SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) December 31, 2002
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HOME SOLUTIONS OF AMERICA, INC.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
0-22388 99-0273889
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(Commission File Number) (IRS Employer Identification No.)
11850 Jones Road, Houston, Texas 77070
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(Address of Principal Executive Offices) (Zip Code)
(281) 970-9859
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(Registrant's Telephone Number, Including Area Code)
NEXTGEN COMMUNICATIONS CORPORATION
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On December 31, 2002, Merdinger, Fruchter, Rosen & Company, P.C. (the
"Former Auditor") informed Home Solutions of America, Inc. (formerly Nextgen
Communications Corporation--see Item 5. below) (the "Company") that it has
decided to cease auditing publicly traded companies, and has resigned as the
Company's principal accountants.
The Former Auditor's reports on the Company's financial statements for
the past two years ended December 31, 2001 and 2000 contained no adverse opinion
or disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
The Company's Board of Directors has approved the resignation of the
Former Auditor.
During the two most recent years ended December 31, 2001 and 2000, and
the subsequent interim period through the date of this report, there were no
disagreements with the Former Auditor on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the Former Auditor, would
have caused the Former Auditor to make reference thereto in their report on the
financial statements for such years.
During the two most recent years and the subsequent interim period
through the date of this report, there were no "reportable events" as defined by
Regulation S-B Item 304(a)(1)(iv).
(b) On January 2, 2003, the Company engaged Corbin & Co. (the "Successor
Auditor") as its principal accountants to audit its financial statements. The
Successor Auditor was selected as a result of the Company's recent entry into
the residential services industry, and the Successor Auditor's experience in
auditing residential service companies. The engagement of the Successor Auditor
was approved by the Board of Directors of the Company.
During the two most recent years and the subsequent interim period
through the date of this report, neither the Company, nor anyone on its behalf,
has consulted with the Successor Auditor regarding (i) either the application of
accounting principles to a specified transaction, either completed or proposed;
or the type of audit opinion that might be rendered on the Company's financial
statements: or (ii) any matter that was either the subject of a disagreement, as
that term is defined in Item 304(a)(2)(i) and (ii) of regulation S-B and the
related instructions to Item 304 of Regulation S-K, or a "reportable event", as
that term is defined in Item 304(a)(1) (iv) of Regulation S-B.
The Company provided the Former Auditor with a copy of the disclosure
made under this Item 4 of Form 8-K and has requested that the Former Auditor
furnish it with a letter, addressed to the Securities and Exchange Commission
(the "SEC"), stating whether or not it agrees with the above statements. A copy
of such letter, dated January 3, 2003, is filed as Exhibit 16.1 to this Form
8-K.
ITEM 5. OTHER EVENTS.
As previously reported in the Company's information statement on
Schedule 14C (filed with the SEC and mailed to the Company's stockholders on
December 2, 2002), on December 23, 2002, the Company filed a Certificate of
Amendment to its Certificate of Incorporation, thereby changing its name from
"Nextgen Communications Corporation" to "Home Solutions of America, Inc."
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit 16.1 Letter dated January 3, 2003, from Merdinger,
Fruchter, Rosen & Company, P.C. to the SEC regarding
change in certifying accountants.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOME SOLUTIONS OF AMERICA, INC.
Date: January 3, 2003 By: /s/ R. ANDREW WHITE
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R. Andrew White
Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter dated January 3, 2003, from Merdinger, Fruchter, Rosen
& Company, P.C. to the SEC regarding change in certifying
accountants.