UNITED STATES 
SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, DC 20549

FORM 10-KSB/A

(Mark One)

[x]
Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended December 31, 2003

[  ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from to

Commission file number 0-22388

HOME SOLUTIONS OF AMERICA, INC.(Name of Small Business Issuer in Its charter)Delaware
   
   99-0273889(State or Other Jurisdiction of
   
   (IRS EmployerIncorporation or Organization)
   
   Identification No.)5565 Red Bird Center Drive, Suite
     150, Dallas, Texas
   
   75237(Address of Principal Executive Offices)
   
   (Zip Code)


|(281) 970-9859                                                
|--------------------------------------------------------------
|(Issuer's Telephone Number, Including Area Code)              
|                                                              
|Securities registered under Section 12(b) of the Exchange Act:
|                                                              
|Title Of Each Class                                           
|Common
   Stock, Par Value $0.001 per share                   
|                                                              
|Securities registered under Section 12(g) of the Exchange Act:
|                                                              
|Common Stock, Par Value $.001 Per Share                       
|(Title of Class)                                              

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes	X  No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [   ]

State issuer's revenues for its most recent fiscal year. $13,996,485.

The aggregate market value of the
common stock of the registrant held by non-affiliates of the registrant (15,669,658 shares) on March 8, 2004, was approximately $26,638,419 based upon the closing sale price of the common stock ($1.70per share) as quoted on the American Stock Exchange on March 8, 2004. For purposes of this response, officers, directors and holders of 10% or more of the registrant's common stock are considered affiliates
of the registrant at that date.

The number of shares outstanding of the registrant's common stock, $.001 par value per share, as of March 8, 2004: 15,971,658 shares.

DOCUMENTS INCORPORATED BY REFERENCE

None

Transitional Small Business Disclosure Format: Yes No X

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HOME SOLUTIONS OF AMERICA, INC.FORM 10-KSB/ATable of ContentsPageItem
   
   NumberPART I1.
   Description of Business
   12.
   Description of Property
   43.
   Legal Proceedings
   44.
   Submission of Matters to a Vote of Security Holders
   4PART II5.
   Market for Common Equity and Related Stockholder Matters
   66.
   Management's Discussion and Analysis or Plan of Operation
   77.
   Financial Statements
   108.
   Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
   10


8A.
   Controls and Procedures
   
   11PART III9.
   Directors and Executive Officers of the Registrant
   1110.
   Executive Compensation
   
   1211.
   Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters1312.
   Certain Relationships and Related Transactions
   1513.
   Exhibits and Reports on Form 8-K
   
   1614.
   Principal Accountant Fees and Services
   20Signatures
   
   21Audited Consolidated Financial Statements
   
   F-i


PRELIMINARY NOTE:This Annual Report on Form 10-KSB/A contains forward-looking statements relating to our goals, beliefs, plans or current expectations and other statements
that are not historical facts. For example, when we use words such as "project,"
"believe," "anticipate," "plan," "expect," "estimate," "intend," "should,"
"would," "could" or "may," or other words that convey uncertainty of future events or outcome, we are making forward-looking statements. We refer you to the caption entitled
"Trends, Risks and Uncertainties"
in Item 6 of Part II for important factors that could cause actual results to differ materially from those indicated by our forward-looking statements made herein and presented elsewhere by management. Such forward-looking statements represent
management's current expectations and are inherently uncertain. We do not undertake any obligation to update forward-looking statements made by us.

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EXPLANATORY NOTE

This
Amendment No. 1 on Form 10-KSB/A to the Annual Report on Form 10-KSB of Home
Solutions of America, Inc. filed on April 29, 2004 with the Securities &
Exchange Commission is filed solely for purposes of the following:  (1)
including information that was to be incorporated by reference from our
definitive proxy statement pursuant to Regulation 14A of the Securities and
Exchange Act of 1934; and (2) reclassifying certain amounts in our audited
December 31, 2003 Consolidated Balance Sheet as reflected on page F-3 for
purchase price allocation adjustments, amending one sentence in our
"Management's Discussion and Analysis of Results of Operations and Financial
Condition" as reflected in Item 7 on page 9, revising one number in our
"Business Background" as reflected in Item 1 on page 4, and revising certain disclosures
on our Consolidated Statement of Cash Flows on page F-7 and Notes 1, 2 and 7 to
the audited financial statements as reflected on pages F-9, F-12, and F-17,
respectively, for corresponding changes.

The Company will not file its
proxy statement within 120 days of its fiscal year ended December 31, 2003 and
is therefore amending and restating in its entirety Items 9, 10, 11, 12, 13 and
14 of Part III of the Annual Report on pages 11 through 20.  On page F-3, the amount for the balance
sheet caption "Goodwill" was increased from $17,538 to $19,715, the amount for
the caption "Accounts payable and accrued expenses" was decreased from $3,572
to $3,459, a new caption "Payable to Seller" with a balance of $4,290 was
added, and the amount for the caption "Notes payable" was decreased from $2,653
to $653.  Corresponding amounts for subtotals and totals on page F-3 were
revised accordingly.  On page 9, the first sentence under the caption
"Liquidity and Capital Resources" was changed from "The Company's existing
capital resources as of December 31, 2003, consisted of cash and accounts
receivable totaling $7,279,000 compared to cash, and accounts receivable of
$3,935,000 as of December 31, 2002" to "The Company has a net working capital
deficit of $4,999,000 as of December 31, 2003."  On page 4, the total
amount paid for the acquisition of SE was changed from $12,151,000 to
$12,192,000.  On page F-7, the 2003 amount
for the caption "Issuance and assumption of notes payable in acquisitions" was
changed from $8,843 to $6,843, and a new caption "Accrual to seller in
acquisitions" with a 2003 balance of $4,290 and a 2002 balance of $0 was
added.  On page F-9 in the goodwill table, the amount for the caption "Goodwill
acquired during the year" for 2003 was revised from $10,388 to $12,565, with a
corresponding change to the amount for the total caption "Balance as of
December 31, 2003."  On page F-12 in the purchase price table, the amount for
the caption "Commissions, legal, accounting and other costs (including $931 of
stock and warrants committed to be issued and issued in February 2004)" was
changed from $1,682 to $1,724, and the caption "Acquisition payable (paid in
February 2004)" was revised to "Payable to seller (paid in February 2004),"
with a corresponding change to the amount for the total purchase price.  On
page F-12 in the purchase price allocation table, the amount for the caption
"Current liabilities" was revised from $(689) to $(534) and a new caption
"Payable to seller (cash and receivables distributed to seller prior to closing
in February 2004)" with a balance of $(2,290) was added, with a corresponding
change to the amount for the subtotal caption "Estimated fair value of tangible
net assets acquired," and the amount for the caption "Goodwill and other
intangible assets" was revised from $8,515 to $10,692, with a corresponding
change to the amount for the total purchase price allocated.  On page F-17 in
the short-term debt table, the caption "SE acquisition payable in full to
seller on February 6, 2004 at closing (see Note 2)" and corresponding amount
was deleted from the table, with a corresponding reduction in the amount for
the total short-term debt.

In addition, pursuant to Rule 13a-14(a) of
the Securities Exchange Act of 1934, we are including with this Amendment No. 1
certain currently dated certifications.  Except as described above, no
other amendments are being made to the Annual Report.  This form does not
reflect events occurring after the March 30, 2004 filing of our Annual Report or
modify or update the disclosure contained in the Annual Report in any way other
than as required to reflect the amendments discussed above and reflected below.

PART I

Item 1.     Description of Business.

Overview

Home Solutions of America, Inc. ("we,"
"us," "Home Solutions," or the "Company") is a Delaware corporation that was incorporated in 1998. Our growth
strategy is to become a leading provider of specialty residential services that protect the homeowner's single largest investment  their home. We seek a dominant market position through the acquisition of strategic, specialized,
profitable and well-managed residential service companies and through the above average internal growth of these operations. Home Solutions provides Restoration Services and Specialty Interior Services. These segments include services such as
cleaning and fabric protection, fire and water damage restoration, the remediation of indoor air contaminants, and cabinet/countertop installation. (See
"Trends, Risks and Uncertainties" in Part II, Item 6 below)

Growth Strategy

As part of its strategy announced in 2002, Home Solutions seeks to acquire or internally generate projects that focus on providing the specialty residential services to homeowners that are discussed below. In November
2002, we closed our first acquisition as part of this strategy, acquiring PW
Stephens, Inc. ("PWS"), a provider of indoor air contaminate removal services
for homeowners in California. In July 2003, we closed the acquisition of Fiber
Seal Systems, LP ("FSS"), a provider of cleaning and fabric protection services. In December 2003, we closed the acquisition of Southern Exposure Unlimited of Florida, Inc. and related companies ("SE"), a provider of cabinet and
countertop installation services.  We expect to continue our aggressive growth strategy with additional acquisitions.  (See
"Trends, Risks and Uncertainties" in Part II, Item 6 below). The following is a list of the specialty residential
services that we offer:

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Restoration Services

Cleaning and Fabric Protection:
Under the Fiber Seal brand name, we provide fabric protection services to protect furniture, carpet and draperies
from stains and daily wear through both Company-owned locations as well as over forty franchised locations.  This niche market is primarily targeted at above-average income homeowners with an average ticket of approximately $400. We provide our
customers with an annual fabric protection service agreement that allows them to have on-site spill clean up during the life of the agreement.  In addition, using well-tested methods of cleaning carpet, we offer maintenance and emergency response
services to our customer base to repair carpet damaged by common stains, pet dander, bacteria and dust. This procedure extends the life of the homeowners' carpets and makes the carpet look its finest.  Furthermore, Home Solutions provides air
duct cleaning services to its customer base.  Particulate (organic and inorganic) material within a home's heating and air conditioning systems and the transfer
air
ducts can cause allergic reactions and is often the breeding ground for many types of mold. It is expected that a portion of our cleaning operations will generate additional opportunities across our other business segments.

Indoor Air Contamination:Under the PW Stephens brand name, we provide indoor air contamination services, including contamination from mold,
asbestos and lead paint. With increased media attention regarding the health threat of mold, fewer insurance options, and property transfers at risk, current market conditions have created significant demand for mold inspections, certifications and
remediation services. These services consist of property and system inspections, surface and air testing, project design, microbial removal, light interior demolition, repair and specialized cleaning work. Home inspections and testing can range from
$200 to $800. For the typical mold-contaminated house, a remediation project can last approximately one week and cost up to $10,000 or more. Customer opportunities are developed through a regional sales force as well as through referrals by real
estate firms, insurance adjusters, mortgage companies, attorneys and nationally branded retailers. Although government-promulgated regulation is currently under review, industry practice and general awareness is building momentum. The Company
believes it can use its industry experience to give efficacy to its processes and provide homeowners with quality assurance. Furthermore, we plan to provide annual and quarterly monitoring services, in which technicians will regularly inspect, test
and certify the air quality of our clients' homes. It is expected that a portion of our indoor air contamination operations will generate additional opportunities across our other business segments.

Fire and Water Damage Restoration:
As part of Home Solutions specialty residential services strategy, we will provide highly trained technicians
to respond to fire, water and weather-related emergencies to inspect structural members and contents damaged by water, to determine the likelihood or extent of mold growth, and to provide immediate cleaning, drying, moving, storage, and
deodorization, among other services. As most cases of mold are associated with excess moisture, we believe that response to this type of event-related damage will provide significant additional revenue opportunities. The cost and time requirements
of these projects can vary dramatically from case-to-case. It is expected that a portion of our fire/water damage restoration operations will generate additional opportunities across our other business segments.

Specialty Interior Services

Cabinet and Countertop Installation:
Under the Southern Exposure brand name, Home Solutions offers cabinet and countertop installation services.
SE manufactures and installs a high-end product line of cabinets and countertops. Its customer base includes both homebuilders and homeowners in the rapidly growing southwestern Florida marketplace. It is expected that a portion of our cabinet and
countertop installation services will generate additional opportunities across our other business segments.

Current Letters of Intent

The Company currently has one outstanding letter of intent to acquire a specialty residential services company for approximately $10,000,000.  The acquisition is subject to our due diligence
review and the negotiation of definitive agreements, and there can be no assurances that we will successfully complete this transaction.

We continue to actively pursue the acquisition of companies that provide specialty residential services as we proceed with our growth strategy. Our ability to acquire such businesses is
dependent upon, among other factors, our ability to obtain outside financing and/or issue shares of the Company's common stock as a portion of the purchase price.

Competition

We compete against numerous national providers, including Steamatic and ServiceMaster. Locally, we compete against numerous family controlled operations as well as larger regional operations.
We expect additional competitors as the market for specialty residential services continues to grow and due to the lack of significant barriers of entry into the residential services field.

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Regulatory Matters

General

The specialty residential services industry is subject to various federal, state and local laws.

Environmental Regulation

The operations of the Company are subject to various federal, state, and local laws and regulations regarding environmental matters. We are not aware of any federal, state or local
environmental laws or regulations that will materially affect our earnings or competitive position, or result in material capital expenditures; however, we cannot predict the effect on our operations of possible future environmental legislation or
regulations.

Employees

As of December 31, 2003, we had an aggregate of 195 employees. All of these employees were full-time and were not represented by collective bargaining agreements.

Business Background

The Company was incorporated in Delaware on January 8, 1998, for the purpose of serving as the successor corporation of EIF
Holdings, Inc., a Hawaii corporation, pursuant to a reincorporation merger that
was completed in June 1998. During 1999 and most of 2000, the Company, then
named U S Industrial Services, Inc., operated through its wholly owned
subsidiaries as a multi-state service company, specializing in industrial
cleaning services, including soil and groundwater remediation, and hazardous
material management and clean-up. Prior to July 2000, the Company was a
majority-owned subsidiary of American Eco Corporation ("AEC"), a publicly traded company that filed
for bankruptcy in August 2000. In July 2000, Deere Park Capital, LLC ("Deere Park") acquired AEC's stake in the Company, which consisted of approximately 81.9% of the Company's outstanding common stock.

On September 29, 2000 the Company sold its holdings in four of its operating subsidiaries--P.W. Stephens Environmental, Inc., P.W. Stephens Contractors, Inc., P.W. Stephens Services, Inc., and
P.W. Stephens Northwest, Inc. to Spruce MacIntyre Holding Corp. ("Spruce"). From September 29, 2000 until June 29, 2001, the Company had no significant operations.

As a result of two Stock Purchase Agreements between Deere Park and Frank J. Fradella, the Chairman and Chief Executive Officer of the Company, dated December 21, 2000, and March 23, 2001,
respectively, Mr. Fradella purchased, on behalf of himself and as a third-party nominee for other individuals and entities, approximately 6,900,000 shares of the Company's common stock held by Deere Park, or approximately 79% of the
Company's outstanding common stock at the time.

On June 29, 2001, we entered the
communications sector by acquiring Point-to-Point Network Services, Inc. ("PTP"), based in Methuen, Massachusetts. In July 2001, we changed our
corporate name to Nextgen Communications Corporation to reflect our new strategy. However, due to changing market conditions, we decided to divest PTP and exit the communications sector.  From February 2002 until November 2002, the Company had no
significant operations.

In August 2002, we announced a new
corporate strategy of acquiring companies in the specialty residential services
industry. Within this industry, we are targeting companies that perform
Restoration Services and Specialty Interior Services. These segments include
indoor air contaminate removal, fire/water damage restoration, cleaning and
fabric protection and cabinet/countertop installation services. We continue to
seek additional acquisitions with complementary service offerings.

Effective November 1, 2002, we acquired PWS, based in California, from an affiliate of Spruce for an aggregate purchase price of approximately $13,400,000, which we paid with cash, promissory
notes issued by the Company, the assignment of certain promissory notes owed to the Company, and a warrant to purchase 293,412 shares of the Company's common stock at $.01 per share. PWS has a twenty-year operating history of providing indoor
air contaminate removal services for residential and light commercial clients.

In December 2002, in connection with the
implementation of our residential services strategy, our stockholders approved a
change of our corporate name to Home Solutions of America, Inc.

