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<title>Home Solutions of America Form 8-K by www.edgar2.com</title>



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<p align=center style='text-align:center'><b>&nbsp;</b></p>

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<p align=center style='text-align:center'><b><font size="5">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION <br>
Washington</font></b><font size="5"><b>,
 D.C.</b></font><b><font size="5">&nbsp; 20549</font></b></p>



<p align=center style='text-align:center'><b>______________________</b></p>



<p align="center"><b><font size="5">FORM 8-K</font></b></p>

<p align=center style='text-align:center'><b><font size="4">CURRENT REPORT <br>
</font>Pursuant to Section 13 or 15(d) of the<br>
Securities Exchange Act of 1934</b></p>



<p align=center style='text-align:center'><b>______________________</b></p>





<p align=center style='text-align:center'>Date of Report (date of earliest event reported):&nbsp; <b>September 27, 2005</b></p>



<p align=center style='text-align:center'><b><font size="5">Home Solutions of America, Inc.<br>
</font></b>(Exact Name of Registrant as Specified in its Charter)</p>



<p align=center style='text-align:center'><b>______________________________________________________________________________</b></p>



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<p style='margin-left:144.0pt;text-indent:-144.0pt' align="left"><b>Delaware</b></p>
		</td>
		<td width="31%" align="center"><b>&nbsp;0-22388</b></td>
		<td width="32%" align="center"><b>99-0273889</b></td>
	</tr>
	<tr>
		<td width="34%" align="center">

<p style='margin-top:0pt;margin-right:-27.0pt;margin-bottom:
0pt;margin-left:108.0pt;margin-bottom:.0001pt;text-indent:-108.0pt' align="left">
(State of Incorporation)</p></td>
		<td width="31%" align="center">(Commission File Number)</td>
		<td width="32%" align="center">&nbsp;(IRS Employer Identification No.)</td>
	</tr>
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		<td width="34%">&nbsp;</td>
		<td width="31%">&nbsp;</td>
		<td width="32%">&nbsp;</td>
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	<tr>
		<td colspan="3" align="center"><b>5565 Red Bird Center Drive, Suite 180, Dallas, Texas 75237</b></td>
	</tr>
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		<td colspan="3" align="center">

<p align=center style='text-align:center'><b><i>(</i></b>Address of Principal Executive Offices<b><i>)</i></b></p>



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<p>Registrant's Telephone
Number, Including Area Code:<b> &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (214) 623-8446</b></p>



<p align=center style='text-align:center'><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </u><b><u>Not Applicable&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>
</u></b>Former name of address, if changed since last report</p>



<p>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:</p>



<p style="margin-top: 0; margin-bottom: 0.001pt">[&nbsp;&nbsp; ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</p>

<p style="margin-top: 0; margin-bottom: 0.001pt">[&nbsp;&nbsp; ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</p>

<p style="margin-top: 0; margin-bottom: 0.001pt">[&nbsp;&nbsp; ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))</p>

<p style="margin-top: 0; margin-bottom: 0.001pt">[&nbsp;&nbsp; ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</p>



