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<title>HSOA Form 8-K by www.edgar2.com</title>



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<p class=MsoNormal align=center style='text-align:center'><b><font size="5">UNITED STATES<br>
SECURITIES AND EXCHANGE COMMISSION
</font><font size="4"> <br>
</font>Washington</b><b>,
 D.C.</b><b>&nbsp; 20549</b></p>



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



<h3 align="center">FORM 8-K</h3>

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



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



<p class=MsoNormal align=center style='text-align:center'><font size="2">Date of Report (date of earliest event reported):&nbsp;
</font> <b><font size="2">September
8, 2006</font></b></p>



<p class=MsoNormal align=center style='text-align:center'><b><font size="5">Home Solutions of America, Inc.<br>
</font></b><font size="2">(Exact Name of Registrant as Specified in its Charter)</font></p>
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<font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Delaware&nbsp;&nbsp;</font></b></p>

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		<td align="center"><b><font size="2">001-31711</font></b></td>
		<td align="center" width="340"><b><font size="2">&nbsp;99-0273889</font></b></td>
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<font size="2">(State or other jurisdiction&nbsp;&nbsp;&nbsp;</font></p>

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		<td align="center"><font size="2">(Commission File Number)</font></td>
		<td align="center" width="340"><font size="2">&nbsp;(IRS Employer
		Identification No.)</font></td>
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<p class=MsoNormal>
<font size="2">of incorporation)</font></p>



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<p align="center"><b>1500 Dragon Street, Suite 1500, Dallas, Texas 75207<br>
</b><font size="2">(Address of Principal Executive Offices)<b> </b>(Zip Code)</font></p>
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<p class=MsoNormal><font size="2">Registrant's Telephone
Number, Including Area Code:</font><b><font size="2"> &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;
</font></b></p>



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			<td><b> <font size="2">(214) 623-8446</font></b></td>
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<p class=MsoNormal 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; </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 or address, if changed since last report</p>



<p class=MsoNormal>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 class=MsoNormal style="margin-top: 0; margin-bottom: 0.001pt"><font size="2">[&nbsp;&nbsp; ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</font></p>

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0.001pt"><font size="2">[&nbsp;&nbsp; ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</font></p>

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

<p class=MsoNormal style="margin-top: 0; margin-bottom: 0.001pt"><font size="2">[&nbsp;&nbsp; ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</font></p>
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<p class=MsoNormal style="margin-top: 0; margin-bottom: 0.001pt">&nbsp;</p>



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<p class=MsoNormal><b><font size="2">Item
1.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Entry into a Material Definitive Agreement.</font></b></p>



<p class=MsoNormal><i><font size="2">Entry
into Amended and&nbsp; Restated Employment Agreements for Chief Executive Officer,
Chief Operations Officer and Chief Financial Officer</font></i></p>



<p class=MsoNormal style='text-align:justify;text-indent:36.0pt'><font size="2">On September 8, 2006, Home
Solutions of America, Inc., a Delaware corporation (&quot;Home Solutions&quot; or the
&quot;Company&quot;), entered into amended and restated employment agreements (collectively,
the &quot;Employment Agreements&quot;) with Frank J. Fradella, its Chief Executive
Officer, Rick J. O'Brien, its Chief Operating Officer and President, and
Jeffrey M. Mattich, its Senior Vice President and Chief Financial Officer
(collectively, the &quot;Executives&quot;).&nbsp; The terms of the Employment Agreements,
which are identical in substance other than the compensation payable to each
Executive under his respective Employment Agreement, were approved by the
Compensation Committee and the independent members of the Board of Directors of
Home Solutions (the &quot;Independent Board Members&quot;).&nbsp; Under the Employment
Agreements, the Executives will continue to serve in their current positions
with Home Solutions.&nbsp; Each Employment Agreement will end on December 31, 2007
unless it is earlier terminated pursuant to its provisions.&nbsp; Certain material
terms of the Employment Agreements are described below.&nbsp; The Employment
Agreements are attached to this Current Report on Form 8-K as Exhibits 10.1,
10.2 and 10.3, respectively.</font></p>



