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



<p align=center style='text-align:center'><b><font size="5">______________________</font></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>
Pursuant to Section 13 or 15(d) of the<br>
Securities Exchange Act of 1934</font></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>August
17, 2006</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>



<p><b>&nbsp;</b></p>

<div align="left">
	<table border="0" width="100%" id="table1">
		<tr>
			<td align="center"><b>Delaware</b></td>
			<td width="321" align="center">

<p style='margin-left:144.0pt;text-indent:-144.0pt'><b>001-31711</b></p></td>
			<td width="444" align="center"><b>99-0273889</b></td>
		</tr>
		<tr>
			<td align="center">(State or other jurisdiction</td>
			<td width="321" 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'>(Commission
File Number)&nbsp;&nbsp;&nbsp;&nbsp; </p>

			</td>
			<td width="444" align="center">&nbsp;(IRS Employer Identification
			No.)</td>
		</tr>
		<tr>
			<td align="center">

<p>of incorporation)</p>



			</td>
			<td width="321" align="center">&nbsp;</td>
			<td width="444" align="center">&nbsp;</td>
		</tr>
	</table>
</div>



<p align="center"><b>1500 Dragon Street, Suite 1500, Dallas, Texas 75207<br>
</b>(Address of Principal Executive Offices)<b> </b>(Zip Code)</p>
<p align="center">&nbsp;</p>



<p>Registrant's Telephone
Number, Including Area Code:<b> &nbsp;&nbsp;&nbsp;(214) 623-8446</b></p>
<p>&nbsp;</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 or 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>[&nbsp;&nbsp; ] Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)</p>

<p>[&nbsp;&nbsp; ] Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)</p>

<p>[&nbsp;&nbsp; ] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))</p>

<p>[&nbsp;&nbsp; ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))</p>



<p 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;&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;&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u></p>



<hr color="#000080"><br clear=all
style='page-break-before:always'>




<p style='text-align:justify'><b>ITEM 5.02&nbsp; ELECTION OF
DIRECTORS; DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF
PRINCIPAL OFFICERS.&nbsp; </b></p>

<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; On August 17, 2006,
the board of directors (the &quot;Board&quot;) of Home Solutions of America, Inc., a
Delaware corporation (&quot;Home Solutions&quot;) acted to increase the number of the members
of the Board from five (5) members to six (6) members, and to appoint Brian
Marshall as a member of the Board to fill the newly created vacant Board seat,
effective immediately.&nbsp; Mr. Marshall is the President of Fireline Restoration,
Inc., a Florida corporation and a wholly-owned subsidiary of Home Solutions (&quot;Fireline&quot;),
which was acquired by Home Solutions effective July 1, 2006, pursuant to a Stock
Purchase Agreement dated July 31, 2006 among Home Solutions, Fireline and
Mr.&nbsp;Marshall (the &quot;Purchase Agreement&quot;).</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The purchase
price paid to Mr. Marshall for the Fireline stock consisted of (i) $11,450,000
in cash, (ii) a $21,650,000 unsecured promissory note issued by Home Solutions
(the &quot;Note&quot;), and (iii) 4,000,000 shares (the &quot;Shares&quot;) of Home Solutions'
common stock.&nbsp; Mr. Marshall continues to serve as the President of Fireline
pursuant to the terms of an employment agreement entered into among Mr.
Marshall, Fireline and Home Solutions (the &quot;Employment Agreement&quot;).&nbsp; Home
Solutions also paid Mr. Marshall $50,000 in consideration of
Mr.&nbsp;Marshall's agreement not to compete with Home Solutions and its
subsidiaries, subject to certain exceptions contained in the Purchase Agreement
and the Employment Agreement.&nbsp; </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Mr. Marshall's
appointment to the Board was contemplated by the Purchase Agreement, which
required Home Solutions to appoint Mr. Marshall (or another representative of
Fireline acceptable to the Board) to the Board.&nbsp; Pursuant to the Purchase
Agreement, Home Solutions has agreed to cause Mr. Marshall (or his
representative) to be nominated to serve on the Board for one additional term
after his initial appointment; provided, that Home Solutions has no obligation
to appoint Mr. Marshall (or his representative) to its Board or nominate such
person to serve for an additional Board term, if such appointment or nomination
would cause Home Solutions to violate applicable Securities and Exchange
Commission (&quot;SEC&quot;) or Nasdaq requirements, if Mr. Marshall is no longer
employed by Fireline or owns less than 50% of the Shares, or if Mr. Marshall
(or the Fireline representative) commits an act of fraud, theft, embezzlement,
or crime of moral turpitude. </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The Fireline
acquisition, which closed on July 31, 2006, and the Purchase Agreement, the
Note and the Employment Agreement have an effective date of July 1, 2006,
pursuant to the agreement of the parties.&nbsp; The Purchase Agreement contains
various representations, warranties, covenants and agreements, and indemnity
obligations of the parties.&nbsp; </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Payments of
accrued interest on the outstanding balance of the Note are due on the first
day of the month commencing on September 1, 2006.&nbsp; Interest on the outstanding
balance of the Note accrues and compounds monthly at the prime rate of interest
(as quoted in <i>The Wall Street Journal</i> from time to time) from July 1,
2006 until November
17, 2006.&nbsp; The Note is payable on November 17, 2006; however, if the Note is
not paid in full by that date, the interest rate increases to 12% and the
maturity date of the Note automatically extends to January 31, 2007.&nbsp; If
certain designated outstanding accounts receivable due to Fireline are
collected in whole or in part while the Note is outstanding, Home Solutions
must make a payment on the Note equal to the amount collected within five
business days after receipt of the collected amount.&nbsp; An event of default
occurs under the Note if Home Solutions fails to cause Mr. Marshall to be
removed from a personal guaranty of certain indebtedness owed by Fireline to
its lender under a loan agreement on or before November 17, 2006, or if Home
Solutions fails to pay any amount when due under the Note and such failure
continues for ten days thereafter, unless payment is automatically abated under
the terms of the Note due to the pending resolution of a dispute among the
parties.&nbsp; </p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Under the
Purchase Agreement, Mr. Marshall agrees to pay monthly interest to Home
Solutions on the uncollected balance of certain Fireline receivables (net of
bad debt reserve) if such receivables are not collected on or before January
31, 2007, at a rate equal to the prime rate of interest (as quoted in <i>The
Wall Street Journal</i> from time to time) if the Note is outstanding, or at a
rate equal to 12% if the Note is paid in full.&nbsp; Mr. Marshall further agrees to
pay any outstanding balance of such receivables (net of bad debt reserve) to
Home Solutions on or before June 30, 2007.</p>
<p style='text-align:justify'>&nbsp;</p>
<p style='text-align:justify'>&nbsp;</p>
<p style='text-align:center'>2</p>