3

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In July 2003, we acquired FSS, based in Dallas, Texas. Fiber Seal provides cleaning and fabric protection services through both company-owned and over 40 franchised locations across the United
States. We paid approximately $1,621,000 for Fiber Seal, including 300,000 common shares, a warrant to purchase 250,000 shares of the Company's common stock at $2.33 per share and a note for $520,000.

In July 2003, we acquired Central Texas
Residential Services, Inc. ("CTRS").  We paid approximately $769,000 for CTRS, including 850,000 common shares.  The acquisition of CTRS was
rescinded in October 2003; no revenues were generated during this timeframe, and the consideration paid was returned to the Company.

Effective December 2003, we acquired SE,
based in Fort Myers, Florida, for approximately $12,192,000, including
$2,000,000 in cash, $5,968,000 in seller notes and $2,500,000 in common stock.
SE provides cabinet and countertop installation services to homebuilders and
homeowners throughout southwestern Florida.

Recent Developments - Early 2004

In January 2004, the Company raised $4,000,000 in a private placement with Laurus
Master Fund, Ltd. ("Laurus"). The placement included two promissory notes -- a secured convertible
minimum borrowing note in the original principal amount of $1,500,000 (the "Convertible Note") and a secured revolving note in the original principal amount of $2,500,000 (together, the
"Notes"). The Notes earn interest at the
prime rate plus 2.5%, are secured by all of the assets of the Company and its wholly owned subsidiaries, and the Convertible Note can be converted into shares of Common Stock at a fixed conversion of price of $1.88 per share.

In March 2004, the Company raised
$2,000,000 in a private placement of 80 shares of Series A Preferred Stock,
$.001 par value per share ("Preferred Stock"). Dividends on the Preferred Stock
are payable semi-annually at a rate of 8% per annum, in cash or Common Stock, at
the option of the Company. The Preferred Stock converts into Common Stock at a
conversion rate of $1.25 for each share of Common Stock at the option of the
holders or automatically after two years, as defined. Purchasers of the
Preferred Stock received Series A Warrants to purchase Common Stock at an
exercise price of $1.75 per share, expiring 90 days from the effective date of
their registration statement, and Series B Warrants to purchase Common Stock at
an exercise price of $2.25 per share, expiring March 1, 2009.

In March 2004, primarily in connection with the Laurus and Preferred Stock financings discussed above, the Company filed a registration statement on Form S-3 to register up to 10,532,825 shares
of common stock underlying the Convertible Note, the Preferred Stock, warrants associated with these financings, and certain other shares of common stock, pursuant to contractual registration rights of the holders of these securities. The Company
will not receive any proceeds from the sale of common stock pursuant to this registration statement, other than the exercise prices of certain warrants if such warrants are exercised by the holders thereof.

In March 2004, we signed one letter of
intent to acquire a specialty residential services company for approximately
$10,000,000. (See "Current Letters of Intent" above)

Our website is located at www.HOMcorp.com.

Item 2.    Description of Property.

In October 2002, we purchased the office
building that serves as our corporate offices, consisting of approximately 8,000
square feet of office space, at 11850 Jones Road Houston, Texas 77070. The
purchase price of the building was $1,000,000, including $250,000 paid by
issuing the seller 151,515 shares of our common stock and $750,000 financed
through a first-lien mortgage provided by an affiliate of one of our
stockholders. The Company is currently exploring the lease of office space in
this building.

As of December 31, 2003, PWS leased its headquarters in Huntington Beach, California and had two additional offices in Fremont, California and San Diego, California. These lease agreements
expire in 2004.

As of December 31, 2003, FSS leased its headquarters in Dallas, Texas and has one additional office in Dallas, Texas. These lease agreements expire in 2004.

As of December 31, 2003, SE leased its
headquarters in Fort Myers, Florida and has three additional offices in Florida.
One of its offices is leased from the former owner of SE who is now an affiliate
of the Company at a monthly rate of $4,550. Three lease agreements expire in
2004 and one expires in 2007.

Item 3.    Legal Proceedings.

The nature and scope of our business
operations bring us into regular contact with the general public, a variety of
businesses and government agencies. These activities inherently subject us to
potential litigation, which we defend in the normal course of business. At
December 31, 2003, there were various claims and disputes incidental to the
business. The Company believes that the disposition of all such claims and
disputes, individually or in the aggregate, should not have a material adverse
affect upon our financial position, results of operations or cash flows. As of
December 31, 2003, the Company has not been named as a responsible party for any
environmental issues under the Federal Superfund Law.



4

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Pursuant to an indemnification agreement between the Company and Spruce, the Company settled claims brought by CIT Group/Equipment Financing, Inc. and ACSTAR Insurance Company, both filed in
the United States District Court for the Eastern District of Missouri, which will be paid by Spruce. The CIT settlement agreement requires Spruce to make certain payments to the plaintiffs, which Spruce has made through the filing date of this Form
10-KSB. In the event that Spruce fails to make the remaining settlement payments, the plaintiffs could seek satisfaction of their $713,185 consent judgment against the Company, in which case the Company would have to seek indemnification from
Spruce. At this time, Spruce owes approximately $80,000 to CIT.

Item 4.    Submission of Matters to a Vote of Security Holders.

None.





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PART II

Item 5.    Market for Common Equity and Related Stockholder Matters.

Market Prices

The Common Stock of the Company was
traded on the OTC Bulletin Board until, beginning June 2003, the Common Stock
began trading on the American Stock Exchange. The Common Stock is listed under
the symbol "HOM."
The following table sets forth, for the fiscal quarters indicated, the range of the high and low sales prices for the Company's Common Stock as reported by the American Stock Exchange or the National Quotation Bureau, Inc, as applicable.  These
quotations reflect inter-dealer prices, without retail mark-up, markdown or commission, and may not represent actual transactions.

Fiscal Year ended December 31, 2003:
   High
   
   LowQuarter ended December 31, 2003
   2.19
   
   1.52Quarter ended September 30, 2003
   3.15
   
   1.99Quarter ended June 30, 2003
   3.45
   
   1.70Quarter ended March 31, 2003
   3.25
   
   1.90Fiscal Year ended December 31, 2002:
   High
   
   LowQuarter ended December 31, 2002
   3.10
   
   1.50Quarter ended September 30, 2002
   2.25
   
   1.30Quarter ended June 30, 2002
   2.83
   
   1.35Quarter ended March 31, 2002
   1.55
   
   1.15


Stockholders

As of March 8, 2004, the Company had approximately 149 record holders of its Common Stock, as reflected on the books of the Company's transfer agent.  A significant number of shares were held in street name and, as
such, the Company believes that the actual number of beneficial owners is significantly higher.

Dividends

The Company has not established a policy concerning payment of regular dividends nor has it paid any dividends on its Common Stock to date. Any payment of dividends in the future will be determined by the Board of
Directors in light of conditions then existing, including restrictions imposed by the Company's preferred stock then outstanding, the Company's earnings, financial condition, capital requirements and debt covenants, and the tax treatment
consequences of paying dividends.

Sale of Unregistered Securities

During the fourth quarter of 2003, the Company issued the following shares of its common stock without registration under the Securities Act of 1933, as amended (the
"Securities Act"):

1.
    On November 14, 2003, the Company issued 20,000 shares of common stock to CEOcast, Inc. as part of a consulting agreement;2.
    On December 17, 2003, the Company issued 1,124,544 shares of Common Stock to Jane Barber in connection with the conversion of approximately $2,200,000 of debt related to the PWS acquisition into Common Stock at
approximately $2.00 per share;3.
    On December 31, 2003, the Company issued 744,881 shares of Common Stock to Jane Barber in connection with the conversion of approximately $1,500,000 of debt related to the PWS acquisition into Common Stock at approximately
$2.00 per share;4.
    On December 31, 2003, the Company committed to issue 1,337,242 shares of Common Stock to Dale Mars in connection with the acquisition of SE at approximately $1.87 per share.


5.
    On December 31, 2003, the Company committed to issue a total of 420,000 shares of Common Stock to entities in connection with fees related to the acquisition of SE.




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The above issuances were unregistered, as the Company was relying on the exemptions from registration contained in Section 4(2) of the Securities Act, and Regulation D promulgated thereunder, on the basis that such
transactions did not involve public offerings of securities.

Item 6.    Management's Discussion and Analysis or Plan of Operation.

General

In February 2002, the Company divested PTP and had no operations from that date until November 2002, when it acquired PWS. Twelve months of PWS operations and five months of FSS operations are included in the fiscal year
2003 results. Therefore, comparisons between the periods presented would not be informative. PTP's year 2002 financial results are included in loss from discontinued operations. (See
"Business Background" in Item 1 of Part I above.)

Use of Estimates and Critical Accounting Policies

In preparing our consolidated financial statements, we make estimates, assumptions and judgments that can have a significant effect on our revenues, income (loss) from operations, and net income (loss), as well as on the
value of certain assets on our balance sheet. We believe that there are several accounting policies that are critical to an understanding of our historical and future performance as these policies affect the reported amounts of revenues, expenses,
and significant estimates and judgments applied by management.  While there are a number of accounting policies, methods and estimates affecting our financial statements, areas that are particularly significant include receivable reserves,
recoverability of long-lived assets, revenue recognition, stock-based compensation, and recoverability of goodwill and other intangible assets. In addition, please refer to Note 1 to the accompanying financial statements for further discussion of
our accounting policies.

Allowance for Doubtful Accounts

We maintain allowances for doubtful accounts for estimated losses resulting from the inability of our customers to make required payments.  The allowance for doubtful accounts is based on specific identification of
customer accounts and our best estimate of the likelihood of potential loss, taking into account such factors as the financial condition and payment history of major customers. We evaluate the collectibility of our receivables at least quarterly.
If the financial condition of our customers were to deteriorate, resulting in an impairment of their ability to make payments, additional allowances may be required.  The differences could be material and could significantly impact cash flows from
operating activities.

Impairment of Long-Lived Assets

The Company's management assesses the recoverability of its long-lived assets by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be recovered through
projected undiscounted future cash flows. The amount of long-lived asset impairment is measured based on fair value and is charged to operations in the period in which long-lived asset impairment is determined by management.

Goodwill

Goodwill represents the excess of acquisition cost over the net assets acquired in a business combination. Management reviews, on an annual basis, the carrying value of goodwill in order to determine whether impairment
has occurred. Impairment is based on several factors including the Company's projection of future operating cash flows. If an impairment of the carrying value were to be indicated by this review, the Company would perform the second step of the
goodwill impairment test in order to determine the amount of goodwill impairment, if any.



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Deferred Taxes

We record a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. We have considered estimated future taxable income and ongoing tax planning strategies in
assessing the amount needed for the valuation allowance. Based on these estimates, all of our deferred tax assets have been reserved. If actual results differ favorably from those estimates used, we may be able to realize all or part of our net
deferred tax assets. Such realization could positively impact our operating results and cash flows from operating activities.

Revenue Recognition

Revenue is recognized at the time the contract and related services are performed.

Stock-Based Compensation

The Company uses the intrinsic value method of accounting for stock-based compensation to employees in accordance with Accounting Principles Board Opinion ("APB") No. 25, as amended,"Accounting for Stock Issued to Employees."
The Company accounts for non-employee
stock-based compensation under Statement of Financial Accounting Standards ("SFAS") No. 123,"Accounting for Stock-Based Compensation."
At December 31, 2003, the Company had two stock-based employee compensation plans, which are described more fully in Note 7 of the
accompanying consolidated financial statements. The Company accounts for those plans under the recognition and measurement principles of APB 25, and related interpretations. The Company has applied the disclosure provisions in SFAS No. 148 in its
consolidated financial statements and the accompanying notes. The Company does not anticipate adopting the fair value based method of accounting for stock-based compensation.

Results of Operations  Year Ended December 31, 2003 Compared to Year Ended December 31, 2002

Revenue

The revenue of $13,996,000 for the year ended December 31, 2003 is comprised of twelve months of revenue from PWS and five months of revenue from FSS, which was acquired effective August 2003. The revenue of $2,559,000
for the year ended December 31, 2002 represents only two months of revenue from PWS, which was acquired effective November 2002.

Costs of Sales

Cost of sales of $7,095,000 for the year ended December 31, 2003 is comprised of twelve months of costs from PWS and five months of costs from FSS, which was acquired effective August 2003. The cost of sales of $1,280,000
for the year ended December 31, 2002 represents only two months of costs from PWS, which was acquired effective November 2002.

Selling, General and Administrative Expenses

Selling, general and administrative expenses were $6,865,000 for the year ended December 31, 2003 compared to $2,666,000 for the year ended December 31, 2002. This represents an increase of $4,199,000 or 158% over 2002.
Of this increase, approximately $4,300,000 is related to the full year effect of the operations of PWS in 2003 versus only two months of PWS operations in 2002. The remaining net decrease of approximately $101,000 relates to decreased corporate
expenses.

Impairment Loss

Impairment loss expenses were $297,000 for the year ended December 31, 2003 compared to $0 for the year ended December 31, 2002. This represents an increase of $297,000 over 2002. Of this increase, $140,000 is related to
CTRS acquisition expenses written off after the rescission of the CTRS acquisition and $157,000 is related to a loss on retirement of the shares returned after the CTRS rescission.

Other Income (Expenses):

Interest income decreased from $139,000 in 2002 to $1,000 in 2003. This is primarily a result of lower cash balances during 2003 as well as a significant decrease in yields during 2003. In addition, in 2002 a note
receivable balance generated interest income. The gain on sale of assets of $30,000 in 2003 is attributed to the disposal of assets at PWS. Interest expense was $619,000 in 2003 compared to $130,000 in 2002. This is primarily due to the debt
incurred with the acquisition of PWS and Fiber Seal Systems and interest on the line of credit and term debt at PWS. Other income decreased from $1,189,000 in 2002 to $178,000 in 2003. The 2002 amount of other income was primarily related to a reversal on legal accruals that was taken in 2002. Of the 2003 amount of other income, $152,000 is comprised of reversals of prior accruals due to settlements and reduction of estimates for claims accrued in
prior years and $26,000 of rental income.



8

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Liquidity and Capital Resources

The Company has a net working capital
deficit of $4,999,000 as of December 31, 2003. The Company believes that the
financing arrangements the Company currently has in place are sufficient
throughout the next twelve months to finance its working capital needs. 
However, implementation of the Company's strategic plan of acquiring niche
residential services companies will require additional capital.

As of December 31, 2003, the Company had a credit agreement with a financial institution. The credit agreement included a term loan, a revolving line of credit and an equipment line of credit. The credit agreement was
guaranteed by the former stockholder of PWS, secured by substantially all PWS assets and contained a provision that requires PWS to maintain certain financial covenants. The term loan was issued in January 2002 and bore interest at 9.75%. The
balance as of December 31, 2003 was $678,333. The revolving line of credit expired in January 2003 and was extended in April 2003 as a non-revolving line of credit. It bore interest at 9.75%. The balance at December 31, 2003 was $499,329.    The
equipment line of credit bore interest at 10% and was payable monthly.  The terms of the agreement provided for borrowings up to $200,000. The equipment line of credit expired on January 31, 2003. The balance at December 31, 2003 was $20,138. The
Company repaid the term loan, revolving line of credit and equipment line of credit facility in full on January 22, 2004 using proceeds from the Laurus Master Funds financing of $4,000,000. (See Item 1 above for additional information.)

In March 2004, the Company raised
$2,000,000 in a private placement of 80 shares of Series A Preferred Stock,
$.001 par value per share. (See Item 1 above for additional information.)

During fiscal year 2003, the Company generated net cash from operating activities of $1,251,000, including a $(702,000) net loss and $846,000 in depreciation and amortization.

The Company's investing activities provided net cash of $2,221,000 primarily due to the purchase of SE.

The Company's financing activities used net cash of $(1,009,000) primarily due to repayment of long-term debt.