<p>&nbsp;</p>



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<p style='text-align:justify'><b>Item 1.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Entry
into a Material Definitive Agreement.&nbsp; </b></p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On September 27,
2005, Home Solutions of America, Inc., a Delaware corporation (&quot;Home Solutions&quot;)
and its wholly-owned subsidiary, Home Solutions Restoration of Louisiana, Inc.,
a Louisiana corporation (&quot;HSR ofLouisiana&quot;) entered into an Asset Purchase Agreement
(the &quot;Purchase Agreement&quot;) with Florida Environmental Remediation Services,
Inc., a Florida corporation (&quot;FERS&quot;) and its shareholders, pursuant to which
HSR of Louisiana agreed to acquire substantially all of the assets of FERS, a
restoration company operating in Florida, Louisiana and Mississippi, and to
assume the liabilities associated with the acquired assets.&nbsp; The aggregate
purchase price for the assets is $16 million, consisting of (i) an $11 million
nonrecourse promissory note issued by HSR of Louisiana (the &quot;Note&quot;) and (ii) a
warrant issuable by Home Solutions exercisable for 1,053,632 shares (the
&quot;Shares&quot;) of Home Solutions' restricted common stock, par value $.001 per share
(the &quot;Common Stock&quot;), which becomes exercisable only upon the occurrence of
certain events described in the Purchase Agreement, at an exercise price of
$.001 per share (the &quot;Exercise Price&quot;).&nbsp; Additionally, under the Purchase
Agreement, FERS may earn additional compensation in cash or Common Stock, at
the option of HSR of Louisiana, in an amount equal to ten percent (10%) of the
excess, if any, of HSR of Louisiana's EBITDA related to the acquired assets that
exceeds $15 million in each of fiscal years 2006 and 2007.&nbsp; </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Note is
payable in two installments of $6 million and $5 million, respectively, plus
accrued interest thereon, the first of which is due November 26, 2005, and the second of which is due January 26, 2006.&nbsp; If HSA of Louisiana fails to pay
the Note in whole or in part, FERS' sole remedy is to unwind the transaction by
returning the Note, all cash paid to FERS under the Note, and the Warrant to HSA
of Louisiana, whereupon HSA of Louisiana is obligated to promptly unwind the
transaction and return the assets to FERS.&nbsp; The interest rate on the Note is
five percent (5%) per annum.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Warrant
becomes exercisable only if during the period from September 27, 2005 to September 27, 2006, HSA of Louisiana either (i) meets or exceeds $20 million in gross
billings related to the acquired assets, or (ii) meets or exceeds $8 million in
EBITDA related to the acquired assets.&nbsp; If HSA of Louisiana meets either of
these goals, then the Warrant shall be exercisable from the date the goal is
met, as determined by HSA of Louisiana and confirmed by its independent public
accountants, until December 31, 2006.&nbsp; If HSA of Louisiana fails to meet at
least one of these goals, then the Warrant will not become exercisable and
instead, becomes void and of no force or effect.&nbsp; The Exercise Price for the
Warrant is subject to adjustment if Home Solutions subdivides its outstanding
shares of Common Stock into a greater number of shares, in which case the Exercise
Price in effect immediately prior to such subdivision shall be proportionately
reduced, or if Home Solutions combines its shares of Common Stock into a
smaller number of shares, in which case the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.&nbsp; </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection
with the issuance of the Warrant, Home Solutions agreed to use its best efforts
to cause the Common Stock issuable upon exercise of the Warrant to be
registered under the Securities Act of 1933, as amended (the &quot;Securities Act&quot;) by
September 27, 2006, subject to the right of the Board of Directors to determine
the type of registration under which the Shares would be registered and to
delay any such registration from time to time for ninety (90) days upon notice
to FERS that the Board of Directors has determined that it is in the best
interest of Home Solutions to delay such registration.&nbsp; </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; In connection
with the acquisition, on September 27, 2005, HSA of Louisiana entered into a
three year employment agreement (the &quot;Employment Agreement&quot;) with Fernando
Nava, the former President and Chief Executive Officer of FERS, who resigned
from his employment and board and officer positions with FERS on that same
date.&nbsp; Pursuant to the Employment Agreement, Mr. Nava's annual salary is
$208,000.&nbsp; Additionally, Mr. Nava may receive bonuses at such times and in such
amounts as is determined by the Board of Directors of HSA of Louisiana.&nbsp; Mr.
Nava agreed not to complete with HSA of Louisiana or its related companies for
a period of 3 years after the termination of his employment relationship with
HSA of Louisiana. </p>



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<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under the
Employment Agreement, the employment of Mr. Nava may be terminated at any time
by HSA of Louisiana, with cause or without cause. &nbsp;Mr. Nava may resign his
position with HSA of Louisiana upon thirty days' prior written notice to HSA of
Louisiana for any reason. &nbsp;If employment is terminated by HSA of Louisiana for
cause, or by Mr. Nava without good reason, in such case, Mr. Nava shall receive
his base salary through the date of termination. &nbsp;If employment is terminated
by HSA of Louisiana without cause, or by Mr. Nava for good reason, then Mr.
Nava shall receive a termination payment equal to his current base salary for
the remainder of the term. &nbsp;</p>