<p class=MsoNormal style='text-align:justify'><u><font size="2">Compensation</font></u></p>



<p class=MsoNormal style='text-align:justify; text-indent:36pt'><font size="2">The Employment Agreements provide
for Messers. Fradella, O'Brien and Mattich to receive annual base salaries of $350,000.00,
$250,000.00 and $190,000.00, respectively, in each of fiscal years 2006 and
2007.&nbsp; During the employment period, the Executives and their dependents are eligible
to participate in Home Solutions'<b> </b>employee benefit plans that are in
effect from time to time, under the terms of such plans.&nbsp; The Executives
are entitled to reimbursement for reasonable business expenses incurred by them
in the performance of their duties.</font></p>



<p class=MsoNormal style='text-align:justify; text-indent:36pt'><font size="2">For performance in each of fiscal
years 2006 and 2007, the Executives may be awarded annual cash and/or
equity-based bonuses (&quot;Bonuses&quot;) and annual equity-based long term incentive
compensation (&quot;LTI&quot;), provided that the objective performance criteria established
by the Compensation Committee and the Independent Board Members has been
achieved for the subject fiscal year.&nbsp; All Bonuses and LTI awards are performance-based,
discretionary, and dependent upon the approval of the Compensation Committee
and the Independent Board Members.&nbsp; For the Executives to be eligible for Bonuses
and/or LTI awards, Home Solutions must meet or exceed the objective
performance criteria percentages established by the Compensation Committee and
the Independent Board Members for such awards.&nbsp; Objective performance criteria,
which is based on the Company's actual performance and confirmed by the audited
financial statements for the subject fiscal year, includes revenues, income,
aggregate indebtedness, stockholders' equity, and similar performance measures.&nbsp;
</font>
</p>



<p class=MsoNormal style='text-align:justify;text-indent:36.0pt'><font size="2">In determining whether
to grant Bonuses and/or LTI awards to an Executive, and the amount of any such award,
the Compensation Committee and the Independent Board Members&nbsp; may also consider subjective criteria that they deem material to the
performance of the Executive.&nbsp; Any Bonuses and LTI awarded to the Executives
for performance in a fiscal year will be paid or granted to the Executives in
the following fiscal year, after completion of the audited financial
statements.&nbsp; </font> </p>





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<p class=MsoNormal style='text-align:justify'><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Compensation&nbsp; Committee and the
Independent Board Members have also established compensation plans for each of
the Executives, which set forth the maximum amount of salary, Bonus and LTI that
each Executive is expected to receive for his performance in fiscal years 2006 and
2007, assuming that all objective performance criteria are fully achieved and
the Executive achieves the maximum Bonus and LTI available for a subject fiscal
year.&nbsp; Under the compensation plans, the expected maximum annual compensation is
$1,487,500.00 for Mr. Fradella, $687,500.00 for Mr. O'Brien, and $427,500.00
for Mr. Mattich.&nbsp; Assuming the objective performance criteria are achieved for
a fiscal year, the Compensation Committee and the Independent Board Members have
the discretion to determine the amount of Bonus and/or LTI to be granted to the
Executives, which may be less or more than the maximum amount of Bonus or LTI set
forth in the compensation plans.&nbsp; The compensation plans do not provide for
Bonuses or LTI to be awarded to the Executives if the objective performance
criteria for those awards are not met in the subject fiscal year. </font> </p>