<hr color="#000080"><br clear=all
style='page-break-before:always'>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the
terms of the Employment Agreement, Mr. Marshall is employed by Fireline as its
President for an initial three year term, which may be extended by Mr. Marshall
for two additional one year terms.&nbsp; Mr. Marshall's annual salary is $300,000
for fiscal years 2006 and 2007, subject to increase for future years.&nbsp; Pursuant
to the terms of the Employment Agreement, the Fireline employees (including Mr.
Marshall) are entitled to an annual aggregate bonus equal to 5% of Fireline's earnings before interest, taxes,
depreciation and amortization in a given year, which amount shall be allocated
among Mr. Marshall and the Fireline employees as determined by Mr. Marshall.&nbsp;
The Employment Agreement further provides that Mr. Marshall is entitled to
receive reimbursement of business expenses, employee benefits, a vehicle
allowance of up to $1,500 per month plus operation and maintenance costs and
expenses, and a rental allowance of up to $13,200 per month.&nbsp; The Employment
Agreement may be terminated by Mr. Marshall for good reason or by Fireline
without cause, in which case Mr. Marshall is entitled to receive his salary and
benefits through the remainder of the employment term.&nbsp; The Employment
Agreement may be terminated by Mr. Marshall without good reason or by Fireline
with cause, in which case Mr. Marshall is entitled to receive his salary
through the date of termination.&nbsp; Mr. Marshall agrees not to compete with Home
Solutions or its subsidiaries for a period of two years following the date of
his termination of employment unless he is terminated by Fireline without cause
or he terminates his employment for good reason, in which case, the
noncompetition covenants automatically terminate.</p>



<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant to the
Purchase Agreement, on August 14, 2006, Home Solutions filed a registration
statement with the SEC registering the Shares for resale under the Securities
Act of 1933, as amended.&nbsp; If the Shares are not registered within 150 days
following the date the registration statement is filed with the SEC, Home
Solutions must pay Mr. Marshall monthly interest on the value of the
unregistered Shares, based on the thirty-day trailing average of the closing
price of the Home Solutions' common stock at the prime rate of interest (as
quoted in <i>The Wall Street Journal</i> from time to time).</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 of Fireline, Home Solutions obtained the consent of its
lender, Texas Capital Bank (&quot;TCB&quot;), which consent was required pursuant to the
terms of the loan agreement between Home Solutions and TCB pursuant to which
Home Solutions obtained a $10,000,000 line of credit from TCB in March 2006
(the &quot;TCB Line of Credit&quot;).&nbsp; In connection with obtaining TCB's consent, Home
Solutions agreed to pay TCB a $15,000 fee and agreed to cause Mr. Marshall to
execute a subordination agreement, pursuant to which the Note shall be subordinated
to Home Solutions' obligations to TCB, on or before October&nbsp;15, 2006.&nbsp; </p>