<p style='text-align:justify'><b>Item 2.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Completion
of Acquisition or Disposition of Assets.&nbsp;&nbsp;&nbsp; </b></p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On September 27, 2005, HSA of Louisiana completed the acquisition of substantially all the
assets of FERS pursuant to the Purchase Agreement. Please see the disclosures
regarding the Purchase Agreement and the transactions contemplated thereby in
Item 1.01 above, which is hereby incorporated into this Item 2.01 by reference.</p>



<p style='text-align:justify'><b>Item 3.02.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Unregistered
Sales of Equity Securities.&nbsp; </b></p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On September 27, 2005, Home Solutions issued to FERS, a Warrant exercisable for 1,053,632 shares
of Common Stock, which becomes exercisable only if HSA of Louisiana achieves
certain financial goals described in the Purchase Agreement.&nbsp; The issuance of
the Warrant was exempt from the registration requirements of the Securities Act
under the exemption provided by Section 4(2) thereunder.&nbsp; Please see the
disclosures regarding the Purchase Agreement and the transactions contemplated
thereby in Item 1.01 above, which is hereby incorporated into this Item 3.02 by
reference.</p>



<p style='text-align:justify'><b>Item 7.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Regulation
FD Disclosure.</b></p>



<p style='text-align:justify;text-indent:36.0pt'>On September 29, 2005, Home Solutions issued a press release reporting that on September 27, 2005, HSR of Louisiana acquired substantially all of the assets of FERS
pursuant to the Purchase Agreement among Home Solutions, HSR of Louisiana,
FERS, and the shareholders of FERS, which was entered into on September 27, 2005.&nbsp; A copy of the September 29 press release, attached hereto as Exhibit
99.1, is being furnished pursuant to Regulation FD and is incorporated by
reference herein.</p>



<p style='text-align:justify;line-height:12.0pt'><u>Limitation on Incorporation by Reference:</u>&nbsp; In accordance with general instruction B.2 of
Form 8-K, the information in this Item 7.01 shall not be deemed to be &quot;filed&quot;
for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liability of that section.</p>



<p><b>Item 9.01.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial Statements and
Exhibits.</b></p>



<p><b>(A)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial Statements of business acquired.</b></p>

<p style='text-align:justify'>In accordance with Item 9.04(a),
financial statements required by this Item, if any, will be filed by an
amendment to this initial report on Form 8-K as soon as practicable, but in no
event later than 71 days after this initial report on Form 8-K is required to
be filed.</p>

<p><b>(B)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Proforma financial information.</b></p>



<p style='text-align:justify'>In accordance with Item 9.04(b), pro
forma information &nbsp;required by this Item, if any, will be filed by an amendment
to this initial report on Form 8-K as soon as practicable, but in no event
later than 71 days after this initial report on Form 8-K is required to be
filed.</p>



<p style='margin-left:0pt;text-indent:0pt'><b>(C)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</b><b>Shell company transactions</b>.&nbsp; Not Applicable.</p>

<p style='margin-left:0pt;text-indent:0pt'><b>(D)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
</b><b>Exhibits.</b></p>

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		<tr>
			<td valign="top">4.01</td>
			<td width="651" valign="top">

<p style='text-align:justify;page-break-after:avoid'>Asset Purchase Agreement among
Home Solutions of America, Inc., Home Solutions Restoration of Louisiana, Inc.,
Florida Environmental Remediation Services, Inc., Fernando Nava and Mike D. Lane dated September 27, 2005.</p>



			</td>
		</tr>
		<tr>
			<td valign="top">4.02</td>
			<td width="651" valign="top">



<p style='text-align:justify;page-break-after:avoid'>Promissory Note dated September 27, 2005 in the principal amount of $11,000,000.00, issued by Home Restoration
Services of Louisiana, Inc. to Florida Environmental Restoration Services, Inc.</p>



			</td>
		</tr>
		<tr>
			<td valign="top">4.03</td>
			<td width="651" valign="top">



<p style='text-align:justify;page-break-after:avoid'>Warrant Certificate dated September 27, 2005, issued by Home Solutions of America, Inc. to Florida Environmental
Restoration Services, Inc.</p>