<p class=BodyText1><u><font size="2">Termination
and Severance</font></u></p>



<p class=MsoNormal style='text-align:justify'><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The employment of any of the Executives
may be terminated by Home Solutions, with or without &quot;cause&quot;.&nbsp;
Termination of an Executive's employment for cause includes such matters as the
Executive's material and persistent failure to perform his duties, the
Executive's material violation of the Employment Agreement, appropriation of
material business opportunities, theft, embezzlement,&nbsp; fraud,&nbsp; gross negligence materially
injurious to the Company or its subsidiaries, and the conviction of a felony or
other crime for which imprisonment is a punishment.&nbsp; Additionally, each
Executive may terminate his employment with Home Solutions with or without &quot;good
reason&quot;.&nbsp; Termination of employment by the Executive for good reason includes the
reduction of&nbsp; the Executive's base salary, the demotion of the Executive, a material breach of
the Employment Agreement by the Company without timely cure of such breach, the
assignment of responsibilities or duties that are substantially different than
the Executive's current duties, the relocation of the Executive, the material
impairment of the Executive's opportunity to earn Bonus or LTI, or the Company's
assignment of the Employment Agreement to a successor that fails to assume the
Company's obligations under the Employment Agreement.&nbsp; The Executive's
employment also terminates upon the Executive's death or disability.&nbsp;
</font> </p>



<p class=MsoNormal style='text-align:justify'><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
If an Executive terminates his employment for good reason, or an Executive's
employment is terminated by Home Solutions without cause or within one year
following a change of control of the Company, the Executive is entitled to a severance payment.
&nbsp;The payments to be made to the Executives following each of the &nbsp;termination
events described above are set forth below:</font></p>



<p class=MsoNormal style='text-align:justify'><i><u><font size="2">Termination by Home Solutions for cause
or termination by the Executive without good reason</font></u></i><font size="2">:&nbsp; In the event the
Executive is terminated by Home Solutions for cause or the Executive
terminates his employment without
good reason, the Executive is entitled to receive only his base salary through
the date of termination.&nbsp; </font> </p>



<p class=MsoNormal style='text-align:justify'><i><u><font size="2">Termination by Home Solutions without
cause
or termination by the Executive for good reason</font></u></i><font size="2">:&nbsp; In the event the
Executive is terminated by Home Solutions without cause or the Executive
terminates his employment for
good reason, the Executive is entitled to receive (i) his base salary through December
31, 2007, (ii) any Bonus and LTI earned during the year of termination based on
the Executive's performance in the year of termination, determined on a
pro-rata basis based on the number of days worked during the year of
termination, (iii) a severance payment in an amount not to exceed the aggregate
compensation earned by the Executive for the fiscal year immediately preceding
the year of his termination, proportionately based on the number of days the
Executive was employed during the period from January 1, 2006 through December
31, 2007 divided by 730, and (iv)&nbsp; up to twelve months of health benefits,
ending upon the date the Executive becomes eligible for other health benefits.&nbsp;
In addition, any unvested equity-based compensation becomes immediately vested
upon the termination event.</font></p>



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<p class=MsoNormal style='text-align:justify'><i><u><font size="2">Termination due to the Executive's
death
or disability</font></u></i><font size="2">:&nbsp;
In the event the Executive's employment is terminated due to his death or
disability, the Executive (or his heirs or estate) is entitled to receive (i)
his base salary for twelve months following the date of termination, (ii) any Bonus
and LTI earned during the year of termination, determined on a pro-rata basis
based on the number of days worked during the year of his termination, and (iii)
in the event of the Executive's disability, up to twelve months of health
benefits, ending upon the date the Executive becomes eligible for other health
benefits. In addition, any unvested equity-based compensation becomes
immediately vested upon the termination event.</font></p>



<p class=MsoNormal style='text-align:justify'><i><u><font size="2">Termination by Home Solutions due to a
change in control of the Company</font></u></i><font size="2">:&nbsp;
In the event the Executive is terminated by Home Solutions within one year after
a change in control of the Company, the Executive is entitled to receive (i) his base salary
through the date of termination, (ii) a severance payment equal to two times' the
aggregate compensation earned by the Executive for the fiscal year immediately
preceding the year of termination, and (iii)&nbsp; up to two years of health
benefits, ending upon the date the Executive becomes eligible for other health
benefits.&nbsp; In addition, any unvested equity-based compensation becomes
immediately vested upon the termination event.</font></p>