<p style='text-align:justify'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The obligations
of Fireline continue in full force and effect after the acquisition.&nbsp; Certain
of these obligations include indebtedness owed by Fireline to its lender under
a loan agreement that is personally guaranteed by Mr. Marshall, a personal
property lease for an aircraft owned indirectly by Mr. Marshall that may be
terminated by Fireline, the lease of Fireline's office headquarters indirectly
owned by Mr. Marshall, and various vehicle, equipment, personal property and
real property leases.&nbsp; Mr. Marshall agreed to continue to guarantee the
indebtedness owed by Fireline to its lender until November 17, 2006, and Home
Solutions agreed to cause Mr. Marshall to be removed from his personal guaranty
of such indebtedness by that date, unless the loan obligations have terminated.</p>



<p style='text-align:justify;page-break-after:avoid'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Pursuant
to the Purchase Agreement, Home Solutions has agreed to grant stock options
under Home Solutions' stock plans to certain key employees of Fireline (other
than Mr. Marshall), upon such terms and conditions as are determined by Home
Solutions, but not to exceed options exercisable for an aggregate of 300,000
shares of Home Solutions' common stock.</p>



<p style='text-align:justify;page-break-after:avoid'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; The
Purchase Agreement, the Note and the Employment Agreement are attached to the
Current Report on Form 8-K filed with the SEC by Home Solutions on August 4,
2006, as exhibits 2.01, 10.01 and 10.02, respectively.</p>

<p style='text-align:justify;text-indent:36.0pt'>On
August 15, 2006, Mr. Marshall furnished $4,984,800 in cash to a financial
institution to fund a letter of credit in the same amount, to support the
issuance of a construction bond for the benefit of Home Solutions.&nbsp; The bond is
required in connection with a project to be performed by a subsidiary of Home
Solutions in the New Orleans, Louisiana area.&nbsp; In consideration of the issuance
of the letter of credit, Home Solutions agreed to pay Mr.&nbsp;Marshall the
following fees: (i) $49,848 for each 60-day period during which the letter of credit
is outstanding, and (ii) a monthly fee equal to $41,540 for each month that the
letter of credit is outstanding.&nbsp; Furthermore, Home Solutions agreed to
indemnify Mr. Marshall for any amounts drawn under the letter of credit and for
certain fees and expenses related to the agreement and the letter of credit.</p>
<p style='text-align:justify;text-indent:36.0pt'>&nbsp;</p>
<p style='text-align:center;'>3</p>



<hr color="#000080"><br clear=all
style='page-break-before:always'>


<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>



<p>&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;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>
<div align="left">
	<table border="0" width="100%" id="table2">
		<tr>
			<td>&nbsp;</td>
			<td width="674">Home Solutions of America, Inc.</td>
		</tr>
		<tr>
			<td>&nbsp;</td>
			<td width="674">&nbsp; </td>
		</tr>
		<tr>
			<td>&nbsp;</td>
			<td width="674">&nbsp; </td>
		</tr>
		<tr>
			<td>Date:&nbsp; August 23, 2006 </td>
			<td width="674">







<p>By:&nbsp; <i><u>&nbsp;&nbsp;&nbsp;&nbsp;/s/
Jeffrey M. Mattich&nbsp;&nbsp; </u></i><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; </u></p>

			</td>
		</tr>
		<tr>
			<td>&nbsp;</td>
			<td width="674">

<p>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Name:&nbsp; Jeffrey M. Mattich</p>

			</td>
		</tr>
		<tr>
			<td>&nbsp;</td>
			<td width="674">

<p align=center style='text-align:left'>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Title:&nbsp; Chief Financial Officer</p>











			</td>
		</tr>
	</table>
</div>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">&nbsp;</p>
<p align="center">4</p>