Trends, Risks and Uncertainties

We have sought to identify what we believe
to be the most significant risks to our business, but we cannot predict whether
or to what extent any of such risks may be realized, nor can there be any
assurances that the Company has identified all possible risks that might arise.
Current and potential investors should carefully consider all of the following
risk factors before making an investment decision with respect to our stock.

We Have a Limited History of Acquiring and Operating Residential Services Companies.

Although the Company has a history of
operations in the industrial services and voice/data and cabling services
sectors, we have a limited history of acquiring and operating residential
services companies. The current strategy is a relatively new direction for the
Company, and we may encounter unanticipated, unusual, or unexpected risks and
problems in developing this new area of business, which could adversely affect
us as well as our operations, revenue, and ability to obtain a profit.

We Require Additional Capital to Acquire Residential Services Companies.

We will require additional capital to
purchase niche residential services companies. If we are unable to raise capital
when our needs arise, we will be unable to pursue our current business strategy
and may not be able to fund our operations.

If We Obtain Additional Financing, or Acquire Companies using Our Common Stock, It Could Dilute Present Stockholder Holdings.

We will likely need to raise money through
the sale of additional equity within the next twelve months, in one or more
private placements and/or public offerings. If we do so, all of the then current
existing stockholders and their stock holdings will be proportionately diluted.
In addition, we will likely acquire companies using our common stock as
consideration. If we do so, all of our existing stockholders at such time and
their stock holdings will be proportionately diluted.



9

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Our Business Depends on the Demand for Residential Services.

Upon acquiring residential services
companies, we would be adversely affected by any slowdown in the growth of, or
reduction in demand for, residential services. Demand for our services depends
on numerous factors including:

- the amount and growth of household income;
- the financial condition of homeowners, and whether a homeowner's insurance policy is available to pay the cost of our services;
- the need for the remediation of indoor air contaminates, cleaning services, fabric protection and fire/water damage restoration;
- changes in mortgage rates; and
- general economic conditions.

Our Aggressive Business Plans Will Place a Significant Strain on Our Assets.

Implementation of our aggressive
acquisition strategy will impose significant strains on our management,
operating systems and financial resources. The acquisitions that we are
currently contemplating would involve substantial expenditures of our time and
resources to close. If we fail to manage our growth or encounter unexpected
difficulties during expansion, it could have a material adverse effect on our
financial condition and results of operations. The pursuit and integration of
acquisitions will require substantial attention from our senior management,
which will limit the amount of time they are able to devote to our existing
operations.

We Are Heavily Dependent on Our Senior Management.

If we lose members of our senior
management, we may not be able to find appropriate replacements on a timely
basis, and our business could be adversely affected. Our existing operations and
continued future development depend to a significant extent upon the performance
and active participation of certain key individuals, including our Chief
Executive Officer and our Chief Financial Officer. We cannot guarantee that we
will be successful in retaining the services of these or other key personnel. If
we were to lose any of these individuals, we may not be able to find appropriate
replacements on a timely basis and our financial condition and results of
operations could be materially adversely affected.

We have a history of losses.

We incurred consolidated net losses of
$702,000, $477,000, and $2,447,000 during the years ended December 31, 2003,
December 31, 2002 and December 31, 2001, respectively. Our management believes
that our revised business plan will be successful and we will become profitable;
however, there can be no assurance that we will be successful in implementing
our business plan or that we will be profitable now or in the future.

Because Our Competition Has Greater Experience and Resources Than We Do, We May Be at a Competitive Disadvantage.

Many of our competitors have significantly
greater experience and financial resources than us, which could place us at a
competitive disadvantage.

Item 7.    Financial Statements.

The audited financial statements are annexed to this report, commencing on page F-i.

Item 8.    Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

On January 2, 2003, the Company replaced its former auditor, Merdinger, Fruchter, Rosen & Company, P.C. (who had resigned because the firm no longer audited public companies) with Corbin & Company LLP.  The
information relating to this change in the Company's independent accountants that was disclosed in the Company's Current Report on Form 8-K, which was filed with the SEC on January 7, 2003, is incorporated herein by reference.



10

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Item 8A.   Controls and Procedures.

Within the 90-day period prior to the filing of this report, an evaluation was carried out under the supervision and with the participation of the Company's management, including our Chief Executive Officer and our
Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13a-14(c) and 15d-14(c) under the Securities Exchange Act of 1934). Based upon that evaluation, the Chief
Executive Officer and the Chief Financial Officer concluded that the design and operation of these disclosure controls and procedures were effective. No significant changes were made in our internal controls or in other factors that could
significantly affect these controls subsequent to the date of their evaluation.

PART III

Item 9.    Directors and Executive Officers of the Registrant.

The Company's executive officers and directors are as
follows:

Frank
J. Fradella, age 48, serves as the Company's Chairman of the Board,
President, and Chief Executive Officer.  Mr. Fradella has served as Chairman of
the Board since July 2001, and has served as a director since July 2000.  Mr.
Fradella was reappointed Chief Executive Officer in September 2003, and
President in December 2003, after having served in such positions from July
2000 to March 2003, and during 1997 and 1998.  Mr. Fradella has an extensive
background in maintenance, construction, and labor-intensive businesses. He has
been Chairman, CEO, and President of two publicly traded companies, and has
held executive positions in two others. He has excelled in managing companies
whose assets may have been initially under-valued and has performed significant
financial turnarounds for these companies. He has also participated in numerous
acquisitions that contributed to the companies' financial success.

Rick J. O'Brien, age 39,currently serves as the Company's Senior Vice President, Chief
Financial Officer, and Secretary.  Mr. O'Brien served as Vice President of the
Company from July 31, 2003, the date that the Company acquired Fiber-Seal
Systems, L.P. ("Fiber-Seal"), now a wholly owned subsidiary of the Company, until
December 2003, at which time he was appointed to his current positions.  Mr.
O'Brien has served as President of Fiber-Seal since 2002, and had a controlling
interest in Fiber-Seal  until its sale to the Company.  From 1995 to 2003, Mr.
O'Brien owned and operated Amherst-Merritt International, and oversaw the
operations of its two business lines:  a computer accessory manufacturer and an
office products distributor.   Mr. O'Brien obtained a Bachelor of Arts degree
from Vanderbilt University in 1986, and an MBA from Rice University in 1991.

Mark
W. White, age 64, has served as a director of the Company since January
2003.  Governor White served as the Governor of Texas from 1983-1987, and as
the Attorney General of Texas from 1979-1983.  Governor White is an attorney,
and is the founder of Geovox Security, Inc.  Governor White received a degree
in business administration from Baylor University in 1962 and a law degree from
Baylor School of Law in 1965.

Michael
S. Chadwick, age 53, has served as a director of the Company since
January 2003.  Mr. Chadwick is the Senior Vice President and Managing Director
of Sanders Morris Harris, an investment banking firm based in Houston, Texas,
and has been active in the commercial banking and investment banking fields since
1975.  Prior to joining SMH in 1994, Mr. Chadwick was President and Principal
of Chadwick, Chambers & Associates, Inc., which he co-founded in 1988.  Mr.
Chadwick holds an MBA from Southern Methodist University (1975) and a BA in
Economics from the University of Texas at Austin (1974).  Mr. Chadwick also
attended the Wharton School of Finance at the University of Pennsylvania
(1970-1972).  Mr. Chadwick currently serves as a director of two other public
companies:  Landry's Restaurants, Inc. and Blue Dolphin Energy Company.

Willard
W. "Kim" Kimbrell, age 62, has served as a director of the Company
since April 2003.  Mr. Kimbrell is the founding partner of Third Coast
Architects, a residential and commercial architectural firm based in Houston,
Texas. In his role as principal of Third Coast Architects, Mr. Kimbrell has
developed strong relationships with numerous highly regarded contractors at the
state and national level. Mr. Kimbrell's in-depth knowledge of building
economics, coupled with his design capabilities, has earned his firm and him
the reputation for completing projects on time and within budget as well as the
respect and confidence of his clients.  Mr. Kimbrell graduated from the
University of Oklahoma with a Bachelor of Architecture degree, and he is a
registered architect in over a dozen states and a licensed interior designer in
the state of Texas.

Directors
are elected at each annual meeting of stockholders, although vacancies
resulting from resignation, removal, death, or an increase in the size of the
Board between annual meetings may be filled by the remaining members of the
Board.  Directors hold office until the next annual meeting of stockholders and
until their successors are elected and qualified.  The Board met once during
2003, and the Board approved of several matters by unanimous written consent.
The Board of Directors does not have a nominating committee.



11

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Audit
Committee.  In January 2003, upon increasing the size of the Company's
Board, the Board formed an audit committee. The Audit Committee oversees
Home Solutions's corporate accounting and financial reporting process. For this
purpose, the Audit Committee performs several functions. The Audit Committee
evaluates the performance of and assesses the qualifications of the independent
auditors; determines the engagement of the independent auditors; determines
whether to retain or terminate the existing independent auditors or to appoint
and engage new independent auditors; reviews and approves the retention of the
independent auditors to perform any proposed permissible non-audit services;
monitors the rotation of partners of the independent auditors on Home
Solutions's engagement team as required by law; reviews the financial
statements to be included in Home Solutions's annual report on Form 10-KSB; and
discusses with management and the independent auditors the results of the
annual audit and the results of Home Solutions' quarterly financial statements.
Two directors comprise the Audit Committee: Messrs. Chadwick (Chairman) and
Kimbrell. Both members of Home Solutions' Audit Committee are independent (as
independence is currently defined under the American Stock Exchange's listing
standards). The Audit Committee has adopted a written Audit Committee Charter,
a copy of which was attached as an exhibit to the Company's 2003 proxy
statement.

Compensation
Committee.  Two directors comprise the Compensation Committee:  Messrs.
White (Chairman) and Fradella.  Mr. Fradella does not participate in any
Compensation Committee actions affecting his compensation.

Compensation
of Directors.  The Company does not pay directors' fees to its Board
members, but does provide transportation, lodging and reimbursement of all
reasonable expenses for attending Board meetings.  Also, directors are eligible
for certain awards under the Company's 2001 Stock Plan and 1998 Stock Option
Plan, which are granted to directors from time-to-time at the discretion of the
Board.  Options to purchase 100,000 shares of the Company's common stock were
granted to each of Messrs. White, Chadwick, and Kimbrell upon his appointment
to the Board.  Such options vest in one-third increments over a three-year
period.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as
amended, requires Home Solutions' directors and executive officers, and persons
who own more than 10% of a registered class of Home Solutions' equity
securities, to file with the SEC reports of ownership and changes in ownership
of Common Stock and other equity securities of Home Solutions. Such reporting
persons are required to furnish the Company with copies of all Section 16(a)
forms they file.

Based on the Company's review of copies of such reports
furnished to us, we believe that, during the 2002 fiscal year, all Section
16(a) filing requirements applicable to Home Solutions' executive officers,
directors and greater than 10% beneficial owners were complied with except for
(i) Mr. Rick J. O'Brien was approximately one week late in filing a Form 4 to
report stock options he received upon his initial employment with the Company,
(ii) Messrs. White, Chadwick, and Kimbrell were each approximately one month
late in filing an initial Form 3 upon becoming a director of the Company and a
Form 4 to report the 100,000 stock options received in connection therewith.

Code of Ethics

The Company has not formally adopted a Code of Ethics
for its officers, but it intends to do so in early 2004.

Item 10.  Executive Compensation.

Summary Compensation Table

The following table sets forth the cash and non-cash
compensation paid by or incurred on behalf of Home Solutions to its Chief
Executive Officer and certain other most highly paid executive officers for
2003, 2002 and 2001 (excluding executive officers whose salary and bonus did
not exceed $100,000) (together, the "Named Executive Officers"):

|Name and Principal Position | Year | Salary ($) | Bonus ($)  | Number of Securities Underlying Options (#)(1) | All Other Compensation
|--------------------------- | ---- | ---------- | ---------- | ---------------------------------------------- | ----------------------
|                            |      |            |            |                                                |                       
|Frank
  J. Fradella         | 2003 | $100,000   | --         | --                                             | $63,000(2)            
|(Chairman/CEO)              | 2002 | $200,000   | $5,650     | --                                             | $11,000(3)            
|                            | 2001 | $270,000   | --         | 750,000                                        | $15,500(3)            
|                            |      |            |            |                                                |                       
|R.
  Andrew White(4)        | 2003 | $155,625   | $25,000(5) | 250,000                                        | --                    
|(Former
  CEO/CFO)          | 2002 | $110,000   | $15,850    | 170,000                                        | --                    
|                            | 2001 | --         | --         | --                                             | --                    
|                            |      |            |            |                                                |                       

_____________

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(1)For purposes of the tables set forth in this Section
VI, restricted stock purchase rights, which function substantially the same as
stock options, will be included with stock options.

(2) Of this amount, $3,000 consists of an automobile
allowance paid to Mr. Fradella, and $60,000 represents consulting fees during
the period of time in 2003 (March through September) that Mr. Fradella was a
non-employee consultant to the Company.

(3) Consists of an automobile allowance paid to Mr.
Fradella.

(4) Mr. White joined Home Solutions in January 2002,
resigned in December 2003, and currently serves as a consultant to the Company.

(5)This bonus was accrued in 2003, but was foregone by
Mr. White in 2004 prior to its payment.

Option Grants in
2003

The following table provides details regarding stock options
granted in 2003 to the Named Executive Officers:

|Name              | Number of
  Securities Underlying Options Granted | % of Total
  Options Granted to Employees in 2003 | Exercise Price
  per Share | Expiration Date
|----------------- | ------------------------------------------------- | ------------------------------------------------- | -------------------------- | ---------------
|                  |                                                   |                                                   |                            |                
|Frank J. Fradella | --                                                | --                                                | --                         | --             
|                  |                                                   |                                                   |                            |                
|R. Andrew White   | 250,000                                           | 29.8%                                             | $2.10                      | 3/15/2013      



Aggregated Option Exercises in 2003 and Year-End
Option Values

The
following table details the December 31, 2003 year-end estimated value of
unexercised stock options of each of the Named Executive Officers:

Number of Securities Underlying Unexercised Options
  at Year-End:

  Exercisable  Unexercisable
  Value of Unexercised
  In-the-Money Options at Year-End(1):

  Exercisable     
  UnexercisableName
  Number of Shares Acquired on Exercise (#)
  Value Realized($)Frank J. Fradella
  0
  0
  750,000
  --
  $352,500
  --R. Andrew White
  0
  0
  420,000
  --
  $40,500
  --


_______________

(1) The estimated value of unexercised in-the-money stock options held at
the end of 2003 assumes a per-share fair market value of $1.52 (the closing
trading price of the Common Stock on December 31, 2003), and per-share exercise
prices as follows: $.65 for 250,000 of Mr. Fradella's stock options, and $1.25
for his other 500,000 vested options; $1.25 for 150,000 of Mr. White's stock
options, and Mr. White's other 270,000 options are excluded as their exercise
prices ($1.82 or $2.10) were not in the money at the end of 2003.



Item 11.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.



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Management Ownership

The table below shows the beneficial ownership as of April 28,
2004, of Common Stock by each of the directors and the Named Executive Officers
(defined below under the heading Summary Compensation Table in Item 10) of Home
Solutions and all directors and Named Executive Officers as a group. In
addition to the 16,111,658 shares of Common Stock outstanding on April 28,
2004, this table also gives effect to shares that may be acquired pursuant to
options, warrants or convertible securities within 60 days after such date. The
principal business address of each person in this table is c/o Home Solutions
of America, Inc., 5565 Red Bird Center Drive, Suite 150, Dallas, Texas 75237.

Number of Shares
      Percentage of ClassExecutive Officers and Directors
      Beneficially Owned
      Beneficially
OwnedFrank J. Fradella, Chairman, CEO..
      750,000(1)
      4.4%R. Andrew White, former CEO/CFO
      520,000(2)
      3.1%Mark W. White, Director...............
      33,333(3
      0.2%Michael
S. Chadwick, Director......
      33,333(3)
      0.2%Willard
W. Kimbrell, Director.......
      35,333(3)
      0.2%All directors and executive officersas a group (five
persons)...............
      1,371,999(1)(2)
      7.9%


______________

(1)Consists of 750,000 shares that Mr. Fradella could
acquire through the exercise of certain fully vested stock options and
restricted stock purchase rights.