<p class=MsoNormal style='text-align:justify'><u><font size="2">Confidential Information / Noncompetition
Agreements</font></u></p>



<p class=MsoNormal style='text-align:justify;text-indent:36.0pt'><font size="2">Pursuant to the Employment
Agreements, the Executives agree not to disclose the Company's confidential
information, except in limited circumstances where disclosure is necessary or
appropriate.&nbsp; Each Executive also agrees not to compete with Home Solutions or
its subsidiaries, solicit their customers, employees and vendors, or interfere
with their business relationships, during their employment with Home Solutions
and for the two year period following the termination of employment in any
state or province where the Executive provided services to Home Solutions.</font></p>



<p class=BodyText1><u><font size="2">Equity-based
Compensation</font></u></p>



<p class=BodyText1 align="justify" style="text-indent: 36pt"><font size="2">It
is anticipated that any equity-based Bonus or LTI granted to the Executives
will be in the form of restricted stock purchase rights, which shall be issued
under the Company's 2001 Stock Plan, as amended, or another plan adopted by the
Company's&nbsp; Board of Directors and approved by the stockholders.&nbsp; Any such
restricted stock purchase rights granted to the Executives are anticipated to be
issued pursuant to Restricted Stock Purchase Agreements entered into between
the&nbsp; Company and each of the Executives.&nbsp; LTI awards are anticipated to vest monthly over
thirty-six months.&nbsp; However, the Compensation Committee and the Independent
Board Members retain the discretion to issue whatever form(s) of equity-based
compensation as they determine are appropriate to satisfy Bonus and LTI awards,
and to determine the vesting and other conditions of the equity-based
compensation, if any, as they determine are appropriate under the circumstances.&nbsp;
</font>
</p>



<p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'><b>
<font size="2">Item 9.01&nbsp;&nbsp;&nbsp;&nbsp;Financial
Statements and Exhibits.</font></b></p>

<p class=MsoNormal style='text-align:justify;text-indent:36.0pt;text-autospace:
ideograph-numeric ideograph-other'><b><font size="2">(D)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Exhibits.</font></b></p>



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  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Exhibit 10.1</font></p>
  </td>
  <td width=616 valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt'>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Frank J. Fradella dated September 8, 2006</font></p>
  </td>
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  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Exhibit 10.2</font></p>
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  <td width=616 valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt'>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Rick J. O'Brien dated September 8, 2006</font></p>
  </td>
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	<font size="2">Exhibit 10.3</font></p>
  </td>
  <td width=616 valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt'>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Amended and Restated Employment Agreement between
  Home Solutions of America, Inc. and Jeffrey M. Mattich dated September 8,
  2006</font></p>
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<p align="center"><font size="2">4</font></p>



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<font size="2">SIGNATURES</font></p>



<p class=MsoNormal style='text-align:justify;line-height:12.0pt; text-indent:36pt'>
<font size="2">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.</font></p>



<p class=MsoNormal style='text-align:justify;line-height:12.0pt'><font size="2">&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;</font></p>
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			<td valign="top">&nbsp;</td>
			<td colspan="2" valign="top"><font size="2">HOME SOLUTIONS OF
			AMERICA, INC.</font></td>
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<p class=MsoNormal style='text-align:justify;line-height:12.0pt'><font size="2">&nbsp;
</font></p>