</body>

</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": "0406"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-31711", "film-number": "061051481"}, "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"}]}
Prepared by E-Services - 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):
August
17, 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))
ITEM 5.02  ELECTION OF
DIRECTORS; DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; APPOINTMENT OF
PRINCIPAL OFFICERS.
On August 17, 2006,
the board of directors (the "Board") of Home Solutions of America, Inc., a
Delaware corporation ("Home Solutions") acted to increase the number of the members
of the Board from five (5) members to six (6) members, and to appoint Brian
Marshall as a member of the Board to fill the newly created vacant Board seat,
effective immediately.  Mr. Marshall is the President of Fireline Restoration,
Inc., a Florida corporation and a wholly-owned subsidiary of Home Solutions ("Fireline"),
which was acquired by Home Solutions effective July 1, 2006, pursuant to a Stock
Purchase Agreement dated July 31, 2006 among Home Solutions, Fireline and
Mr. Marshall (the "Purchase Agreement").
The purchase
price paid to Mr. Marshall for the Fireline stock consisted of (i) $11,450,000
in cash, (ii) a $21,650,000 unsecured promissory note issued by Home Solutions
(the "Note"), and (iii) 4,000,000 shares (the "Shares") of Home Solutions'
common stock.  Mr. Marshall continues to serve as the President of Fireline
pursuant to the terms of an employment agreement entered into among Mr.
Marshall, Fireline and Home Solutions (the "Employment Agreement").  Home
Solutions also paid Mr. Marshall $50,000 in consideration of
Mr. Marshall's agreement not to compete with Home Solutions and its
subsidiaries, subject to certain exceptions contained in the Purchase Agreement
and the Employment Agreement.
Mr. Marshall's
appointment to the Board was contemplated by the Purchase Agreement, which
required Home Solutions to appoint Mr. Marshall (or another representative of
Fireline acceptable to the Board) to the Board.  Pursuant to the Purchase
Agreement, Home Solutions has agreed to cause Mr. Marshall (or his
representative) to be nominated to serve on the Board for one additional term
after his initial appointment; provided, that Home Solutions has no obligation
to appoint Mr. Marshall (or his representative) to its Board or nominate such
person to serve for an additional Board term, if such appointment or nomination
would cause Home Solutions to violate applicable Securities and Exchange
Commission ("SEC") or Nasdaq requirements, if Mr. Marshall is no longer
employed by Fireline or owns less than 50% of the Shares, or if Mr. Marshall
(or the Fireline representative) commits an act of fraud, theft, embezzlement,
or crime of moral turpitude.
The Fireline
acquisition, which closed on July 31, 2006, and the Purchase Agreement, the
Note and the Employment Agreement have an effective date of July 1, 2006,
pursuant to the agreement of the parties.  The Purchase Agreement contains
various representations, warranties, covenants and agreements, and indemnity
obligations of the parties.
Payments of
accrued interest on the outstanding balance of the Note are due on the first
day of the month commencing on September 1, 2006.  Interest on the outstanding
balance of the Note accrues and compounds monthly at the prime rate of interest
(as quoted in
The Wall Street Journal
from time to time) from July 1,
2006 until November
17, 2006.  The Note is payable on November 17, 2006; however, if the Note is
not paid in full by that date, the interest rate increases to 12% and the
maturity date of the Note automatically extends to January 31, 2007.  If
certain designated outstanding accounts receivable due to Fireline are
collected in whole or in part while the Note is outstanding, Home Solutions
must make a payment on the Note equal to the amount collected within five
business days after receipt of the collected amount.  An event of default
occurs under the Note if Home Solutions fails to cause Mr. Marshall to be
removed from a personal guaranty of certain indebtedness owed by Fireline to
its lender under a loan agreement on or before November 17, 2006, or if Home
Solutions fails to pay any amount when due under the Note and such failure
continues for ten days thereafter, unless payment is automatically abated under
the terms of the Note due to the pending resolution of a dispute among the
parties.
Under the
Purchase Agreement, Mr. Marshall agrees to pay monthly interest to Home
Solutions on the uncollected balance of certain Fireline receivables (net of
bad debt reserve) if such receivables are not collected on or before January
31, 2007, at a rate equal to the prime rate of interest (as quoted in
The
Wall Street Journal
from time to time) if the Note is outstanding, or at a
rate equal to 12% if the Note is paid in full.  Mr. Marshall further agrees to
pay any outstanding balance of such receivables (net of bad debt reserve) to
Home Solutions on or before June 30, 2007.
2
Pursuant to the
terms of the Employment Agreement, Mr. Marshall is employed by Fireline as its
President for an initial three year term, which may be extended by Mr. Marshall