(2)Includes 420,000 shares that Mr. White could acquire
through the exercise of certain vested stock options.

(3)   Messrs. White, Chadwick and Kimbrell each have been
awarded 100,000 stock options.  As of this date, one-third of these options,
representing 33,333 underlying shares of Common Stock, have vested.

Other Security Ownership

The following is tabulation as of April 28, 2004, of those
stockholders of Home Solutions who own beneficially in excess of 5%of
Home Solutions' Common Stock:

Number
      of Shares
      Percentage of ClassBeneficial Owner
      Beneficially Owned
      Beneficially
OwnedDale W. Mars, Trustee of theDale W. Mars Trust Dated 7-16-97 (1)
      1,337,242
      8.3%Tyrrell L. Garth (2)
      1,330,436
      8.3%Barbara Feldman (3)
      1,050,300
      6.5%


______________

(1)Mr. Mars' principal business address is c/o Southern
Exposure Unlimited of Florida, Inc., 5868 Enterprise
Parkway, Ft.        Myers, FL 33905.

(2)Mr.
Garth's principal business address is c/o Cheyenne Capital, 350 Dowlen Road,
Suite 200, Beaumont, Texas 77706.

(3)Ms.
Feldman's principal business address is 2081 Magnolia Lane Highland Park,
Illinois 60035

The following table
provides information regarding securities authorized for issuance under equity
compensation plans, as of December 31, 2003, concerning compensation plans
(including individual compensation arrangements) under which equity securities of
the Company are authorized for issuance.

|                                                     | (a)                                                                                           | (b)                                                                             | (c)                                                                                                                                                
|---------------------------------------------------- | --------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------
|                                                     | ----------------------------                                                                  | ------------------------                                                        | --------------------------                                                                                                                         
|Plan Category                                        | Number of securities to be issued upon exercise of
  outstanding options, warrants and rights | Weighted-average exercise price of outstanding
  options, warrants
  and rights | Number of securities remaining available for future
  issuances under equity compensation plans (excluding securities reflected in
  
  column (a))
|----------------------------------                   | -------------------------                                                                     | ------------------------                                                        | --------------------------                                                                                                                         
|Equity compensation plans                            |                                                                                               |                                                                                 |                                                                                                                                                    
|approved by security
  holders                       | 2,500,030                                                                                     | $1.59                                                                           | 2,417,170                                                                                                                                          
|                                                     |                                                                                               |                                                                                 |                                                                                                                                                    
|Equity compensation plans
  not approved by security |                                                                                               |                                                                                 |                                                                                                                                                    
|Holders                                              | 1,922,692                                                                                     | $1.10                                                                           | --                                                                                                                                                 
|                                                     | ---------------------                                                                         | ----------------                                                                | --------------------                                                                                                                               
|Total                                                | 4,422,722                                                                                     | $1.38                                                                           | 2,417,170                                                                                                                                          

14

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For a complete description of the Company's equity
compensation plans, please refer to Note 9 of our audited consolidated
financial statements as of December 31, 2003.



Item 12. Certain Relationships and Related Transactions.

Employment Agreements and Termination of Employment/Change-in-Control
Arrangements

In
connection with his resignation as President/CEO (he remained Chairman of the
Board), the Company and Frank J. Fradella entered into a consulting agreement
as of March 15, 2003, which replaced his then-existing employment agreement. 
The consulting agreement had a term of three years, and provided for a monthly
fee of $10,000, $60,000 of which was accrued in 2003 and paid in early 2004. 
In connection with the execution of his consulting agreement, the Company fully
vested Mr. Fradella's 500,000 stock purchase rights and 250,000 stock options. 
Since his reappointment as Chief Executive Officer and President in September
2003, Mr. Fradella has served in such positions without an employment
agreement, at an annual salary of $200,000.  Mr. Fradella was granted 500,000
stock options with an exercise price of $1.80 on January 27, 2004, which vest
over a three-year period.

Upon
the acquisition of Fiber-Seal in July 2003, the Company entered into an
employment agreement with Rick J. O'Brien, pursuant to which Mr. O'Brien has
served as President of Fiber-Seal and Vice President of Home Solutions.  Mr.
O'Brien was granted 250,000 stock options on the date of his employment, at an
exercise price of $2.00 per share, vesting over a 36-month period.  In December
2003, in connection with Mr. O'Brien's appointment to the positions of Senior
Vice President, Chief Financial Officer, and Secretary of the Company, and the
amendment of certain of the Fiber-Seal acquisition agreements (including the
termination of a repurchase option by the former owner of Fiber-Seal), (i) the
Company immediately vested a warrant to purchase 250,000 shares of Common
Stock, held by the entity that had previously owned Fiber-Seal, which is
controlled by Mr. O'Brien, (ii) Mr. O'Brien's salary was increased to $150,000
per year, and (iii) Mr. O'Brien was granted an additional 250,000 stock options
at $2.00 per share, vesting over a 36-month period.

From
March 2002 until December 2003, R. Andrew White served as the Company's CFO,
from March 2003 until September 2003 he served as the Company's CEO, and from
March 2003 until December 2003 he served as the Company's President.  Mr. White
resigned in December 2003 (at which time all of his outstanding options became
fully vested), and the Company and Mr. White entered into a consulting
agreement at such time, pursuant to which he has provided consulting services
to the Company.  In connection with the execution of the consulting agreement,
one of Mr. White's options that had been granted under the Company's 1998 Stock
Option Plan was replaced by a substantially similar option under the 2001 Stock
Plan.

1998 Stock
Option Plan.  Recipients of stock
options under the Company's 1998 Stock Option Plan must exercise all vested
options within three months from the date of termination of the optionee's
employment or cessation of service to the Company (or one year for options
granted to outside directors), or such options are forfeited.  Outstanding
stock options under the 1998 Stock Option Plan automatically vest in the event
of a "change of control" (as defined in the 1998 Stock Option Plan), which
includes any person or group acquiring 20% of the outstanding Common Stock.

2001
Stock Plan.  Under the Company's 2001 Stock Plan, Optionees have at least
30 days to exercise vested stock options following the cessation of service to
the Company, and in the absence of a specified time in the individual option
agreement, the period of time for exercising vested stock options will be three
months following the optionee's cessation of services to the Company.  The
Board may use its discretion in determining whether any outstanding stock
options or stock purchase rights will vest on an accelerated basis following a
"change of control" (as defined in the 2001 Stock Plan).  If an optionee's
employment is terminated or his or her job duties are adversely changed within
six months of such a change of control, however, all stock options held by such
optionee would immediately vest on the date of termination.





15

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Other Related
Party Transactions

Upon the appointment of Mark White, Michael Chadwick,
and Kim Kimbrell to the Company's Board of Directors in early 2003, each new
director received stock options to purchase 100,000 shares of Common Stock, at
exercise prices of $1.65 - $1.75, vested over a three-year period.

In
October 2002, in connection with the Company's purchase of the office building
that served as our corporate offices at 11850 Jones Road Houston, Texas, an
affiliate of Mr. Tyrrell L Garth, a stockholder who holds greater than 5% of
the Company's outstanding Common Stock, provided a $750,000 first-lien mortgage
to the Company.

Item 13. Exhibits and Reports on Form 8-K.

(a)Exhibits

2.1
      Agreement for Sale of Shares, dated as of February 22, 2002, between Nextgen Communications Corporation, a Delaware corporation, and Point to Point of Louisiana, Inc., a Louisiana corporation (filed as Exhibit 2.1 to the
Company's Current Report on Form 8-K filed on March 19, 2002, and incorporated herein by reference).2.2
      First Amendment to Agreement for Sale of Shares, executed to be effective as of February 22, 2002, by and between Nextgen Communications Corporation and Point to Point of Louisiana, Inc. (filed as Exhibit 2.2 to the
Company's Current Report on Form 8-K filed on March 19, 2002, and incorporated herein by reference).2.3
      Secured Promissory Note, dated February 22, 2002, issued by Point to Point of Louisiana to Nextgen Communications Corporation (filed as Exhibit 2.3 to the Company's Current Report on Form 8-K filed on March 19, 2002,
and incorporated herein by reference).2.4
      First Amendment to Secured Promissory Note, executed to be effective as of February 22, 2002, by and between Point to Point of Louisiana, Inc. and Nextgen Communications Corporation (filed as Exhibit 2.4 to the
Company's Current Report on Form 8-K filed on March 19, 2002, and incorporated herein by reference).2.5
      Stock Pledge Agreement, executed to be effective as of February 22, 2002, by and between Point to Point of Louisiana, Inc. and Nextgen Communications Corporation (filed as Exhibit 2.5 to the Company's Current Report on
Form 8-K filed on March 19, 2002, and incorporated herein by reference).2.6
      Settlement Agreement and Mutual Release of Claims, executed to be effective as of February 20, 2002, by and among Point To Point Network Services, Inc., Nextgen Communications Corporation, and W. Michael Sullivan (filed as
Exhibit 2.6 to the Company's Current Report on Form 8-K filed on March 19, 2002, and incorporated herein by reference).2.7
      Repurchase Option Agreement, executed to be effective as of February 20, 2002, by and between Nextgen Communications Corporation and W. Michael Sullivan (filed as Exhibit 2.7 to the Company's Current Report on Form 8-K
filed on March 19, 2002, and incorporated herein by reference).2.8
      Stock Purchase Agreement dated November 1, 2002, by and between Nextgen Communications Corporation and Jane C. Barber (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on January 17, 2003, and
incorporated herein by reference).2.9
      Promissory Note dated November 1, 2002, in the original principal amount of $1,500,000, issued by Nextgen Communications Corporation to Jane C. Barber (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K
filed on January 17, 2003, and incorporated herein by reference).2.10
      Promissory Note dated November 1, 2002, in the original principal amount of $1,000,000, issued by Nextgen Communications Corporation to Jane C. Barber (filed as Exhibit 2.3 to the Company's Current Report on Form 8-K
filed on January 17, 2003, and incorporated herein by reference).2.11
      Promissory Note dated November 1, 2002, in the original principal amount of $1,444,100, issued by Nextgen Communications Corporation to Jane C. Barber (filed as Exhibit 2.4 to the Company's Current Report on Form 8-K
filed on January 17, 2003, and incorporated herein by reference).


16

---



2.12
      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 (filed as Exhibit 2.5 to the Company's Current Report on
Form 8-K filed on January 17, 2003, and incorporated herein by reference).2.13
      Assignment of Promissory Notes, dated November 1, 2002, by and between Nextgen Communications Corporation and Jane C. Barber (filed as Exhibit 2.6 to the Company's Current Report on Form 8-K filed on January 17, 2003,
and incorporated herein by reference).2.14
      Warrant Purchase Agreement, dated November 15, 2002 by and between Nextgen Communications Corporation and Jane C. Barber (filed as Exhibit 2.16 to the Company's Annual Report on Form 10-KSB for the year ended December
31, 2002, and incorporated herein by reference).2.15
      First Amendment to Stock Purchase Agreement dated June 5, 2003, by and between Home Solutions of America, Inc. and Jane C. Barber (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on June 6, 2003,
and incorporated herein by reference).2.16
      Registration Rights Agreement dated June 5, 2003, by and between Home Solutions of America, Inc. and Jane C. Barber (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed on June 6, 2003, and
incorporated herein by reference).2.17
      Amended and Restated Secured Convertible Note dated June 5, 2003, in the original principal amount of $2,242,446, issued by Home Solutions of America, Inc. to Jane C. Barber (filed as Exhibit 2.3 to the Company's
Current Report on Form 8-K filed on June 6, 2003, and incorporated herein by reference).2.18
      Amended and Restated Secured Promissory Note dated June 5, 2003, in the original principal amount of $1,553,750, issued by Home Solutions of America, Inc. to Jane C. Barber (filed as Exhibit 2.4 to the Company's
Current Report on Form 8-K filed on June 6, 2003, and incorporated herein by reference).2.19
      Pledge and Security Agreement dated June 5, 2003, by and among Jane C. Barber, Home Solutions of America, Inc., P.W. Stephens, Inc., and Kirkpatrick & Lockhart LLP (filed as Exhibit 2.5 to the Company's Current
Report on Form 8-K filed on June 6, 2003, and incorporated herein by reference).2.20
      Guaranty Agreement dated June 5, 2003, given by P.W. Stephens, Inc. to Jane C. Barber (filed as Exhibit 2.6 to the Company's Current Report on Form 8-K filed on June 6, 2003, and incorporated herein by reference).2.21
      Stock Purchase Agreement and Plan of Reorganization dated July 10, 2003, by and among Home Solutions of America, Inc., Jeffrey Hawkins, and CTRS Holding Corp. (filed as Exhibit 2.1 to the Company's Current Report on
Form 8-K filed on July 22, 2003, and incorporated herein by reference).2.22
      Partnership Interest Purchase Agreement, dated July 31, 2003, by and among Home Solutions of America, Inc., FSS Holding Corp., Grassmere Computer Products, Inc., and Merritt Computer Products, Inc. (filed as Exhibit 2.15 to
the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003, and incorporated herein by reference).2.23
      Repurchase Option Agreement, dated July 31, 2003, by and among Home Solutions of America, Inc., FSS Holding Corp., Grassmere Computer Products, Inc., and Merritt Computer Products, Inc. (filed as Exhibit 2.16 to the
Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003, and incorporated herein by reference).2.24
      Settlement Agreement and Mutual Release of Claims, dated October 14, 2003, by and among Home Solutions of America, Inc., Jeff Hawkins, and CTRS Holding Corp. +2.25
      Agreement, dated December 2, 2003, by and among Home Solutions of America, Inc., FSS Holding Corp., Grassmere Computer Products, Inc., Merritt Computer Products, L.P. d/b/a Amherst Merritt International, Fiber-Seal Systems,
L.P., and Rick J. O'Brien. +2.26
      Third Amendment to Stock Purchase Agreement, effective December 31, 2003, between Home Solutions of America, Inc. and Jane C. Barber (filed as Exhibit 2.1 to the Company's Registration Statement on Form S-3 filed on
March 5, 2004, and incorporated herein by reference).2.27
      Plan of Merger and Stock Purchase Agreement, dated February 6, 2004, by and among Home Solutions of America, Inc., Southern Exposure Holdings, Inc., S.E. Acquisition Corp. I, S.E. Acquisition Corp. II, Southern Exposure
Unlimited of Florida, Inc., S.E. Tops of Florida, Inc., Dale W. Mars, and Dale W. Mars, Trustee for the Dale W. Mars Trust Dated 7-16-97 (filed as Exhibit 2.1 to the Company's Current Report on Form 8-K filed on February 9, 2004, and
incorporated herein by reference).2.28
      Registration Rights Agreement, dated February 6, 2004, by and between Home Solutions of America, Inc. and Dale W. Mars (filed as Exhibit 2.2 to the Company's Current Report on Form 8-K filed on February 9, 2004, and
incorporated herein by reference).