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<p class=MsoNormal style='text-align:justify;line-height:12.0pt'><font size="2">
Date:&nbsp;&nbsp;&nbsp; September 14, 2006&nbsp;&nbsp;&nbsp;&nbsp; <br>
&nbsp;</font></p></td>
			<td valign="top">&nbsp;</td>
			<td valign="top"><font size="2">By: </font> <u><font size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; <i>/s/ Jeffrey
M. Mattich</i>&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;
			</font> </u><font size="2"><br>
			Jeffrey M. Mattich <br>
			Senior Vice President and Chief Financial Officer</font></td>
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<p>&nbsp;</p>
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<p align="center"><font size="2">5</font></p>



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<p class=MsoNormal align=center style='text-align:center'><b><font size="2">Exhibit Index</font></b></p>
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  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Exhibit 10.1</font></p>
  </td>
  <td width=616 valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt'>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Frank J. Fradella dated September 8, 2006</font></p>
  </td>
 </tr>
 <tr>
  <td valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt' nowrap>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Exhibit 10.2</font></p>
  </td>
  <td width=616 valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt'>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Rick J. O'Brien dated September 8, 2006</font></p>
  </td>
 </tr>
 <tr>
  <td valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt' nowrap>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Exhibit 10.3</font></p>
  </td>
  <td width=616 valign=top style='padding-left:5.4pt; padding-right:5.4pt; padding-top:0pt; padding-bottom:0pt'>
  <p class=MsoNormal style='text-align:justify;text-autospace:ideograph-numeric ideograph-other'>
	<font size="2">Amended and Restated Employment Agreement between
  Home Solutions of America, Inc. and Jeffrey M. Mattich dated September 8,
  2006</font></p>
  </td>
 </tr>
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HSOA 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
8, 2006
Home Solutions of America, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware
001-31711
99-0273889
(State or other jurisdiction
(Commission File Number)
(IRS Employer
		Identification No.)
of incorporation)
1500 Dragon Street, Suite 1500, Dallas, Texas 75207
(Address of Principal Executive Offices)
(Zip Code)
Registrant's Telephone
Number, Including Area Code:
(214) 623-8446
Not Applicable
Former name or 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))
1
Item
1.01        Entry into a Material Definitive Agreement.
Entry
into Amended and  Restated Employment Agreements for Chief Executive Officer,
Chief Operations Officer and Chief Financial Officer
On September 8, 2006, Home
Solutions of America, Inc., a Delaware corporation ("Home Solutions" or the
"Company"), entered into amended and restated employment agreements (collectively,
the "Employment Agreements") with Frank J. Fradella, its Chief Executive
Officer, Rick J. O'Brien, its Chief Operating Officer and President, and
Jeffrey M. Mattich, its Senior Vice President and Chief Financial Officer
(collectively, the "Executives").  The terms of the Employment Agreements,
which are identical in substance other than the compensation payable to each
Executive under his respective Employment Agreement, were approved by the
Compensation Committee and the independent members of the Board of Directors of
Home Solutions (the "Independent Board Members").  Under the Employment
Agreements, the Executives will continue to serve in their current positions
with Home Solutions.  Each Employment Agreement will end on December 31, 2007
unless it is earlier terminated pursuant to its provisions.  Certain material
terms of the Employment Agreements are described below.  The Employment
Agreements are attached to this Current Report on Form 8-K as Exhibits 10.1,
10.2 and 10.3, respectively.
Compensation
The Employment Agreements provide
for Messers. Fradella, O'Brien and Mattich to receive annual base salaries of $350,000.00,
$250,000.00 and $190,000.00, respectively, in each of fiscal years 2006 and
2007.  During the employment period, the Executives and their dependents are eligible
to participate in Home Solutions'
employee benefit plans that are in
effect from time to time, under the terms of such plans.  The Executives
are entitled to reimbursement for reasonable business expenses incurred by them
in the performance of their duties.
For performance in each of fiscal
years 2006 and 2007, the Executives may be awarded annual cash and/or
equity-based bonuses ("Bonuses") and annual equity-based long term incentive
