimited of Florida, Inc., 100% of ("SE"), SE Tops of Florida, Inc. ("SE
Tops") and 50% of SSC. The Company closed its SE and SE Tops during 2009 as a result of the
deterioration of the Florida housing market which was the primary source of business for SE, SE
Tops and SSC. The Company had previously impaired all goodwill associated with SE, SE Tops and SSC
by taking an approximate $10.8 million charge to earnings on September 30, 2007. The Stock Purchase
Agreement is included as Exhibit 4.5 to this filing.
The Company has moved to sell or close
all divisions that do not directly service the New Orleans market.  In
addition to the divestitures of Fiber Seal and SSC, the Company has also ceased
ongoing operations at its Cornerstone Building and Remodeling, Inc.
("Cornerstone") and Southern Exposure Unlimited of Florida,
Inc. and related companies ("Southern Exposure").  There were
no cash proceeds from the closures of Cornerstone or Southern Exposure and the
Company remains in the process of winding down their respective affairs. 
The Company's lone remaining operating division is its Home Solutions
Restoration of Louisiana, Inc. (HSRLA).  HSRLA was renamed PICKE
Construction Corporation on January 1, 2009.
As recently reported, Home Solutions of America, Inc. ("HSOA" or the "Company") had previously
reached an agreement to settle the consolidated shareholder class action captioned
Home Solutions
of America Investor Group v. Fradella,
Civil Action No. 3:06-cv-1096,filed on June 20, 2006 (the
"2006 Class Action") and the shareholder derivative action captioned
Sved v. Chadwick
, Civil Action
No. 3:06-cv-01135, filed on June 27, 2006 (the "Derivative Action") (the proposed settlements are
hereinafter referred to as the "2006 Class Action Settlement" and the "Derivative Action
Settlement"). The 2006 Class Action Settlement and the Derivative Action Settlement were subject
to approval by the United States District Court for the Northern District of Texas, which set a
hearing for March 23, 2009 to determine whether the 2006 Class Action Settlement and the Derivative
Action Settlement should be approved.
Under the Class Action Settlement, the Company was to pay $3.5 million into an escrow fund set up
by counsel for Plaintiffs, with part of the payment due within 45 days after execution of the
Stipulation of Settlement (the "Stipulation") and the remainder due six months later. The Company
caused the payment of $2.55 million of this amount into escrow pursuant to the Stipulation. Of
the remainder of the payment, the Company paid $55,000 and approximately $900,000 is due. The
Company has advised the parties that it will likely be unable to fund the remainder of the
settlement payment in the immediate future. It is not currently known whether or when the Company
will be able to fund the remainder of the consideration.
On March 23, 2009, the court held a Fairness Hearing on whether the settlement of the 2006 Class
Action (the Class Action Settlement") should receive final approval and on March 25, 2009, the
Court issued its final order and judgment dismissing all causes of action with prejudice against
the Company and the individual defendants, also awarding attorneys fees from the settlement
proceeds to the plaintiffs' class counsel.
In addition, Fulbright & Jaworski L.L.P. ("Fulbright") has advised the Company, as well as all of
the individual defendants it represents in this litigation, that it will file a motion to withdraw
from representing the Company in this litigation due to nonpayment of invoices by the Company.
Also on March 23, 2009, the Fairness Hearing on whether the proposed settlement of the Derivative
Action (the "Proposed Derivative Settlement") was held; the court adjourned a ruling for 90 days.
Under the Proposed Derivative Settlement, the Company agreed to undertake certain corporate
governance reforms (the "Governance Reforms"), including:
a)
The agreement by the Company to separate the positions of Chairman of the Board and
Chief Executive Officer, which shall remain separated for a period of at least four years
following the date of the Stipulation.
b)
The appointment by the Company of a new independent and disinterested Chairman of the
Board.
c)
The appointment by Home Solutions of a new interim Chief Financial Officer.
d)
The resignation of Defendant Brian Marshall as an officer and director of Home
Solutions.
e)
The retention of an outside law firm to conduct an investigation and report their
findings to the Company's Board of Directors.
f)
The adoption by the Company of enhanced procedures to ensure the accuracy of its press
releases and public announcements.
g)
The agreement by Home Solutions to not make strategic equity investments in any company
in which a Director or Executive Director has a direct ownership of more than 5%, subject
to the Company's ability, through reasonable efforts, to determine ownership interests in
any such company.
In connection with the Proposed Derivative Settlement, the Company also agreed not to oppose
Plaintiff's request for attorneys' fees up to $250,000, including $200,000 cash and $50,000 in the
Company's securities (the "Requested Attorneys' Fee Award") in the event the Court approves the
Proposed Derivative Settlement. The Company has advised the parties that it will likely be unable
to make timely payment of Plaintiffs' Requested Attorneys' Fee Award, should such fees be awarded.
In addition, the Company has advised the parties that it intends to honor the Governance Reforms
portion of the Proposed Derivative Settlement to the extent the Company continues as a going
concern. As of this filing, the Company remains in business and currently intends to continue its
operations, although it cannot guarantee that it will be successful in preserving its status as a
going concern.