17



---



2.29
      Subordinated Promissory Note, in the original principal amount of $4,500,000, issued by Southern Exposure Holdings, Inc. to Dale W. Mars, Trustee for the Dale W. Mars Trust Dated 7-16-97 (filed as Exhibit 2.3 to the
Company's Current Report on Form 8-K filed on February 9, 2004, and incorporated herein by reference).2.30
      Subordinated Promissory Note, in the original principal amount of $1,468,189.26, issued by Southern Exposure Holdings, Inc. to Dale W. Mars, Trustee for the Dale W. Mars Trust Dated 7-16-97 (filed as Exhibit 2.4 to the
Company's Current Report on Form 8-K filed on February 9, 2004, and incorporated herein by reference).2.31
      Pledge and Security Agreement, dated February 6, 2004, by and among Southern Exposure Holdings, Inc., S.E. Acquisition Corp. I, S.E. Acquisition Corp. II, Dale W. Mars, and Dale W. Mars, Trustee for the Dale W. Mars Trust
Dated 7-16-97 (filed as Exhibit 2.5 to the Company's Current Report on Form 8-K filed on February 9, 2004, and incorporated herein by reference).2.32
      Guaranty Agreement, dated February 6, 2004, provided by Home Solutions of America, Inc. to Dale W. Mars, Trustee for the Dale W. Mars Trust Dated 7-16-97 (filed as Exhibit 2.6 to the Company's Current Report on Form
8-K filed on February 9, 2004, and incorporated herein by reference).3.1
      Certificate of Incorporation of the Company, as restated on July 31, 2001 (filed as Exhibit A to the Company's Information Statement on Schedule 14C filed on July 9, 2001, and incorporated herein by reference).3.2
      Certificate of Amendment to the Certificate of Incorporation of Nextgen Communications Corporation, changing the corporation's name to
"Home Solutions of America, Inc.", as filed on December 23, 2002 (filed
as Exhibit A to the Company's Information Statement on Schedule 14C filed on December 22, 2002, and incorporated herein by reference).3.3
      Certificate of Designation of the Relative Rights and Preferences of the Series A Convertible Preferred Stock of Home Solutions of America, Inc., as filed with the Secretary of State of Delaware on February 27, 2004 (filed
as Exhibit 3.1 to the Company's Registration Statement on Form S-3 filed on March 5, 2004, and incorporated herein by reference).3.4
      Bylaws of the Company, as amended on April 2, 2001 (filed as Exhibit 3.2 to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2001, and incorporated herein by reference).10.1*
      1998 Stock Option Plan (filed as Exhibit 4.1 to the Company's Annual Report on Form 10-KSB for the year ended September 30, 1998, and incorporated herein by reference).10.2*
      First Amendment to 1998 Stock Option Plan, dated May 20, 2003 (filed as Exhibit 10.2 to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003, and incorporated herein by reference).10.3*
      2001 Stock Plan (filed as Exhibit B to the Company's Information Statement on Schedule 14C filed on July 9, 2001, and incorporated herein by reference).10.4*
      First Amendment to 2001 Stock Plan, dated May 20, 2003 (filed as Exhibit 10.4 to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003, and incorporated herein by reference).10.5*
      Registration Rights Agreement by and between Frank J. Fradella and U S Industrial Services, Inc., dated April 2, 2001 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB for the quarter ended June
30, 2001, and incorporated herein by reference).10.6*
      Stock Option Agreement executed December 27, 2001, to be effective as of October 3, 2000, by and between Frank J. Fradella and Nextgen Communications Corporation (filed as Exhibit 2 to Amendment No. 3 to Schedule 13D of
Frank J. Fradella filed on January 3, 2002, and incorporated herein by reference).10.7*
      Stock Option Agreement by and between R. Andrew White and Nextgen Communications Corporation, dated February 1, 2002 (filed as Exhibit 10.8 to the Company's Quarterly Report on Form 10-QSB for the quarter ended March
31, 2002, and incorporated herein by reference).10.8*
      Restricted Stock Purchase Agreement by and between Frank J. Fradella and U S Industrial Services, Inc. dated April 2, 2001 (filed as Exhibit 10.11 to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002, and incorporated herein by reference).


18

---



10.9*
    Employment Agreement by and between P.W. Stephens, Inc., a California corporation, and Scott Johnson, effective September 1, 2001 (filed as Exhibit 10.12 to the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2002, and incorporated herein by reference).10.10
    Form of Registration Rights Agreement between Nextgen Communications Corporation and each of four accredited investors, dated November 19, 2002 (filed as Exhibit 10.13 to the Company's Annual Report on Form 10-KSB for
the year ended December 31, 2002, and incorporated herein by reference).10.11
    Form of Warrant Purchase Agreement between Nextgen Communications Corporation and each of four accredited investors, dated November 19, 2002 (filed as Exhibit 10.14 to the Company's Annual Report on Form 10-KSB for the
year ended December 31, 2002, and incorporated herein by reference).10.12 *
    Executive Employment Agreement by and
between R. Andrew White and Home Solutions of America, Inc., dated March 15,
2003 (filed as Exhibit 10.15 to the Company's Quarterly Report on Form 10-QSB
for the quarter ended March 31, 2003, and incorporated herein by reference).10.13 *
    Consulting Agreement by and between Frank J. Fradella and Home Solutions of America, Inc., dated March 15, 2003 (filed as Exhibit 10.18 to the Company's Quarterly Report on Form 10-QSB for the quarter ended
March 31, 2003, and incorporated herein by reference).10.14 *
    Executive Employment Agreement by and among
Home Solutions of America, Inc., Fiber-Seal Systems, L.P., and Rick J. O'Brien, dated July 31, 2003 (filed as Exhibit 10.19 to the Company's Quarterly Report on Form 10-QSB for the quarter ended June 30, 2003, and incorporated herein by reference).10.15 *
    Stock Option Agreement by and between Home
Solutions of America, Inc. and Rick J. O'Brien, dated July 31, 2003 (filed as
Exhibit 10.20 to the Company's Quarterly Report on Form 10-QSB for the quarter
ended June 30, 2003, and incorporated herein by reference).10.16 *
    Stock Option Agreement by and between Home
Solutions of America, Inc. and Rick J. O'Brien, dated December 2, 2003. +10.17 *
    Services Agreement and Mutual Release,
dated December 8, 2003, by and among Home Solutions of America, Inc., Gus
Investments, LLC, and Andrew White. +10.18
    Security Agreement, dated January 22, 2004, by and between Laurus Master Fund, Ltd. and Home Solutions of America, Inc. (filed as Exhibit 10.1 to the Company's Registration Statement on Form S-3 filed on March 5, 2004,
and incorporated herein by reference).10.19
    Secured Convertible Minimum Borrowing Note, dated January 22, 2004, issued to Laurus Master Fund, Ltd. by Home Solutions of America, Inc. (filed as Exhibit 10.2 to the Company's Registration Statement on Form S-3 filed
on March 5, 2004, and incorporated herein by reference).10.20
    Minimum Borrowing Note Registration Rights Agreement, dated January 22, 2004, by and between Laurus Master Fund, Ltd. and Home Solutions of America, Inc. (filed as Exhibit 10.3 to the Company's Registration Statement
on Form S-3 filed on March 5, 2004, and incorporated herein by reference).10.21
    Common Stock Purchase Warrant to Purchase 370,000 Shares of Common Stock, issued by Home Solutions of America, Inc. to Laurus Master Fund, Ltd., dated January 22, 2004 (filed as Exhibit 10.4 to the Company's
Registration Statement on Form S-3 filed on March 5, 2004, and incorporated herein by reference).10.22
    Series A Convertible Preferred Stock Purchase Agreement, dated March 1, 2004, by and among Home Solutions of America, Inc. and the purchasers of Series A Convertible Preferred Stock (filed as Exhibit 10.5 to the
Company's Registration Statement on Form S-3 filed on March 5, 2004, and incorporated herein by reference).10.23
    Registration Rights Agreement, dated March 1, 2004, by and among Home Solutions of America, Inc. and the purchasers of Series A Convertible Preferred Stock (filed as Exhibit 10.6 to the Company's Registration Statement
on Form S-3 filed on March 5, 2004, and incorporated herein by reference).10.24
    Form of Series A Warrant to Purchase Shares of Common Stock of Home Solutions of America, Inc., as issued to the purchasers of Series A Convertible Preferred Stock (filed as Exhibit 10.7 to the Company's Registration
Statement on Form S-3 filed on March 5, 2004, and incorporated herein by reference).




19

---



10.25
   Form of Series B Warrant to Purchase Shares of Common Stock of Home Solutions of America, Inc., as issued to the purchasers of Series A Convertible Preferred Stock (filed as Exhibit 10.8 to the Company's Registration Statement on Form S-3 filed on March 5, 2004, and incorporated herein by reference).16.1
   Letter dated January 3, 2003, from Merdinger, Fruchter, Rosen & Company, P.C. to the SEC regarding change in certifying accountants (filed as Exhibit 16.1 to the Company's Current Report on Form 8-K filed on January 7, 2003, and incorporated herein by reference).31.1
   Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.++31.2
   Certification of Principal Financial Officer pursuant to Section 301 of the Sarbanes-Oxley Act of 2002.++32.1
   Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++32.2
   Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.++


|*   | Denotes a
   management contract or compensatory plan or arrangement.                                                                    
|--- | -----------------------------------------------------------------------------------------------------------------------------------------
|+   | Filed as
   an exhibit to the Company's annual report on Form 10-KSB for the year ended
   December 31, 2003, as filed on March 30, 2004.
|++  | Filed
   herewith.                                                                                                                       
|(b) | Reports on Form 8-KNone.                                                                                                                 



Item 14. Principal
Accountant Fees and Services.

Corbin
& Company, LLP ("C&C") has served as Home Solutions' independent public
accountants for each of the last two years.  The approximate aggregate fees,
including out-of-pocket expenses, billed for professional services rendered by
C&C during 2003 and 2002 were as follows:

|     | Audit Fees(1) | Tax Fees | All Other Fees
|---- | ------------- | -------- | --------------
|     |               |          |               
|2003 | $145,000      | $1,000   | $14,000 (2)   
|2002 | $60,000       | $17,000  | $0            

____________

(1)   For the audit of the Company's consolidated financial
statements as of and for the applicable year, and the review of the Company's
quarterly reports on Form 10-QSB during the applicable quarters for 2003.  For
2003, also includes the stand-alone audit of the SE Companies, a material
acquisition made by the Company effective December 31, 2003.

(2)    For a registration statement on Form S-3 that was
filed in June 2003 and miscellaneous consultation on accounting matters.



20

---



SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

|       |                | HOME SOLUTIONS OF AMERICA, INC.
|------ | -------------- | -------------------------------
|       |                |                                
|Dated: | April 29, 2004 | By: /s/ FRANK J. FRADELLA      
|       |                |                                
|       |                |                                
|       |                |                                
|Dated: | April 29, 2004 | By:                            
|       |                |                                
|       |                |                                













21

---



HOME SOLUTIONS OF AMERICA, INC.CONSOLIDATED FINANCIAL STATEMENTSINDEXPAGEINDEPENDENT AUDITORS' REPORT
   F-2CONSOLIDATED BALANCE SHEET
   F-3CONSOLIDATED STATEMENTS OF OPERATIONS
   F-4CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
   F-5CONSOLIDATED STATEMENTS OF CASH FLOWS
   F-6 - F-7NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
   F-8  F-26








F-1

---



INDEPENDENT AUDITORS' REPORT

To The Board Of Directors 
HOME SOLUTIONS OF AMERICA, INC.

We have audited the accompanying consolidated balance sheet of HOME SOLUTIONS OF AMERICA, INC. (the "Company") as of December 31, 2003, and the related consolidated statements of operations, stockholders' equity, and
cash flows for each of the years in the two-year period then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements
based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of HOME SOLUTIONS OF AMERICA, INC. as of December 31, 2003, and the results of their
operations and their cash flows for each of the years in the two-year period then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Corbin & Company, LLP

Corbin & Company, LLP

Irvine, California 
March 12, 2004





F-2

---



HOME SOLUTIONS OF AMERICA, INC.CONSOLIDATED BALANCE SHEETDECEMBER 31, 2003 
(In Thousands, Except Per Share Data)

ASSETSCurrent assets:Cash
      
      $
      2,728Accounts receivable, net of
      allowance for doubtful accounts of $83
      
      4,551Prepaid expenses and supplies
      
      782Total current assets
      
      8,061Property and equipment, net
      of accumulated depreciationand amortization of
      $391
      
      2,190Intangible assets, net of
      accumulated amortization of $216
      
      3,024Goodwill
      
      
      19,715Due from related party
      
      44Other assets
      
      264$
      33,298LIABILITIES AND STOCKHOLDERS' EQUITYCurrent liabilities:Accounts payable and accrued
      expenses
      $
      3,459Payable to seller
      
      4,290Due to related party
      
      12Line of credit borrowings
      
      519Current portion of long-term
      debt
      
      2,999Current portion of capital
      lease obligations
      
      128Notes payable
      
      653Notes payable to related
      party
      
      1,000Total current liabilities
      
      13,060Long-term liabilities:Long-term debt, net of
      current portion
      
      5,351Capital lease obligations,
      net of current portion
      
      98Minority interest
      
      38Total liabilities
      
      18,547Commitments and contingenciesStockholders' equity:Common stock, $0.001 par
      value; 50,000 shares authorized;14,164 shares issued
      and outstanding
      
      14Additional paid-in capital
      
      37,515Accumulated deficit
      
      (22,778)Total stockholders' equity
      
      14,751$
      33,298


The accompanying notes are an integral part of these consolidated financial
statements.

F-3

---



HOME SOLUTIONS OF AMERICA, INC.CONSOLIDATED STATEMENTS OF OPERATIONS(In Thousands, Except Per Share Data)Year Ended
   December 31,
   
   
   Year Ended
   December 31,2003
   
   
   2002Net sales
   
   $
   13,996
   
   $
   2,559Costs and expensesCost of sales
   
   
   7,095
   
   
   1,280Selling, general and administrative expenses
   
   6,865
   
   
   2,666Impairment loss
   
   
   297
   
   
   014,257
   
   
   3,946Operating loss
   
   
   (261)
   
   
   (1,387)Other income (expense):Gain on sale of assets
   
   
   30
   
   
   (41)Interest income
   
   
   1
   
   
   139Interest expense
   
   
   (619)
   
   
   (130)Other income, net
   
   
   179
   
   
   1,189Total other income (expense), net
   
   (409)
   
   
   1,157Loss from continuing operations before income taxes
   
   (670)
   
   
   (230)Income taxes
   
   
   32
   
   
   -Loss from discontinued operations (including loss on disposalof $104 for the year ended December 31, 2002)
   
   -
   
   
   (247)Net loss
   
   $
   (702)
   
   $
   (477)Basic and diluted loss per common share:Net loss from continuing operations
   $
   (0.06)
   
   $
   (0.02)Net loss from discontinued operations
   
   -
   
   
   (0.03)Net loss
   
   $
   (0.06)
   
   $
   (0.05)Weighted average shares outstanding- Basic and diluted
   
   
   11,837
   
   
   9,709


The accompanying notes are an integral part of these consolidated financial statements.

F-4

---



HOME SOLUTIONS OF AMERICA, INC.
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY(In Thousands)

Common Shares
   
   
   Additional
   Paid-in
   
   
   Accumulated
   
   
   Total
   Stockholders'Shares
   
   
   Amount
   
   
   Capital
   
   
   Deficit
   
   
   EquityBalance, January 1, 2002
   10,972
   
   $
   11
   
   $
   26,393
   
   $
   (21,599)
   
   $
   4,805Issuance of common stock to officerfor note receivable
   50
   
   
   -
   
   
   63
   
   
   -
   
   
   63Issuance of common stock for exerciseof options for note receivable
   50
   
   
   -
   
   
   63
   
   
   -
   
   
   63Common stock returned due to settlement
   (1,800)
   
   
   (2)
   
   
   (2,626)
   
   
   -
   
   
   (2,628)Issuance of common stock in relationto purchase of the building
   152
   
   
   -
   
   
   250
   
   
   -
   
   
   250Issuance of common stock to investorsfor cash
   1,400
   
   
   2
   
   
   1,398
   
   
   -
   
   
   1,400Issuance of shares for services
   255
   
   
   -
   
   
   662
   
   
   -
   
   
   662Estimated fair market value of optionsand warrants granted to employees andnon-employees for services and interest
   -
   
   
   -
   
   
   117
   
   
   -
   
   
   117Warrants issued as consideration foracquisition of PWS
   -
   
   
   -
   
   
   425
   
   
   -
   
   
   425Net loss
   -
   
   
   -
   
   
   -
   
   
   (477)
   
   
   (477)Balance, December 31, 2002
   11,079
   
   
   11
   
   
   26,745
   
   
   (22,076)
   
   
   4,680Issuance of common stock for acquisitions:CTRS
   250
   
   
   -
   
   
   629
   
   
   -
   
   
   629FSS
   300
   
   
   -
   
   
   698
   
   
   -
   
   
   698Common stock redeemed due to rescissionof CTRS acquisition
   (250)
   
   
   -
   
   
   (472)
   
   
   -
   
   
   (472)Estimated fair market value of options andwarrants granted to employees and non-employees for services, interest and asconsideration for acquisition of FSS
   -
   
   
   -
   
   
   475
   
   
   -
   
   
   475Issuance of shares for cashless exercise ofwarrants
   33
   
   
   -
   
   
   -
   
   
   -
   
   
   -Issuance of shares for conversion of debt
   2,732
   
   
   3
   
   
   5,978
   
   
   -
   
   
   5,981Stock/warrants committed to be issued forSE acquisition  1,757 shares
   -
   
   
   -
   
   
   3,431
   
   
   -
   
   
   3,431Issuance of shares for services
   20
   
   
   -
   
   
   31
   
   
   -
   
   
   31Net loss
   -
   
   
   -
   
   
   -
   
   
   (702)
   
   
   (702)Balance, December 31, 2003
   14,164
   
   $
   14
   
   $
   37,515
   
   $
   (22,778)
   
   $
   14,751


The accompanying notes are an integral part of these consolidated financial statements.