compensation ("LTI"), provided that the objective performance criteria established
by the Compensation Committee and the Independent Board Members has been
achieved for the subject fiscal year.  All Bonuses and LTI awards are performance-based,
discretionary, and dependent upon the approval of the Compensation Committee
and the Independent Board Members.  For the Executives to be eligible for Bonuses
and/or LTI awards, Home Solutions must meet or exceed the objective
performance criteria percentages established by the Compensation Committee and
the Independent Board Members for such awards.  Objective performance criteria,
which is based on the Company's actual performance and confirmed by the audited
financial statements for the subject fiscal year, includes revenues, income,
aggregate indebtedness, stockholders' equity, and similar performance measures.
In determining whether
to grant Bonuses and/or LTI awards to an Executive, and the amount of any such award,
the Compensation Committee and the Independent Board Members  may also consider subjective criteria that they deem material to the
performance of the Executive.  Any Bonuses and LTI awarded to the Executives
for performance in a fiscal year will be paid or granted to the Executives in
the following fiscal year, after completion of the audited financial
statements.
2
The Compensation  Committee and the
Independent Board Members have also established compensation plans for each of
the Executives, which set forth the maximum amount of salary, Bonus and LTI that
each Executive is expected to receive for his performance in fiscal years 2006 and
2007, assuming that all objective performance criteria are fully achieved and
the Executive achieves the maximum Bonus and LTI available for a subject fiscal
year.  Under the compensation plans, the expected maximum annual compensation is
$1,487,500.00 for Mr. Fradella, $687,500.00 for Mr. O'Brien, and $427,500.00
for Mr. Mattich.  Assuming the objective performance criteria are achieved for
a fiscal year, the Compensation Committee and the Independent Board Members have
the discretion to determine the amount of Bonus and/or LTI to be granted to the
Executives, which may be less or more than the maximum amount of Bonus or LTI set
forth in the compensation plans.  The compensation plans do not provide for
Bonuses or LTI to be awarded to the Executives if the objective performance
criteria for those awards are not met in the subject fiscal year.
Termination
and Severance
The employment of any of the Executives
may be terminated by Home Solutions, with or without "cause". 
Termination of an Executive's employment for cause includes such matters as the
Executive's material and persistent failure to perform his duties, the
Executive's material violation of the Employment Agreement, appropriation of
material business opportunities, theft, embezzlement,  fraud,  gross negligence materially
injurious to the Company or its subsidiaries, and the conviction of a felony or
other crime for which imprisonment is a punishment.  Additionally, each
Executive may terminate his employment with Home Solutions with or without "good
reason".  Termination of employment by the Executive for good reason includes the
reduction of  the Executive's base salary, the demotion of the Executive, a material breach of
the Employment Agreement by the Company without timely cure of such breach, the
assignment of responsibilities or duties that are substantially different than
the Executive's current duties, the relocation of the Executive, the material
impairment of the Executive's opportunity to earn Bonus or LTI, or the Company's
assignment of the Employment Agreement to a successor that fails to assume the
Company's obligations under the Employment Agreement.  The Executive's
employment also terminates upon the Executive's death or disability.
If an Executive terminates his employment for good reason, or an Executive's
employment is terminated by Home Solutions without cause or within one year
following a change of control of the Company, the Executive is entitled to a severance payment.
 The payments to be made to the Executives following each of the  termination
events described above are set forth below:
Termination by Home Solutions for cause
or termination by the Executive without good reason
:  In the event the
Executive is terminated by Home Solutions for cause or the Executive
terminates his employment without
good reason, the Executive is entitled to receive only his base salary through
the date of termination.
Termination by Home Solutions without
cause
or termination by the Executive for good reason
:  In the event the
Executive is terminated by Home Solutions without cause or the Executive
terminates his employment for