			</td>
		</tr>
		<tr>
			<td valign="top">99.1</td>
			<td width="651" valign="top">Press Release dated September 29, 2005.</td>
		</tr>
	</table>
</div>











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<p align=center style='text-align:center'><b>SIGNATURES</b></p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; 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 hereunto duly
authorized.</p>



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			<td width="380">&nbsp;</td>
			<td>Home
Solutions of America, Inc.</td>
		</tr>
		<tr>
			<td width="380">&nbsp;</td>
			<td>&nbsp;</td>
		</tr>
		<tr>
			<td width="380">&nbsp;</td>
			<td>&nbsp;</td>
		</tr>
		<tr>
			<td width="380">&nbsp;</td>
			<td>&nbsp;</td>
		</tr>
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			<td width="380" valign="top">







<p style='margin-left:216.0pt;text-indent:-216.0pt'>Date:&nbsp; September 29,
2005</p>











			</td>
			<td valign="top">By:&nbsp; <i><u>&nbsp;&nbsp;&nbsp;&nbsp;/s/
Rick J. O'Brien&nbsp;&nbsp; </u></i><u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
<br>
</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&nbsp; Rick J. O'Brien<br>
&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:&nbsp; Chief Financial Officer&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
			</td>
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<p>&nbsp;</p>
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<p>&nbsp;</p>
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<p align=center style='text-align:center'><b><u>Exhibit Index</u></b></p>



<p style='page-break-after:avoid'><b>&nbsp;</b></p>

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	<table border="0" width="740" id="table2" cellspacing="3" cellpadding="3">
		<tr>
			<td valign="top">4.01</td>
			<td width="651" valign="top">

<p style='text-align:justify;page-break-after:avoid'>Asset Purchase Agreement among
Home Solutions of America, Inc., Home Solutions Restoration of Louisiana, Inc.,
Florida Environmental Remediation Services, Inc., Fernando Nava and Mike D. Lane dated September 27, 2005.</p>



			</td>
		</tr>
		<tr>
			<td valign="top">4.02</td>
			<td width="651" valign="top">



<p style='text-align:justify;page-break-after:avoid'>Promissory Note dated September 27, 2005 in the principal amount of $11,000,000.00, issued by Home Restoration
Services of Louisiana, Inc. to Florida Environmental Restoration Services, Inc.</p>



			</td>
		</tr>
		<tr>
			<td valign="top">4.03</td>
			<td width="651" valign="top">



<p style='text-align:justify;page-break-after:avoid'>Warrant Certificate dated September 27, 2005, issued by Home Solutions of America, Inc. to Florida Environmental
Restoration Services, Inc.</p>



			</td>
		</tr>
		<tr>
			<td valign="top">99.1</td>
			<td width="651" valign="top">Press Release dated September 29, 2005.</td>
		</tr>
	</table>
</div>
<p>&nbsp;</p>
<p>&nbsp;</p>
<p>&nbsp;</p>
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<p>&nbsp;</p>