F-5

---



HOME SOLUTIONS OF AMERICA, INC.CONSOLIDATED STATEMENTS OF CASH FLOWS(In Thousands)Year Ended
   December 31,
   2003
   
   
   Year Ended
   December 31,
   2002CASH FLOWS FROM OPERATING ACTIVITIES:Net loss
   $
   (702)
   
   $
   (447)Adjustments to reconcile net loss to net cash provided by (used in) operatingactivities:Depreciation and amortization
   
   846
   
   
   105Allowance for doubtful accounts
   
   (22)
   
   
   10(Gain) loss on sale of assets
   
   (30)
   
   
   41Loss on sale of PTP
   
   -
   
   
   104Gain on extinguishment of debt
   
   (152)
   
   
   -Impairment loss
   
   297
   
   
   -Reversal of previously recorded liabilities
   
   -
   
   
   (1,540)Stock-based compensation
   
   121
   
   
   117Deferred tax provision
   
   32
   
   
   -Changes in operating assets and liabilities, net of acquisitionsand dispositions:Accounts receivable
   
   879
   
   
   618Costs and estimated earnings in excess of billings on jobs inprogress, net
   
   20
   
   
   6Prepaid expenses and supplies
   
   94
   
   
   (63)Other assets
   
   (79)
   
   
   (1)Accounts payable and accrued expenses
   
   22
   
   
   (836)Due to related party
   
   (75)
   
   
   -Net cash provided by (used in) operating activities
   
   1,251
   
   
   (1,916)CASH FLOWS FROM INVESTING ACTIVITIES:Principal payments received on notes receivable
   
   -
   
   
   199Cash transferred in sale of PTP
   
   -
   
   
   (198)Cash acquired from purchase of SE
   
   2,589
   
   
   -Purchase of PWS, net of cash acquired of $260
   
   -
   
   
   (740)Costs incurred for purchase of CTRS
   
   (140)
   
   
   -Costs incurred for purchase of FSS, net of cash acquired of $6
   
   (134)
   
   
   -Advances to related parties
   
   -
   
   
   (80)Collections on advances to related parties
   
   16
   
   
   20Proceeds from sale of property and equipment
   
   43
   
   
   -Purchases of property and equipment
   
   (153)
   
   
   (50)Net cash provided by (used in) investing activities
   
   2,221
   
   
   (849)CASH FLOWS FROM FINANCING ACTIVITIES:Principal payments on long-term debt, notes payable and capital leases
   
   (1,500)
   
   
   (580)Proceeds from sale of stock
   
   -
   
   
   1,400Proceeds from notes payable
   
   250
   
   
   -Proceeds from notes payable to related party
   
   250
   
   
   -Net repayments on line of credit
   
   (9)
   
   
   -Net cash provided by (used in) financing activities
   
   (1,009)
   
   
   820NET INCREASE (DECREASE) IN CASH
   
   2,463
   
   
   (1,945)CASH AT BEGINNING OF YEAR
   
   265
   
   
   2,210CASH AT END OF YEAR
   $
   2,728
   
   $
   265Supplemental disclosures of cash flow information:Cash paid for:Interest
   $
   362
   
   $
   53Income taxes
   $
   -
   
   $
   -Supplemental schedule of non-cash investing and financing activities:Machinery and equipment acquired through capital lease obligations
   $
   15
   
   $
   14Fixed assets acquired through notes payable
   $
   100
   
   $
   -


F-6

---



Stock and options/warrants issued for services
   $
   153
   
   $
   117Stock issued in payment/settlement of accounts payable
   $
   -
   
   $
   662Common stock returned as settlement
   $
   -
   
   $
   2,628Stock issued for notes receivable
   $
   -
   
   $
   126Stock and debt issued for purchase of land and building
   $
   -
   
   $
   1,000Issuance of notes payable for fixed asset
   $
   100
   
   $
   -Issuance of stock for conversion of debt
   $
   5,981
   
   $
   -Disposal of assets for settlement of obligations
   $
   786
   
   $
   -Disposal of capital lease obligations for settlement of obligations
   $
   101
   
   $
   -Interest expense converted to long-term debt
   $
   124
   
   $
   -Issuance and assumption of notes payable in acquisitions
   $
   6,843
   
   $
   -Accrual to seller in
   acquisitions
   $
   4,290
   
   $
   -Issuance of common stock for acquisitions
   $
   3,788
   
   $
   -Issuance of warrants for acquisitions
   $
   602
   
   $
   -Stock exchange listing fees
   $
   49
   
   $
   -Insurance policy financed
   $
   53
   
   $
   -


See Note 2 for additional non-cash transactions related to acquisitions.

The accompanying notes are an integral part of these consolidated financial statements.

F-7

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Company Description and Nature of Operations

Home Solutions of America, Inc. (formerly Nextgen Communications Corporation) and its wholly and majority owned subsidiaries (together, the "Company"), provide restoration and specialty interior services including indoor
air contaminate removal, carpet cleaning, air-duct cleaning, fabric protection and cabinet/countertop installation for primarily residential properties to customers located throughout California, Texas and Florida. Prior to the sale of Point To
Point Network Services, Inc. ("PTP") in February 2002, the Company provided fixed communications networking design and build-out services, such as voice, data, and video, to the communications industry (see Note 2). As of December 31, 2003, the
Company has three branch offices in California, located in Huntington Beach, Fremont and San Diego, two branch offices in Dallas, Texas, and three branch offices in Florida, located in Fort Myers (two offices) and Tampa, Florida. The Company's
corporate operations are based in Houston, Texas.

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. After the sale of
PTP in February 2002 (see Note 2), the Company had no significant operations from that date through the November 2002 acquisition of P.W.
Stephens, Inc ("PWS").

Principles of Consolidation

The accompanying consolidated financial statements include the accounts of Home Solutions of America, Inc. and its wholly and majority owned subsidiaries. All significant intercompany transactions and balances have been
eliminated in consolidation. The minority owner's interest in a subsidiary has been reflected as minority interest in the accompanying consolidated balance sheet.

Fair Value of Financial Instruments

The Company measures its financial assets and liabilities in accordance with accounting principles generally accepted in the United States of America. For certain of the Company's financial instruments, including cash,
accounts receivable, and accounts payable, the carrying amounts approximate fair value due to their short maturities. The fair values of line of credit borrowings and long-term debt approximate their face values due to their short-term maturities or
their generally variable interest rate terms. The fair value of due to/due from related party is not determinable as these are with related parties.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of the contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Significant estimates made by management include,
among others, the realizability of accounts receivable, property and equipment and goodwill, and valuation of deferred tax assets. Actual results could differ from these estimates.

Concentration of Credit Risk

Financial instruments, which potentially subject the Company to concentrations of credit risk, consist of cash and other receivables. The Company places its cash with high quality financial institutions and at times may
exceed the Federal Deposit Insurance Corporation ("FDIC") $100 insurance limit. At December 31, 2003, the Company had approximately $2,289 in these accounts in excess of the FDIC insurance limits.

The Company offers its services predominately in the states of California, Texas and Florida, and it extends credit based on an evaluation of a customer's financial condition, generally without collateral. Exposure to
losses on accounts receivable is principally dependent on each customer's financial condition. The Company monitors its exposure for credit losses and maintains allowances for anticipated losses, if required. Although the Company expects to collect
amounts due, actual collections may differ from the estimated amounts.

No single customer accounted for more than 10% of total sales for the years ended December 31, 2003
and 2002, and
one customer accounted for approximately 30% of accounts receivable as of
December 31, 2003.

F-8

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Property and Equipment

Property and equipment are stated at cost, and are being depreciated using the straight-line method over the estimated useful lives of the related assets, ranging from three to 20 years. Leasehold improvements are amortized
using the straight-line method over the lesser of the estimated useful lives of the assets or the related lease terms. Equipment under capital lease obligations is depreciated over the shorter of the estimated useful life or the term of the lease.
Maintenance and routine repairs are charged to expense as incurred. Significant renewals and betterments are capitalized. At the time of retirement or other disposition of property and equipment, the cost and accumulated depreciation are removed
from the accounts and any resulting gain or loss is reflected in the statement of operations.

Goodwill

Goodwill represents the excess of
acquisition cost over the net assets acquired in a business combination and is
not amortized in accordance with Statement of Financial Accounting Standards ("SFAS")
No. 142, "Goodwill and Other
Intangible Assets."The provisions of SFAS No. 142 require that the Company allocate its goodwill to its various reporting units, determine the
carrying value of those businesses, and estimate the fair value of the reporting units so that a two-step goodwill impairment test can be performed. In the first step of the goodwill impairment test, the fair value of each reporting unit is compared
to its carrying value. Management reviews, on an annual basis, the carrying value of goodwill in order to determine whether impairment has occurred. Impairment is based on several factors including the Company's projection of future discounted
operating cash flows. If an impairment of the carrying value were to be indicated by this review, the Company would perform the second step of the goodwill impairment test in order to determine the amount of goodwill impairment, if any.

The changes in the carrying amount of goodwill for the years ended December 31, 2003 and 2002 are as follows (see Note 2):

Balance as of January 1, 2002
   $
   3,465Goodwill reversed due to settlement
   
   (2,628)Goodwill written off due to sale of PTP
   
   (837)Goodwill acquired during the year
   
   7,575Balance as of December 31, 2002
   
   7,575Goodwill acquired during the year
   
   12,565Goodwill impaired at CTRS
   
   (297)Goodwill written off due to sale of CTRS
   
   (128)Balance as of December 31, 2003
   $
   19,715


The Company has decided to perform the impairment test on goodwill as of December 31, 2003. Based on its analysis as of December 31, 2003, the Company's management believes there is no impairment of its goodwill. There
can be no assurance, however, that market conditions will not change or demand for the Company's products or services will continue, which could result in impairment of goodwill in the future.

Long-Lived Assets

The Company's management assesses the recoverability of its long-lived assets (other than goodwill) by determining whether the depreciation and amortization of long-lived assets over their remaining lives can be
recovered through projected undiscounted future cash flows. The amount of long-lived asset impairment, if any, is measured based on fair value and is charged to operations in the period in which long-lived asset impairment is determined by
management. At December 31, 2003, the Company's management believes there is no impairment of its long-lived assets. There can be no assurance, however, that market conditions will not change or demand for the Company's products and services will continue, which could result in impairment of long-lived assets in the future.

F-9

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

Since the purchase of PWS in November 2002
and Fiber Seal Systems L.P. ("FSS") in July 2003 (see Note 2), revenue is recognized at the time the contract and related services are performed.

Stock-Based Compensation

The Company uses the intrinsic value method of accounting for stock-based compensation to employees in accordance with Accounting Principles Board Opinion ("APB") No. 25, as amended,"Accounting for Stock Issued to Employees."
The Company accounts for non-employee stock-based compensation under SFAS No. 123,"Accounting for Stock-Based
Compensation."At December 31, 2003, the Company has two stock-based employee compensation plans, which are described more fully in Note 9. During the years ended December 31, 2003 and 2002, $0 and $11,
respectively, of compensation expense was recognized in the accompanying statements of operations for an option issued to an employee below market value pursuant to APB 25. No other stock-based employee compensation cost is reflected in the 2003 and
2002 statements of operations, as all other options granted in 2003 and 2002 under those plans had exercise prices equal to or greater than the market value of the underlying common stock on the dates of grant. The following table illustrates the
effect on net loss and loss per share if the Company had applied the fair value recognition provisions of SFAS No. 123, to stock-based employee compensation:



Year Ended
   
   Year EndedDecember 31,
   
   December 31,2003
   
   2002Net loss as reported
   $
   (702)
   
   $
   (477)Deduct:Total stock-based
   employee compensation expense under 
      APB 25, net of related tax expenses
   
   -
   
   
   11Add:Total stock-based
   employee compensation expense under fair 
      value based method for all awards, net of related
   tax effects
   
   (164)
   
   
   (236)Pro forma net loss
   $
   (866)
   
   $
   (702)Basic and diluted loss per share - as
   reported
   $
   (0.06)
   
   $
   (0.05)Basic and diluted loss per share -
   pro forma
   $
   (0.07)
   
   $
   (0.07)








F-10

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

Income Taxes

The Company accounts for income taxes in accordance with SFAS No. 109,"Accounting for Income Taxes."
Under the asset and liability method of SFAS No.
109, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax
assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Under SFAS No. 109, the effect on deferred tax assets and
liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. A valuation allowance is provided for certain deferred tax assets if it is more likely than not that the Company will not realize tax assets
through future operations.

Comprehensive Income

During the periods presented, the Company had no items of comprehensive income and, therefore, has not presented a statement of comprehensive income.

Per Share Data

Basic earnings per share ("BEPS") is computed by dividing income (loss) available to common stockholders by the weighted average number of outstanding common shares during the period of computation. Diluted earnings per
share ("DEPS") gives effect to all dilutive potential common shares outstanding during the period of computation. The computation of DEPS does not assume conversion, exercise or contingent exercise of securities that would have an anti-dilutive
effect on earnings. As of December 31, 2003 and 2002, the Company had the following potentially dilutive securities that would affect loss per share if they were to be dilutive:

2003
   
   2002Options
   206
   
   830Warrants
   637
   
   1,351843
   
   2,181


Business Segments

During 2003, the Company operated in only one segment, Restoration Services, including indoor air contamination removal, carpet cleaning, air duct cleaning and fabric protection services for primarily residential
properties.  The Company's Specialty Interior Services segment, which includes cabinet and countertop installation services, had no activity during fiscal year 2003 as the acquisition of SE was closed effective December 31, 2003. As a result,
no segment disclosures are presented in these financial statements.

New Accounting Pronouncements

In November 2002, the Financial Accounting
Standards Board ("FASB") issued Interpretation No. 45 ("FIN 45"),"Guarantor's Accounting and Disclosure
Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of
Others."FIN 45 elaborates on the disclosures to be made by a guarantor in its interim and annual financial statements about its
obligations under certain guarantees that it has issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial
recognition and initial measurement provisions of FIN 45 are applicable on a prospective basis to guarantees issued or modified after December 31, 2002. The disclosure requirements in FIN 45 are effective for financial statements of interim or
annual periods ending after December 15, 2002. The Company's adoption of FIN 45 did not have a material impact on its financial position or results of operations (see Note 11).