good reason, the Executive is entitled to receive (i) his base salary through December
31, 2007, (ii) any Bonus and LTI earned during the year of termination based on
the Executive's performance in the year of termination, determined on a
pro-rata basis based on the number of days worked during the year of
termination, (iii) a severance payment in an amount not to exceed the aggregate
compensation earned by the Executive for the fiscal year immediately preceding
the year of his termination, proportionately based on the number of days the
Executive was employed during the period from January 1, 2006 through December
31, 2007 divided by 730, and (iv)  up to twelve months of health benefits,
ending upon the date the Executive becomes eligible for other health benefits. 
In addition, any unvested equity-based compensation becomes immediately vested
upon the termination event.
3
Termination due to the Executive's
death
or disability
: 
In the event the Executive's employment is terminated due to his death or
disability, the Executive (or his heirs or estate) is entitled to receive (i)
his base salary for twelve months following the date of termination, (ii) any Bonus
and LTI earned during the year of termination, determined on a pro-rata basis
based on the number of days worked during the year of his termination, and (iii)
in the event of the Executive's disability, up to twelve months of health
benefits, ending upon the date the Executive becomes eligible for other health
benefits. In addition, any unvested equity-based compensation becomes
immediately vested upon the termination event.
Termination by Home Solutions due to a
change in control of the Company
: 
In the event the Executive is terminated by Home Solutions within one year after
a change in control of the Company, the Executive is entitled to receive (i) his base salary
through the date of termination, (ii) a severance payment equal to two times' the
aggregate compensation earned by the Executive for the fiscal year immediately
preceding the year of termination, and (iii)  up to two years of health
benefits, ending upon the date the Executive becomes eligible for other health
benefits.  In addition, any unvested equity-based compensation becomes
immediately vested upon the termination event.
Confidential Information / Noncompetition
Agreements
Pursuant to the Employment
Agreements, the Executives agree not to disclose the Company's confidential
information, except in limited circumstances where disclosure is necessary or
appropriate.  Each Executive also agrees not to compete with Home Solutions or
its subsidiaries, solicit their customers, employees and vendors, or interfere
with their business relationships, during their employment with Home Solutions
and for the two year period following the termination of employment in any
state or province where the Executive provided services to Home Solutions.
Equity-based
Compensation
It
is anticipated that any equity-based Bonus or LTI granted to the Executives
will be in the form of restricted stock purchase rights, which shall be issued
under the Company's 2001 Stock Plan, as amended, or another plan adopted by the
Company's  Board of Directors and approved by the stockholders.  Any such
restricted stock purchase rights granted to the Executives are anticipated to be
issued pursuant to Restricted Stock Purchase Agreements entered into between
the  Company and each of the Executives.  LTI awards are anticipated to vest monthly over
thirty-six months.  However, the Compensation Committee and the Independent
Board Members retain the discretion to issue whatever form(s) of equity-based
compensation as they determine are appropriate to satisfy Bonus and LTI awards,
and to determine the vesting and other conditions of the equity-based
compensation, if any, as they determine are appropriate under the circumstances.
Item 9.01    Financial
Statements and Exhibits.
(D)       Exhibits.
Exhibit 10.1
Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Frank J. Fradella dated September 8, 2006
Exhibit 10.2
Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Rick J. O'Brien dated September 8, 2006
Exhibit 10.3
Amended and Restated Employment Agreement between
  Home Solutions of America, Inc. and Jeffrey M. Mattich dated September 8,
  2006
4
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 14, 2006
By:
/s/ Jeffrey
M. Mattich
Jeffrey M. Mattich
Senior Vice President and Chief Financial Officer
5
Exhibit Index
Exhibit 10.1
Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Frank J. Fradella dated September 8, 2006
Exhibit 10.2
Amended and Restated Employment Agreement between Home
  Solutions of America, Inc. and Rick J. O'Brien dated September 8, 2006
Exhibit 10.3
Amended and Restated Employment Agreement between
  Home Solutions of America, Inc. and Jeffrey M. Mattich dated September 8,
  2006
6