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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": "051109872"}, "business-address": {"street1": "5565 RED BIRD CENTER DRIVE, SUITE 150", "street2": "-", "city": "DALLAS", "state": "TX", "zip": "75237", "phone": "2146238446"}, "mail-address": {"street1": "5565 RED BIRD CENTER DRIVE, SUITE 150", "street2": "-", "city": "DALLAS", "state": "TX", "zip": "75237"}, "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"}]}
Home Solutions of America Form 8-K by www.edgar2.com
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 27, 2005
Home Solutions of America, Inc.
(Exact Name of Registrant as Specified in its Charter)
______________________________________________________________________________
Delaware
0-22388
99-0273889
(State of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
5565 Red Bird Center Drive, Suite 180, Dallas, Texas 75237
(
Address of Principal Executive Offices
)
Registrant's Telephone
Number, Including Area Code:
(214) 623-8446
Not Applicable
Former name of 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:
[   ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
[   ] 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 Agreement.
On September 27,
2005, Home Solutions of America, Inc., a Delaware corporation ("Home Solutions")
and its wholly-owned subsidiary, Home Solutions Restoration of Louisiana, Inc.,
a Louisiana corporation ("HSR ofLouisiana") entered into an Asset Purchase Agreement
(the "Purchase Agreement") with Florida Environmental Remediation Services,
Inc., a Florida corporation ("FERS") and its shareholders, pursuant to which
HSR of Louisiana agreed to acquire substantially all of the assets of FERS, a
restoration company operating in Florida, Louisiana and Mississippi, and to
assume the liabilities associated with the acquired assets.  The aggregate
purchase price for the assets is $16 million, consisting of (i) an $11 million
nonrecourse promissory note issued by HSR of Louisiana (the "Note") and (ii) a
warrant issuable by Home Solutions exercisable for 1,053,632 shares (the
"Shares") of Home Solutions' restricted common stock, par value $.001 per share
(the "Common Stock"), which becomes exercisable only upon the occurrence of
certain events described in the Purchase Agreement, at an exercise price of
$.001 per share (the "Exercise Price").  Additionally, under the Purchase
Agreement, FERS may earn additional compensation in cash or Common Stock, at
the option of HSR of Louisiana, in an amount equal to ten percent (10%) of the
excess, if any, of HSR of Louisiana's EBITDA related to the acquired assets that
exceeds $15 million in each of fiscal years 2006 and 2007.
The Note is
payable in two installments of $6 million and $5 million, respectively, plus
accrued interest thereon, the first of which is due November 26, 2005, and the second of which is due January 26, 2006.  If HSA of Louisiana fails to pay
the Note in whole or in part, FERS' sole remedy is to unwind the transaction by
returning the Note, all cash paid to FERS under the Note, and the Warrant to HSA
of Louisiana, whereupon HSA of Louisiana is obligated to promptly unwind the
transaction and return the assets to FERS.  The interest rate on the Note is
five percent (5%) per annum.
The Warrant
becomes exercisable only if during the period from September 27, 2005 to September 27, 2006, HSA of Louisiana either (i) meets or exceeds $20 million in gross
billings related to the acquired assets, or (ii) meets or exceeds $8 million in
EBITDA related to the acquired assets.  If HSA of Louisiana meets either of
these goals, then the Warrant shall be exercisable from the date the goal is
met, as determined by HSA of Louisiana and confirmed by its independent public
accountants, until December 31, 2006.  If HSA of Louisiana fails to meet at
least one of these goals, then the Warrant will not become exercisable and
instead, becomes void and of no force or effect.  The Exercise Price for the
Warrant is subject to adjustment if Home Solutions subdivides its outstanding
shares of Common Stock into a greater number of shares, in which case the Exercise
Price in effect immediately prior to such subdivision shall be proportionately
reduced, or if Home Solutions combines its shares of Common Stock into a
smaller number of shares, in which case the Exercise Price in effect
immediately prior to such combination shall be proportionately increased.
In connection
with the issuance of the Warrant, Home Solutions agreed to use its best efforts
to cause the Common Stock issuable upon exercise of the Warrant to be
registered under the Securities Act of 1933, as amended (the "Securities Act") by
September 27, 2006, subject to the right of the Board of Directors to determine
the type of registration under which the Shares would be registered and to
delay any such registration from time to time for ninety (90) days upon notice
to FERS that the Board of Directors has determined that it is in the best
interest of Home Solutions to delay such registration.
In connection
with the acquisition, on September 27, 2005, HSA of Louisiana entered into a
three year employment agreement (the "Employment Agreement") with Fernando
Nava, the former President and Chief Executive Officer of FERS, who resigned
from his employment and board and officer positions with FERS on that same