F-11

---



HOME SOLUTIONS OF AMERICA, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 1 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)

In January 2003, the FASB issued Interpretation No. 46 ("FIN 46"),"Consolidation of Variable Interest
Entities", an
interpretation of Accounting Research Bulletin 51, "Consolidated Financial Statements," to improve financial reporting of special purpose and other entities. In accordance with the interpretation, business enterprises that represent the
primary beneficiary of another entity by retaining a controlling financial interest in that entity's assets, liabilities, and results of operations must consolidate the entity in their financial statements. Prior to the issuance of FIN 46,
consolidation generally occurred when an enterprise controlled another entity through voting interests. Special provisions apply to enterprises that have fully or partially applied FIN 46 prior to issuance of this Interpretation. Application by
small business issuers to entities other than special-purpose entities and by nonpublic entities to all types of entities is required at various dates in 2004 and 2005. The Company does not expect FIN 46 to have a material impact on its financial
statements as it has no variable interest entities.

Reclassifications

Certain reclassifications have been made to prior year amounts in financial statements in order to conform to the current year presentation. These reclassifications have no effect on previously reported results of
operations.

NOTE 2  ACQUISITIONS AND DISPOSITIONS

Commensurate with the announcement in August 2002 of the Company's strategy of acquiring companies in the specialty residential services industry, pursuant to a merger and stock purchase agreement, the Company acquired
100% of Southern Exposure Unlimited of Florida, Inc., 100% of SE Tops of Florida, Inc. and 50% of SouthernStone Cabinets, Inc. (together,
"SE"). The acquisition was closed on February 6, 2004 and was effective December 31, 2003. It has
been accounted for as a purchase.

The purchase price was comprised of the following:Payable to seller (paid in February 2004)
   $
   2,000Notes payable (see Note 7)
   
   5,968Common stock committed to be issued (issued in February 2004)
   
   2,500Commissions, legal, accounting and other costs (including $931 ofstock and warrants committed to be issued and issued in February 2004)
   
   1,724$
   12,192The purchase price was allocated as follows:Current assets
   $
   4,542Property and equipment
   
   167Other long-term assets
   
   9Current liabilities
   
   (534)Payable to seller (cash and receivables distributed to seller prior to
   closing in February 2004)
   
   (2,290)Long-term liabilities
   
   (356)Minority interest
   
   (38)Estimated fair value of tangible net assets acquired
   
   1,500Goodwill and other intangible assets
   
   10,692$
   12,192


The Company has classified the excess of the purchase price over the estimated fair value of the tangible net assets acquired as goodwill as of December 31, 2003 in the accompanying consolidated balance sheet. The Company
is in the process of analyzing the components of the intangible assets and will have an appraisal performed by a third party during 2004 to determine the final purchase price allocation.

F-12

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 2  ACQUISITIONS AND DISPOSITIONS (Continued)

Pursuant to a stock purchase agreement, the Company acquired 100% of FSS. The acquisition closed July 31, 2003, and has been accounted for as a purchase. A warrant to purchase 250 additional shares of the Company are
subject to FSS meeting certain financial targets. In the event the Company either does not repay the $520 note on December 31, 2003 or does not raise $2,000 in debt or equity capital, the seller of FSS can exercise a repurchase option in exchange
for canceling the $520 note and returning the 250 warrants. This repurchase option is valid for one day, January 2, 2004. In addition, the Company would then have a 30-day option to purchase the undeveloped Houston market franchise from FSS for
$125. In December 2003, in consideration for extending the payment schedule of the $520 note, the parties agreed to cancel the repurchase option and fully vested the warrant to purchase 250 common shares.

The purchase price was comprised of the following:Notes payable (see Note 7)
   $
   520Common stock issued
   
   698Warrants issued
   
   260Commissions, legal, accounting and other costs
   
   140$
   1,618The purchase price was allocated as follows:Current assets
   $
   104Property and equipment
   
   89Current liabilities
   
   (23)Estimated fair value of tangible net assets acquired
   
   170Goodwill and other intangible assets
   
   1,448$
   1,618


The Company has classified the excess of the purchase price over the estimated fair value of the tangible net assets acquired as goodwill as of December 31, 2003 in the accompanying consolidated balance sheet. The Company
is in the process of analyzing the components of the intangible assets and will have an appraisal performed by a third party during 2004 to determine final purchase price allocation.

Pursuant to a stock purchase agreement, the
Company acquired 100% of Central Texas Residential Services, Inc. ("CTRS"). The acquisition closed July 10, 2003, and has been accounted for as a purchase. 600 shares of
the 850 shares of common stock issued were held in escrow pending CTRS reaching certain financial targets. The 600 shares were not considered outstanding by the Company, as the contingency had not been satisfied. The Company disposed of this
business on October 14, 2003.

F-13

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 2  ACQUISITIONS AND DISPOSITIONS (Continued)The purchase price was comprised of the following:Common stock issued
   $
   629Commissions, legal, accounting and other costs
   
   140$
   769The purchase price was allocated as follows:Property and equipment
   $
   344Estimated fair value of tangible net assets acquired
   
   344Goodwill and other intangible assets
   
   425$
   769The loss on sale of CTRS is comprised of the following:Net book value of net assets sold
   $
   769Sale price
   
   (472)$
   297


The Company
decided to rescind the transaction because CTRS did not meet its financial
targets.  As a result, the loss
was reflected as an impairment loss and considered an operating expense of the
Company for the year ended December 31, 2003.

Pursuant to a stock purchase agreement, the Company purchased 100% of the outstanding stock of PWS. The sale was effective November 1, 2002, and has been accounted for as a purchase.



The purchase price was comprised of the following:Cash
   
   $
   1,000Notes payable (see Note 7)
   
   
   8,809Assignment of notes receivable (see below)
   
   
   1,175Cancellation of note receivable (see Note 3)
   
   
   1,154Warrants issued
   
   
   425Commissions, legal, accounting and other costs
   
   
   839$
   13,402The purchase price was allocated as follows:Current assets
   
   $
   4,386Property and equipment
   
   
   2,022Other long-term assets
   
   
   160Current liabilities
   
   
   (2,552)Long-term liabilities
   
   
   (1,429)Estimated fair value of tangible net assets acquired
   
   
   2,587PWS trade name
   
   
   3,240Goodwill
   
   
   7,575$
   13,402F-14




---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 2  ACQUISITIONS AND DISPOSITIONS (Continued)

Of the $10,815 of acquired intangible assets, $3,240 was assigned to PWS' trade name and is subject to amortization based on an estimated useful life of 15 years. The full year of 2003 amortization of $216 was charged
in the fourth quarter of 2003 as the intangibles allocation was completed in that quarter. The remaining amount of acquired intangible assets of $7,575 was assigned to goodwill.

The accompanying consolidated financial statements include the operations of PWS from November 1, 2002 forward and of FSS from August 31, 2003 forward. The following un-audited pro forma information presents the results of
operations for the years ended December 31, 2003 and 2002 as though the PWS, FSS and SE acquisitions had occurred on January 1, 2002:

| |                    | Year Ended   |        | Year Ended   |  
| | ------------------ | ------------ | ------ | ------------ | -
| |                    | December 31, |        | December 31, |  
| |                    |              | 2003   |              |  
| |                    |              |        |              |  
| | Revenue            | $            | 26,257 |              | $
| | Net income         |              | 1,115  |              |  
| | Earnings per share |              | $0.08  |              |  

On February 22, 2002, the Company sold all of its shares of PTP to Point to Point of Louisiana, Inc., a Louisiana corporation (the "Buyer"). The sale price was $1,000, which the Buyer paid by issuing a Secured Promissory
Note (the "Note") to the Company. The Note bore interest at 6.5% per annum, and required a payment of accrued interest on February 22, 2003, and a payment of accrued interest and $100 of principal on February 22, 2004, and all remaining principal
and interest accrued thereon on February 22, 2005. The Note was secured by the stock sold, pursuant to a Stock Pledge Agreement dated February 22, 2002. Richard W. Lancaster, a former director of the Company, serves as the President of the Buyer.
The Note was assigned to the former stockholder of PWS in connection with the acquisition of PWS on November 1, 2002 (see discussion above). PTP had revenues of $253 and incurred a loss from operations of $143 during 2002.

The loss on sale of PTP is comprised of the following:

| | Current assets                    | $ | 811     | 
| | --------------------------------- | - | ------- | 
| | Property and equipment            |   | 476     | 
| | Goodwill                          |   | 837     | 
| | Current liabilities               |   | (1,066) | 
| | Long-term liabilities             |   | (12)    | 
| |                                   |   |         | 
| | Net book value of net assets sold |   | 1,046   | 
| | Legal and other transaction costs |   | 58      | 
| | Sale price                        |   | (1,000) | 
| |                                   |   |         | 
| |                                   | $ | 104     | 

Prior to the sale of PTP, the Company entered into a settlement agreement with a former employee and stockholder of PTP (see Note 11). The agreement required the former stockholder to transfer 1,800 of the 2,000 shares of
the Company's common stock issued in the acquisition of PTP back to the Company. As a result, the Company reduced previously recorded goodwill related to PTP by $2,628, the value of the shares issued on the date of acquisition.

F-15

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 3 - NOTES RECEIVABLE

As of December 31, 2003, the Company does not have any notes receivable.

The Company held a note receivable from Spruce McIntyre Holding Corp. ("Spruce"), a related party to PWS, resulting from the sale of assets in September 2000. The note, which was to mature on July 1, 2005, and
accrued interest totaling $1,154 was forgiven by the Company in connection with the acquisition of PWS on November 1, 2002 and therefore recorded as consideration by the Company in calculating the purchase price (see Note 2).

NOTE 4  PROPERTY AND EQUIPMENT

Property and equipment is summarized as follows at December 31, 2003:

| | Machinery and equipment                                | $ | 394   | 
| | ------------------------------------------------------ | - | ----- | 
| | Building                                               |   | 850   | 
| | Automobile and trucks                                  |   | 997   | 
| | Land                                                   |   | 150   | 
| | Computer equipment                                     |   | 66    | 
| | Office equipment, furniture and leasehold improvements |   | 112   | 
| |                                                        |   | 2,569 | 
| |                                                        |   |       | 
| | Less: accumulated depreciation and amortization        |   | (379) | 
| |                                                        |   |       | 
| | Property and equipment, net                            | $ | 2,190 | 

Depreciation and amortization expense for property and equipment for the years ended December 31, 2003 and 2002 was $486 and $105, respectively.

In June 2003, as part of PWS transaction of seller debt conversion, the Company sold $823 in non-essential assets back to the seller of PWS in exchange for a $786 reduction in debt owed to the seller and an assumption of
$101 in capital lease obligations, recognizing a gain of $64.

|NOTE 5  INTANGIBLE ASSETS                                          |                               
|------------------------------------------------------------------- | ------------------------------
|                                                                    |                               
|Intangible assets consist of the following as of December 31, 2003: |                               
|                                                                    |                               
|                                                                    | Trade name                    
|                                                                    | Less: accumulated amortization
|                                                                    |                               
|                                                                    |                               

During 2003, amortization expense totaled $216. The estimated amortization expense for the next five years is as follows:

|Years Ending 
December 31, |  |   |     | 
|-------------------------- |  | - | --- | 
|2004                       |  | $ | 216 | 
|2005                       |  |   | 216 | 
|2006                       |  |   | 216 | 
|2007                       |  |   | 216 | 
|2008                       |  |   | 216 | 

Other intangible assets might be identified by the Company after a final purchase price allocation of SE and FSS to be performed by a third party is completed during 2004 (see Note 2).

F-16

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 6  LINE OF CREDIT

The Company had a credit agreement with a financial institution. The credit agreement included a term loan (see Note 7), a revolving line of credit and an equipment line of credit. The credit agreement was guaranteed by the
former stockholder of PWS, secured by substantially all PWS assets and contained a provision that required PWS to maintain certain financial covenants.

The term loan was issued in January 2002 and as of December 31, 2003 bore interest at 9.75%. The balance as of December 31, 2003 was $678 (see Note 7). The revolving line of credit expired in January 2003 and was extended
in April 2003 as a non-revolving line of credit. As of December 31, 2003, it bore interest at 9.75%. The balance at December 31, 2003 was $499. As of December 31, 2003, the equipment line of credit bore interest at 10% and was payable monthly. The
terms of the agreement provided for borrowings up to $200. The equipment line of credit expired on January 31, 2003. The balance at December 31, 2003 was $20.

The Company repaid the term loan, revolving line of credit and equipment line of credit facility in full on January 22, 2004 using proceeds from the Laurus Master Funds financing (see Note 13).

NOTE 7  SHORT-TERM AND LONG-TERM DEBTShort-term debt consist of the following at December 31, 2003:FSS seller note with interest at the prime rate (4% at December 31, 2003) payable in twopayments of $260 in January and June 2004
   
   
   
   
   $
   520Other
   
   
   
   
   
   
   133$
   653Long-term debt consists of the following at December 31, 2003:Note payable to seller, interest at 2% in excess of one-month LIBOR rate (adjusted on the first day of each calendar quarter beginning January 1, 2004 - 1.12% at December 31, 2003), principal and interest payments due quarterly beginning July 1, 2004. The payments shall be the greater of (i)
   the amount of principal and interest that would be payable under a 10-year
   amortization or (ii) 60% of free cash flow (as defined) of the calendar
   quarter that precedes the payment date by two calendar quarters, commencing
   with the calendar quarter ended March 31, 2004, which shall be measured
   against the calculation set forth above for the payment date of July 1, 2004.
   The note is secured by a security interest in all of the assets and stock of Southern Exposure Unlimited of Florida, Inc. and SE Tops of Florida, Inc. and a first lien on 50% of the stock of SouthernStone Cabinets, Inc.
   and is subordinated to the Laurus Notes (see Note 13).
   
   $
   4,500Note payable to
   seller, no interest, principal payments due as accounts receivable securing
   the note are collected until the note is paid in full, guaranteed by the
   Company. The note is secured by the specific accounts receivable identified
   in the Note and is subordinated to the Laurus Notes (see Note 13).
   
   
   1,468Note payable to seller, net of discount of $110, zero coupon, imputed interest at 5%, principal and interest due in equal monthly installments of $24 through October 2007, unsecured.
   
   
   1,010Note payable to a financial institution, bearing interest at prime (4% at December 31, 2003) plus 0.75% and a default rate of 5%, monthly principal payments of $18 plus interest, maturing on January 28, 2007. The Company must maintain certain financial and non-financial covenants. The former stockholder of PWS guaranteed this note. In January 2004, the Company refinanced this note payable through additional financing from another institution (see Note 13).
   
   
   678


F-17



---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 7  SHORT-TERM AND LONG-TERM DEBT (Continued)

Note payable to financial institution, bearing interest at 5.375%, principal and interest payable in monthly installments of $15 through January 23, 2006, secured by a first lien position in the assets of SouthernStone Cabinets, Inc. and guaranteed by the former owners of SE.
   
   356Other
   
   
   
   3388,350Less current portion
   
   
   
   (2,999)$
   5,351Future minimum principal payments pursuant to the above long-term debt agreements are as follows:Years EndingDecember 31,2004
   
   $
   2,9992005
   
   
   9412006
   
   
   7512007
   
   
   7092008
   
   
   470Thereafter
   
   
   2,480$
   8,350


NOTE 8 - LEASES

On October 29, 2002, the Company purchased the building in which the Company's headquarters are located in Houston, Texas, for $1,000. The Company paid $250 of the purchase price by issuing 152 shares of common stock of the
Company (see Note 9), and $750 was borrowed from an entity affiliated with a stockholder of the Company (see Note 12). This mortgage loan had an origination fee of 3% plus 125 warrants to buy common stock at $1.50 per share.
The  Company recognized interest expense on this mortgage of  $90 and
$22 during 2003 and 2002, respectively.  These warrants were
canceled in January 2003. The Company's Houston facilities were previously leased on a month-to-month basis, with a monthly rent of $5.

Operating Leases

The Company leases its facilities under non-cancelable operating lease agreements. The leases expire on various dates through January 2008 and provide for monthly rents ranging from approximately $0.07 to $5. Rental expense
for the years ended December 31, 2003 and 2002 was approximately $123 and $72, respectively.

