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 27, 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)
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On December 27, 2002, pursuant to a Stock Purchase Agreement dated
November 1, 2002, Home Solutions of America, Inc. (formerly Nextgen
Communications Corporation), a Delaware corporation (the "Company"), completed
the acquisition of 100% of the outstanding capital stock (the "Stock Purchase")
of P.W. Stephens, Inc., a California corporation. P.W. Stephens, based in
Huntington Beach, California, provides residential services, including indoor
airborne contaminant removal, throughout the western United States.
The individual who was the sole shareholder of P.W. Stephens prior to
the Stock Purchase (the "Seller") received the following considering in the
Stock Purchase: (i) cash or cash equivalents in the amount of $1,000,000, (ii)
four promissory notes issued by the Company in the aggregate original principal
amount of $9,144,100, (iii) the assignment of four promissory notes issued to
the Company in the aggregate principal amount of $1,175,000, (iv) the
cancellation of a promissory note with a principal balance of approximately
$1,300,000 that had been issued to the Company by an affiliate of the Seller,
and (v) a warrant to purchase 293,412 shares of the common stock of the Company
at a purchase price of $.01 per share, which expires on November 15, 2007. The
Company and the Seller are currently negotiating certain indemnification matters
resulting from the Stock Purchase and collateral to be provided for one of the
promissory notes issued by the Company to the Seller.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) It is impractical to furnish the required financial statements at this
time. The financial statements will be filed under cover of Form 8-K/A on or
before March 12, 2003.
(b) It is impractical to furnish the required pro forma financial
information at this time. The requisite pro forma financial information will be
filed under cover of Form 8-K/A on or before March 12, 2003.
(c) Exhibits:
2.1 Stock Purchase Agreement dated November 1, 2002, by and
between Nextgen Communications Corporation and Jane C. Barber.
2.2 Promissory Note dated November 1, 2002, in the original
principal amount of $1,500,000, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.3 Promissory Note dated November 1, 2002, in the original
principal amount of $1,000,000, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.4 Promissory Note dated November 1, 2002, in the original
principal amount of $1,444,100, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.5 Secured Promissory Note dated November 1, 2002, in the
original principal amount of $5,200,000, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.6 Assignment of Promissory Notes, dated November 1, 2002, by and
between Nextgen Communications Corporation and Jane C. Barber.
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 17, 2003 By: /s/ R. ANDREW WHITE
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R. Andrew White
Chief Financial Officer
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
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2.1 Stock Purchase Agreement dated November 1, 2002, by and
between Nextgen Communications Corporation and Jane C. Barber.
2.2 Promissory Note dated November 1, 2002, in the original
principal amount of $1,500,000, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.3 Promissory Note dated November 1, 2002, in the original
principal amount of $1,000,000, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.4 Promissory Note dated November 1, 2002, in the original
principal amount of $1,444,100, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.5 Secured Promissory Note dated November 1, 2002, in the
original principal amount of $5,200,000, issued by Nextgen
Communications Corporation to Jane C. Barber.
2.6 Assignment of Promissory Notes, dated November 1, 2002, by and
between Nextgen Communications Corporation and Jane C. Barber.