for two additional one year terms.  Mr. Marshall's annual salary is $300,000
for fiscal years 2006 and 2007, subject to increase for future years.  Pursuant
to the terms of the Employment Agreement, the Fireline employees (including Mr.
Marshall) are entitled to an annual aggregate bonus equal to 5% of Fireline's earnings before interest, taxes,
depreciation and amortization in a given year, which amount shall be allocated
among Mr. Marshall and the Fireline employees as determined by Mr. Marshall. 
The Employment Agreement further provides that Mr. Marshall is entitled to
receive reimbursement of business expenses, employee benefits, a vehicle
allowance of up to $1,500 per month plus operation and maintenance costs and
expenses, and a rental allowance of up to $13,200 per month.  The Employment
Agreement may be terminated by Mr. Marshall for good reason or by Fireline
without cause, in which case Mr. Marshall is entitled to receive his salary and
benefits through the remainder of the employment term.  The Employment
Agreement may be terminated by Mr. Marshall without good reason or by Fireline
with cause, in which case Mr. Marshall is entitled to receive his salary
through the date of termination.  Mr. Marshall agrees not to compete with Home
Solutions or its subsidiaries for a period of two years following the date of
his termination of employment unless he is terminated by Fireline without cause
or he terminates his employment for good reason, in which case, the
noncompetition covenants automatically terminate.
Pursuant to the
Purchase Agreement, on August 14, 2006, Home Solutions filed a registration
statement with the SEC registering the Shares for resale under the Securities
Act of 1933, as amended.  If the Shares are not registered within 150 days
following the date the registration statement is filed with the SEC, Home
Solutions must pay Mr. Marshall monthly interest on the value of the
unregistered Shares, based on the thirty-day trailing average of the closing
price of the Home Solutions' common stock at the prime rate of interest (as
quoted in
The Wall Street Journal
from time to time).
In connection
with the acquisition of Fireline, Home Solutions obtained the consent of its
lender, Texas Capital Bank ("TCB"), which consent was required pursuant to the
terms of the loan agreement between Home Solutions and TCB pursuant to which
Home Solutions obtained a $10,000,000 line of credit from TCB in March 2006
(the "TCB Line of Credit").  In connection with obtaining TCB's consent, Home
Solutions agreed to pay TCB a $15,000 fee and agreed to cause Mr. Marshall to
execute a subordination agreement, pursuant to which the Note shall be subordinated
to Home Solutions' obligations to TCB, on or before October 15, 2006.
The obligations
of Fireline continue in full force and effect after the acquisition.  Certain
of these obligations include indebtedness owed by Fireline to its lender under
a loan agreement that is personally guaranteed by Mr. Marshall, a personal
property lease for an aircraft owned indirectly by Mr. Marshall that may be
terminated by Fireline, the lease of Fireline's office headquarters indirectly
owned by Mr. Marshall, and various vehicle, equipment, personal property and
real property leases.  Mr. Marshall agreed to continue to guarantee the
indebtedness owed by Fireline to its lender until November 17, 2006, and Home
Solutions agreed to cause Mr. Marshall to be removed from his personal guaranty
of such indebtedness by that date, unless the loan obligations have terminated.
Pursuant
to the Purchase Agreement, Home Solutions has agreed to grant stock options
under Home Solutions' stock plans to certain key employees of Fireline (other
than Mr. Marshall), upon such terms and conditions as are determined by Home
Solutions, but not to exceed options exercisable for an aggregate of 300,000
shares of Home Solutions' common stock.
The
Purchase Agreement, the Note and the Employment Agreement are attached to the
Current Report on Form 8-K filed with the SEC by Home Solutions on August 4,
2006, as exhibits 2.01, 10.01 and 10.02, respectively.
On
August 15, 2006, Mr. Marshall furnished $4,984,800 in cash to a financial
institution to fund a letter of credit in the same amount, to support the
issuance of a construction bond for the benefit of Home Solutions.  The bond is
required in connection with a project to be performed by a subsidiary of Home
Solutions in the New Orleans, Louisiana area.  In consideration of the issuance
of the letter of credit, Home Solutions agreed to pay Mr. Marshall the
following fees: (i) $49,848 for each 60-day period during which the letter of credit
is outstanding, and (ii) a monthly fee equal to $41,540 for each month that the
letter of credit is outstanding.  Furthermore, Home Solutions agreed to
indemnify Mr. Marshall for any amounts drawn under the letter of credit and for
certain fees and expenses related to the agreement and the letter of credit.
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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:  August 23, 2006
By:
/s/
Jeffrey M. Mattich
Name:  Jeffrey M. Mattich
Title:  Chief Financial Officer
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