date.  Pursuant to the Employment Agreement, Mr. Nava's annual salary is
$208,000.  Additionally, Mr. Nava may receive bonuses at such times and in such
amounts as is determined by the Board of Directors of HSA of Louisiana.  Mr.
Nava agreed not to complete with HSA of Louisiana or its related companies for
a period of 3 years after the termination of his employment relationship with
HSA of Louisiana.
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Under the
Employment Agreement, the employment of Mr. Nava may be terminated at any time
by HSA of Louisiana, with cause or without cause.  Mr. Nava may resign his
position with HSA of Louisiana upon thirty days' prior written notice to HSA of
Louisiana for any reason.  If employment is terminated by HSA of Louisiana for
cause, or by Mr. Nava without good reason, in such case, Mr. Nava shall receive
his base salary through the date of termination.  If employment is terminated
by HSA of Louisiana without cause, or by Mr. Nava for good reason, then Mr.
Nava shall receive a termination payment equal to his current base salary for
the remainder of the term.
Item 2.01.              Completion
of Acquisition or Disposition of Assets.
On September 27, 2005, HSA of Louisiana completed the acquisition of substantially all the
assets of FERS pursuant to the Purchase Agreement. Please see the disclosures
regarding the Purchase Agreement and the transactions contemplated thereby in
Item 1.01 above, which is hereby incorporated into this Item 2.01 by reference.
Item 3.02.              Unregistered
Sales of Equity Securities.
On September 27, 2005, Home Solutions issued to FERS, a Warrant exercisable for 1,053,632 shares
of Common Stock, which becomes exercisable only if HSA of Louisiana achieves
certain financial goals described in the Purchase Agreement.  The issuance of
the Warrant was exempt from the registration requirements of the Securities Act
under the exemption provided by Section 4(2) thereunder.  Please see the
disclosures regarding the Purchase Agreement and the transactions contemplated
thereby in Item 1.01 above, which is hereby incorporated into this Item 3.02 by
reference.
Item 7.01.              Regulation
FD Disclosure.
On September 29, 2005, Home Solutions issued a press release reporting that on September 27, 2005, HSR of Louisiana acquired substantially all of the assets of FERS
pursuant to the Purchase Agreement among Home Solutions, HSR of Louisiana,
FERS, and the shareholders of FERS, which was entered into on September 27, 2005.  A copy of the September 29 press release, attached hereto as Exhibit
99.1, is being furnished pursuant to Regulation FD and is incorporated by
reference herein.
Limitation on Incorporation by Reference:
In accordance with general instruction B.2 of
Form 8-K, the information in this Item 7.01 shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934 or
otherwise subject to the liability of that section.
Item 9.01.              Financial Statements and
Exhibits.
(A)          Financial Statements of business acquired.
In accordance with Item 9.04(a),
financial statements required by this Item, if any, will be filed by an
amendment to this initial report on Form 8-K as soon as practicable, but in no
event later than 71 days after this initial report on Form 8-K is required to
be filed.
(B)          Proforma financial information.
In accordance with Item 9.04(b), pro
forma information  required by this Item, if any, will be filed by an amendment
to this initial report on Form 8-K as soon as practicable, but in no event
later than 71 days after this initial report on Form 8-K is required to be
filed.
(C)
Shell company transactions
.  Not Applicable.
(D)
Exhibits.
4.01
Asset Purchase Agreement among
Home Solutions of America, Inc., Home Solutions Restoration of Louisiana, Inc.,
Florida Environmental Remediation Services, Inc., Fernando Nava and Mike D. Lane dated September 27, 2005.
4.02
Promissory Note dated September 27, 2005 in the principal amount of $11,000,000.00, issued by Home Restoration
Services of Louisiana, Inc. to Florida Environmental Restoration Services, Inc.
4.03
Warrant Certificate dated September 27, 2005, issued by Home Solutions of America, Inc. to Florida Environmental
Restoration Services, Inc.
99.1
Press Release dated September 29, 2005.
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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 hereunto duly
authorized.
Home
Solutions of America, Inc.
Date:  September 29,
2005
By:
/s/
Rick J. O'Brien
Name:  Rick J. O'Brien
Title:  Chief Financial Officer
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Exhibit Index
4.01
Asset Purchase Agreement among
Home Solutions of America, Inc., Home Solutions Restoration of Louisiana, Inc.,
Florida Environmental Remediation Services, Inc., Fernando Nava and Mike D. Lane dated September 27, 2005.
4.02
Promissory Note dated September 27, 2005 in the principal amount of $11,000,000.00, issued by Home Restoration
Services of Louisiana, Inc. to Florida Environmental Restoration Services, Inc.
4.03
Warrant Certificate dated September 27, 2005, issued by Home Solutions of America, Inc. to Florida Environmental
Restoration Services, Inc.
99.1
Press Release dated September 29, 2005.
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