Fulbright and Hallett & Perrin ("Hallett") have advised the Company, as well as the other
defendants they represent in this litigation, that they will file a motion to withdraw from
representing them in this litigation due to nonpayment of invoices by the Company.
As reported on February 2, 2009, the Company had reached a preliminary agreement to settle a purported class action
captioned
Melms v. Home Solutions of America et al.
, (the "Melms Settlement"). On April 10, 2009, the Melms Settlement
was approved by the United States District Court for the Northern District of Texas which mandated a final Settlement
Hearing for June 15, 2009 to approve the settlement and plaintiff's fees, among other things. Under the terms of the
Melms Settlement, the Company agreed to pay $5.1 million to settle all claims brought by a class of all persons who
purchased common stock of Home Solutions from May 10, 2007 through February 15, 2008.
As previously disclosed in the Company's Form 8-K filed January 14, 2008, the Company entered into
arbitration proceedings with Stephen Scott Sewell (Sewell). Sewell, a former Vice President of the
Company, a former member of the Company's Board of Directors and a selling partner of Associated
Contractors LLC ("Associated) which was purchased by the Company on October 26, 2006, had
previously been terminated by the Company, reportedly, for cause. The Agreement and Plan of
Merger (the "Merger Agreement") between the selling partners of Associated and the Company provided
that Sewell and his partners were entitled to payments based on the collection of certain of
Associated's accounts receivable at the date of acquisition and Associated achieving certain
earnings thresholds subsequent to the acquisition, among other things. The Merger Agreement also
provided that any disputes surrounding these payments to be settled via binding arbitration.
The Company had been engaged in the aforementioned arbitration proceedings with Sewell and one of
Associated's other selling partners, Mr. William Edwards ("Edwards"). The arbitration proceedings
concluded in January 2009. Subsequent to the conclusion of the arbitration proceedings, the
Company also entered into mediation proceedings with Sewell and Edwards and, prior to the
arbitration panel's ruling, the Company reached mediated settlements with both Sewell and Edwards.
The mediation settlement with Edwards provided for a cash payment of $1.25 million as well as the
issuance of warrants to purchase 1.5 million shares of the Company's common stock at an exercise
prices of $0.01/share. The warrants were issued on January 26, 2009 and expire 60 months from the
date of their issuance; the form of the warrant is attached as Exhibit 4.6 to this agreement. The
Company immediately caused the settlement payment to be made and issued the warrants.
The Company also reached a settlement with respect to the mediation with Sewell. The mediation
settlement provides Sewell with a cash payment of $1.35 million, issuance of warrants to purchase
500,000 shares of the Company's common stock at $0.01/share, return of certain of Sewell's office
furniture and a letter indicating that Sewell's December 2007 termination was inappropriate. Prior
to executing the settlement papers, the arbitration panel issued their award.
With respect to Edwards, the arbitration panel ruled that his termination for cause was unfounded
and that the Company breached the Merger Agreement by not paying him and his partners for
collecting certain accounts receivable and for achieving earnings thresholds as mandated by the
Merger Agreement, among other things; Edward's allegations of fraud were not upheld by the
arbitration panel. The arbitration panel awarded Edwards damages totaling approximately $5.8
million. However, because the Company had previously settled all disputes with Edward via the
mediation and resulting issuance of cash and warrants, the Company was not compelled to pay the
damages awarded by the arbitrator.
With respect to Sewell, the arbitration panel ruled that his termination for cause was unfounded
and that the Company breached the Merger Agreement by not paying him and his partners for
collecting certain accounts receivable and for achieving the earnings thresholds as mandated by the
Merger Agreement, among other things; Sewell's allegations of fraud were not upheld by the
arbitration panel. The arbitration panel awarded Sewell contractual damages totaling approximately
$8.5 million. The Company believed that it had successfully settled with Sewell during the
mediation. On March 13, 2009, Sewell filed a motion seeking to confirm the arbitration award.
The Company opposed Mr. Sewell's motion and, on March 25, 2009, the Company was notified that the
court confirmed the award by the arbitration panel. The Company has filed a second motion to
appeal the award by the arbitration panel and remains actively involved in negotiations with
Sewell. Should the court again rule in Sewell's favor and the Company would be unsuccessful in its
negotiations with Sewell, it would adversely impact the Company's ability to continue as a going
concern.
On March 31, 2009, the Company entered into the Deed of Trust and Security Agreement (the "Security
Agreement") with PW Stephens Environmental, Inc. ("PWS"). PWS was previously a wholly owned
subsidiary of the Company that was sold on July 3, 2008. As part of the terms of sale, the Company
borrowed $500,000 from PWS and issued a Promissory Note (the "Note") which was guaranteed by the
Chairman of the Board of Directors at the time, Michael J. McGrath ("McGrath"); as reported,
McGrath resigned from the Board of Directors effective February 2, 2009. The Note bore interest at
13% per annum and required repayment by November 30, 2008. The Company had previously been unable
to make any interest payments on the Note.
As a result of the Security Agreement, the Company assigned, as collateral, land and a building
located in Houston, Texas (the "Houston Real Estate") to PWS as security for the loan previously
guaranteed by McGrath; the existence of the Security Agreement did not remove McGrath as a
guarantor on the Note, but, rather, provided additional security for the Note. Should the Company
default on the Note, PWS may exercise its remedies under the Security Agreement, which includes
foreclosure on the Houston Real Estate. The Company is currently in default of the Note but, at
the time of this filing, the PWS has not exercised its remedy to foreclose on the Houston Real
Estate. The Security Agreement is included as Exhibit 4.7 to this filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
On March 31, 2009, the members of the Independent Board of Directors received and accepted the
formal resignation of Frank J. Fradella as the Company's Chief Executive Officer. The Company is
currently in the process of negotiating the terms of Mr. Fradella's separation. Mr. Fradella
continues to serve on the Board of Directors.
The Company named Patrick McGeeney Acting Chairman of the Board of Directors. Mr. McGeeney has
been a member of the Board of Directors since November 2005 and also serves as Chairman of the
Company's Audit Committee. From May 2005 to present, he has served as the CEO of MBI Financial,
Inc. From 2001 to 2005, Mr. McGeeney served as CEO of Availent Financial, the parent owner of
Availent Mortgage (AM), which was a ten state mortgage operation that specialized in mortgage joint
venture for real estate agencies and homebuilders. Prior to Availent, Mr. McGeeney was with REALTEC
Real Estate Corporation where he served as COO. REALTEC was
a pioneer real estate franchise that developed the concept of providing real estate agencies the
opportunity to participate in the joint venture mortgage operations requirements for this endeavor.
Mr. McGeeney started this operation and developed its national program into 12 states with regional
sales operations. Mr. McGeeney graduated from Southern Methodist University and did graduate work
at Our Lady of the Lake University in San Antonio, Texas. He currently serves on the Associate
Board of the SMU Cox School of Business in Dallas, Texas.
Item 8.01 Other Events
On February 23, 2009, the Company was served a lawsuit by its former restructuring firm, Alvarez &
Marsal Public Sector Services, LLC (A&M) alleging the Company's refusal of payment of agreed-upon
legal fees. The suit alleges A&M is owed approximately $605,000 in unpaid fees. The Company has not
yet answered the lawsuit but intends to vigorously defend itself with respect to this matter.
FORWARD LOOKING STATEMENTS
This Current Report on Form 8-K contains forward-looking statements made pursuant to the safe
harbor provisions of the Private Securities Litigation Reform Act of 1995 under Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as
amended.
Forward-looking statements include statements with respect to our beliefs, plans, objectives,
goals, expectations, anticipations, assumptions, estimates, intentions, and future performance, and
involve known and unknown risks, uncertainties and other factors, which may be beyond our control,
and which may cause our actual results, performance or achievements to be materially different from
future results, performance or achievements expressed or implied by such forward-looking
statements. All statements other than statements of historical fact are statements that could be
forward-looking statements. You can identify these forward-looking statements through our use of
words such as "may," "will," "can" "anticipate," "assume," "should," "indicate," "would,"
"believe," "contemplate," "expect," "seek," "estimate," "continue," "plan," "point to," "project,"
"predict," "could," "intend," "target," "potential," and other similar words and expressions of the
future. Forward-looking statements may not be realized due to a variety of factors, including,
without limitation, future economic, competitive and market conditions, regulatory framework, and
future business decisions, and the other factors referenced in our Annual Report on Form 10-K for
the year ended December 31, 2006, which contains a list of specific risk factors that could cause
actual results to differ materially from those indicated by our forward-looking statements made in
this Current Report on Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
4.4
Partnership Interest Purchase Agreement between NBM Enterprises
L.L.C., Jeffrey M. Mattich and Home Solutions of America, Inc. dated
September 1, 2008 which is filed pursuant to Item 1.01
4.5
Stock Purchase Agreement between David M. Baccari and Home Solutions
of America, Inc. dated September 30, 2008 which is filed pursuant to
Item 1.01
4.6
Form of Warrant between William Edwards and Home Solutions of America,
Inc. dated January 26, 2009 which is filed pursuant to Item 1.01
4.7
Deed of Trust and Security Agreement between PW Stephens
Environmental, Inc. and Home Solutions of America, Inc. dated March
31, 2009 which is filed pursuant to Item 1.01
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.
Home Solutions of America, Inc.
By:
/s/ V. Chase McCrea III
V. Chase McCrea III
Interim — Chief Financial Officer
Dated: April 13, 2009
Exhibit Index
4.4
Partnership Interest Purchase Agreement between NBM Enterprises
L.L.C., Jeffrey M. Mattich and Home Solutions of America, Inc. dated
September 1, 2008 which is filed pursuant to Item 1.01
4.5
Stock Purchase Agreement between David M. Baccari and Home Solutions
of America, Inc. dated September 30, 2008 which is filed pursuant to
Item 1.01
4.6
Form of Warrant between William Edwards and Home Solutions of America,
Inc. dated January 26, 2009 which is filed pursuant to Item 1.01
4.7
Deed of Trust and Security Agreement between PW Stephens
Environmental, Inc. and Home Solutions of America, Inc. dated March
31, 2009 which is filed pursuant to Item 1.01