Capital Leases

The Company leases certain equipment under capital lease agreements, which expire at various dates through January 2006. The leases are payable in monthly installments ranging from approximately $0.4 to $0.9 at effective
interest rates ranging from 7.34% to 15.70%. The assets and liabilities under capital leases are recorded at lease inception at the lower of the present value of the minimum lease payments or the fair market value of the related assets.

F-18

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)
For The Year Ended December 31, 2003

NOTE 8 - LEASES (Continued)

Future minimum lease payments under non-cancelable leases are as follows:

Years Ending
   Capital
   
   OperatingDecember 31,
   Leases
   
   Leases
   
   Total2004
   $
   147
   
   $
   246
   
   $
   3932005
   
   92
   
   
   107
   
   
   1992006
   
   11
   
   
   84
   
   
   952007
   
   -
   
   
   67
   
   
   67Total lease payments
   
   250
   
   $
   504
   
   $
   754Less amount representing interest
   
   (24)Present value of future minimum lease payments
   226Less current portion
   
   (128)$
   98


In June 2003, as part of the PWS seller debt conversion, the seller of PWS assumed certain of the Company's capital lease obligations totaling $101 (see Notes 3 and 4).

The following is an analysis of the equipment under capital lease, which is included in property and equipment as of December 31, 2003:

Automobiles and trucks
   $
   394Machinery and equipment
   
   5399Less accumulated depreciation
   
   (109)$
   290


NOTE 9 -   EQUITY

Common Stock

During the year ended December 31, 2003, the Company issued 2,732 shares of restricted common stock to a former shareholder of PWS in connection with the conversion of $5,981 in debt to equity. Each conversion was at the
fair value of the common stock at the date of conversion; therefore, no gain or loss was reflected due to the conversions.

During the year ended December 31, 2003, the Company issued 850 shares of restricted common stock in connection with its purchase of CTRS, of which 250 shares were valued at $629 (based on the fair value of the common stock
at the date of the agreement) and the remaining shares were contingent and not reflected as outstanding. Theses shares were returned to the Company as part of the sale of CTRS in October 2003 at a value of $472 (see Note 2).

During the year ended December 31, 2003, the Company issued 300 shares of restricted common stock in connection with its purchase of FSS, valued at $698 (based on the fair value of the common stock at the date of the
acquisition) (see Note 2).

F-19

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 9  EQUITY (Continued)

During the year ended December 31, 2003, the Company issued 33 net shares of restricted common stock in connection with the cashless exercise of 66 warrants outstanding (based on the closing price of the Company's
common stock at the date of the agreement).

During the year ended December 31, 2003, the Company issued 20 shares of restricted common stock in connection with a consulting agreement with third parties, valued at $31 (based on the closing price of the Company's
common stock at the date of the agreement).

During the year ended December 31, 2003, the Company committed to issue 1,337 shares of restricted common stock to the seller of SE and related companies in connection with this acquisition, valued at $1.87 (based on the
ten day average closing price of the Company's common stock before and after the closing date) and 420 shares of restricted common stock to various third parties in connection with fees related to this acquisition, valued at $1.40 (based on the
estimated fair value of the Company's common stock at the dates of issuance) (see Note 2). These amounts are reflected in additional paid-in capital, as the related shares were not issued as of December 31, 2003.

During the year ended December 31, 2002, the Company issued 50 shares of restricted common stock to one of its officers in connection with his employment. The shares were issued for $1.25 per share (approximates the fair
market value on the date of issuance), for which the officer gave the Company a promissory note in the principal amount of $63, secured by these shares and an additional 50 shares of the Company's common stock owned by him. This promissory note
was assigned to the sole shareholder of PWS as part of the consideration paid in the acquisition of PWS during fiscal 2002 (see Note 2).

During the year ended December 31, 2002, the Company issued 50 shares of restricted common stock to a former director of the Company pursuant to his exercise of stock options, for which he gave the Company a promissory note
in the principal amount of $63. This promissory note was assigned to the sole shareholder of PWS as part of the consideration paid in the acquisition of PWS during fiscal 2002 (see Note 2).

During the year ended December 31, 2002, the Company received back 1,800 shares of its common stock pursuant to a Settlement

Agreement and Mutual Release of Claims (the
"Release") by and among PTP, the Company, and W. Michael Sullivan ("Sullivan") (see Note 2).

During the year ended December 31, 2002, the Company issued 152 shares of restricted common stock to a non-related party for $250 (the fair market value on the date of issuance) as part of the consideration in the purchase
of the building (see Note 8).

During the year ended December 31, 2002, the Company issued 1,400 shares of restricted common stock and warrants to purchase 1,000 shares of common stock for $1.00 per share in connection a private placement in which the
Company received aggregate net cash proceeds of $1,400.

During the year ended December 31, 2002, the Company issued an aggregate of 255 shares of restricted common stock to non-related parties for $662 (the fair market value on the dates of issuance) as payment under various
consulting agreements.

Stock Options

The Company's Board of Directors approved the 2001 Stock Plan (the "2001 Plan") on April 2, 2001. The 2001 Plan provides for awards of incentive stock options, non-qualified stock options, and restricted stock purchase
rights. The Company has reserved 3,000 shares of common stock under the 2001 Plan. The exercise price of the awards shall be determined by the Plan administrator at the date of grant, but shall not be less than the fair market value of the stock on
the date of grant for employees, or 85 percent of the fair market value for non-employees. The exercise period shall be no more than 10 years and the awards will vest over a period of time determinable by the Board of Directors. The number of
options under the 2001 Plan available for grant at December 31, 2003 was 1,347.

The Company's Board of Directors approved
the 1998 Stock Option Plan (the "1998 Plan"). The 1998 Plan covers two types of
options: incentive stock options and non-qualified stock options. The aggregate
number of shares that may be issued pursuant to the 1998 Plan may not exceed
2,000 shares. The exercise price for the options shall be determined by the Plan
administrator at the date of grant, but shall not be less than the fair market
value of the stock at the date of grant. The option period can be no more than
10 years and the options will vest over a period of time determinable by the
Board of Directors. The number of options under the 1998 Plan available for
grant at December 31, 2003 was 1,070.

F-20

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 9  EQUITY (Continued)

During the years ended December 31, 2003 and 2002, the Company issued options to purchase 620 and 515 shares of the Company's common stock, respectively, under the 2001 Plan, and the Company issued options to purchase
500 and 50 shares of the Company's common stock, respectively, under the 1998 Plan. During the year ended December 31, 2003 and 2002, $0 and $11, respectively, of compensation expense was recognized in the accompanying consolidated statements
of operations for options issued to employees under APB 25.

During the year ended December 31, 2001, the Company entered into Restricted Stock Purchase Agreement in which it granted to an officer the right to purchase 500 shares of common stock of the Company, $0.01 par value, at a
price of $1.25 per share, subject to the terms and conditions of the Company's 2001 Plan. The purchase and sale of the stock would occur as designated by the Company, but not later than April 2, 2011. The stock is subject to the rights and
options of the Company to repurchase the stock, as defined.

There were no options issued to non-employees during 2003. During 2002, the Company issued options to purchase 50 shares of the Company's common stock at $1.50 per share (which was above the fair market value on the
date of grant) to a non-employee, valued at $64 under SFAS No. 123.

The fair value of each option granted during 2003 and 2002 to consultants and outside service providers is estimated at the date of grant using the Black-Scholes option pricing model with the following weighted average
assumptions for 2003 and 2002: risk-free interest rates of 1.40% and 2.97%, respectively; no dividend yield; volatility of 63% and 137%, respectively; and a weighted average expected life of the option of 1 year and 5 years, respectively.

The Black-Scholes option valuation method was developed for use in estimating the fair value of traded options, which have no vesting restrictions and are fully transferable. In addition, the option valuation model requires
input of highly subjective assumptions including the expected stock price volatility. Because the Company's employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input
assumptions can materially affect the fair value estimate, in management's opinion, the existing model does not necessarily provide a reliable single measure of the fair value of its employee stock options.

The following summarizes the Company's stock option transactions under the stock option plan for the years ended December 31, 2003 and 2002:

WeightedAverageNumber of
   
   Exercise PriceOptions
   
   Per ShareOutstanding, January 1, 2002
   1,409
   
   $
   1.09Granted
   565
   
   
   1.43Exercised
   (50)
   
   
   1.25Canceled
   (487)
   
   
   0.83Outstanding, December 31, 2002
   1,437
   
   
   1.31Granted
   1,120
   
   
   1.94Exercised
   -
   
   
   -Canceled
   (57)
   
   
   1.50Outstanding, December 31, 2003
   2,500
   
   $
   1.59Exercisable at December 31, 2002
   972
   
   $
   1.24Exercisable at December 31, 2003
   1,473
   
   $
   1.43Weighted average fair value ofoptions granted:
   2002
   
   $
   1.662003
   
   $
   1.03


F-21

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 9  EQUITY (Continued)

The following table summarizes the outstanding and exercisable stock options grouped by range of exercise prices as of December 31, 2003:

Options Outstanding
   
   Options ExercisableWeightedAverage
   WeightedRange of
   
   Remaining
   Average
   
   
   WeightedExercise
   
   Contractual
   Exercise
   
   
   AveragePrices
   Number
   Life
   Price
   
   Number
   Exercise Price$0.41 to $1.10
   47
   0.2 years
   0.85
   
   47
   0.851.25 to $1.50
   1,313
   4.4 years
   1.31
   
   1,121
   1.281.60 to $2.10
   1,140
   9.5 years
   1.94
   
   305
   2.07


Warrants

From time to time, the Company issues warrants pursuant to various consulting and third party agreements.

During the year ended December 31, 2003, 67 warrants were issued as a cashless exercise for a net 33 shares of the Company's common stock.

During the year ended December 31, 2003, the Company issued 25 warrants to purchase shares of the Company's common stock to consultants relating to the acquisition of SE (see Note 2) and 250 warrants to the former
partners of FSS in connection with the acquisition of FSS (see Note 2) (see "Common Stock" section above). These warrants were valued at $305 and are capitalized as part of the purchase price allocation for SE and FSS. During the year
ended December 31, 2003, the Company recorded a prepaid expense of $49 for the fair value of 50 warrants issued for consulting fees related to American Stock Exchange listing. In addition, the Company committed to issue an additional 559 warrants to
a third party in connection with the acquisition of SE. These warrants were valued at $342 and are recorded as part of stocks/warrants to be issued in additional paid-in capital in the accompanying consolidated balance sheet at December 31, 2003.
These warrants are not reflected in the total, as they have not been granted at December 31, 2003.

During the year ended December 31, 2002, the Company issued 125 warrants to purchase shares of the Company's common stock to lenders (see Note 8), 293 warrants to the former stockholders of PWS in connection with the
acquisition of PWS (see Note 2), 1,000 warrants to investors (see "Common Stock" section above), and 75 warrants to various consultants. The warrants to consultants were valued at $141 and are recorded to expense ratably over the term of
the respective agreements. For the year ended December 31, 2002, $20 has been expensed and $121 was expensed in 2003.

F-22

---



HOME SOLUTIONS OF AMERICA, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 9  EQUITY (Continued)

The following summarizes the Company's warrant transactions for the years ended December 31, 2003 and 2002:

WeightedAverageNumber of
   
   Exercise PriceWarrants
   
   Per ShareOutstanding, January 1, 2002
   296
   
   $
   1.50Granted
   1,543
   
   
   0.95Exercised
   -
   
   
   -Canceled
   -
   
   
   -Outstanding and exercisable,December 31, 2002
   1,839
   
   
   1.04Granted
   275
   
   
   1.82Exercised
   (67)
   
   
   1.50Canceled
   (125)
   
   
   1.50Outstanding and exercisable,December 31, 2003
   1,922
   
   $
   1.10Weighted average fair value ofwarrants granted:
   2002
   
   $
   1.392003
   
   $
   1.82


The following table summarizes information about warrants outstanding as of December 31, 2003:

Warrants Outstanding and ExercisableWeighted
   WeightedRange of
   
   
   Average
   AverageExercise
   
   
   Remaining
   ExercisePrices
   
   Number
   Contractual Life
   Price$
   0.01
   
   318
   3.9 years
   $
   0.01$
   1.00
   
   1,000
   3.9 years
   $
   1.00$1.50 - $2.00
   
   554
   2.4 years
   $
   1.75$
   3.00
   
   50
   3.6 years
   $
   3.00


The fair value of each warrant granted during 2003 and 2002 for services is estimated using the Black-Scholes option pricing model on the date of grant using the following assumptions: (i) no dividend yield, (ii) average
volatility of 63% and 137%, (iii) weighted average risk free interest rate of approximately 1.40% and 2.97%, and (iv) average expected life of 1 year and 5 years.





F-23

---



HOME SOLUTIONS OF AMERICA, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Dollars and Shares in Thousands, Except Per Share Data)

For The Year Ended December 31, 2003

NOTE 10 - INCOME TAXES

The provision for income taxes in the accompanying consolidated financial statements consists of the following for the years ended December 31:

2003
   
   2002Current:Federal
   $
   -
   
   $
   -State
   
   -
   
   
   -Deferred:Federal
   
   32
   
   
   -State
   
   -
   
   
   -32
   
   
   -$
   32
   
   $
   -


The reconciliation of the effective income tax rate to the Federal statutory rate is as follows for the years ended December 31:

2003
   
   2002Federal income tax rate
   (34.0)%
   
   (34.0)%State and local income tax rate, net of Federal effect
   (5.0)%
   
   (5.0)Increase in valuation allowance
   43.8 %
   
   39.0Effective income tax rate
   4.8%
   
   -%


Deferred tax assets and liabilities reflect the net tax effect of temporary differences between the carrying amount of asset and liabilities for financial reporting purposes and amounts used for income tax purposes.
Significant components of the Company's deferred tax assets are as follows as of December 31, 2003:

Deferred tax assets:Loss carryforwards
   $
   5,330Reserves and accruals
   
   80Depreciation
   
   (55)Less: valuation allowance
   
   (5,355)Net deferred tax assets
   $
   -


The valuation allowance increased by $293 and $191 during the years ended December 31, 2003 and 2002, respectively.

At December 31, 2003, the Company had Federal net operating loss carryforwards of approximately $15,500. Net operating loss carryforwards expire starting in 2016 through 2023. Per year availability may be subject to change
of ownership limitations under Internal Revenue Code Section 382.

F-24

---



HOME SOLUTIONS OF AMERICA, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 11 - LITIGATION, COMMITMENTS AND CONTINGENCIES

Litigation

The nature and scope of the Company's business operations bring it into regular contact with the general public, a variety of businesses and government agencies. These activities inherently subject the Company to potential
litigation, which are defended in the normal course of business. At December 31, 2003, there were various claims and disputes incidental to the business. The Company believes that the disposition of all such claims and disputes, individually or in
the aggregate, should not have a material adverse affect upon the Company's financial position, results of operations or cash flows. As of December 31, 2003, the Company has not been named as a responsible party for any environmental issues under
the Federal Superfund Law.

Pursuant to an indemnification agreement between the Company and Spruce, the Company settled a claim brought by CIT Group/Equipment Financing, Inc. ("CIT") filed in the United States District Court for the Eastern
District of Missouri. The CIT settlement agreement requires Spruce to make certain payments to the plaintiffs, which Spruce has made through the filing date of this Form 10-KSB. In the event that Spruce fails to make the remaining settlement
payments, the plaintiffs could seek satisfaction of their $713 consent judgment against the Company, in which case the Company would have to seek indemnification from Spruce. At this time, Spruce owes approximately $80,000 to CIT.

The Company has accrued $56 in the accompanying consolidated financial statements related to the above proceedings. Based on management's analysis, the Company believes these amounts will be sufficient to cover any
potential losses that may occur.

Employment Agreements

The Company has entered into an employment contract with one executive officer. The contract entered into in December 2003 provides for annual salary totaling $150 and expires in July 2006. It contains certain severance
payment upon termination of employment (except for cause), as defined.

Consulting Agreements

The Company has entered into a variety of consulting agreements for services to be provided to the Company in the ordinary course of business. These agreements call for option grants and/or common share issuances and
various payments upon performance of services and/or termination of the agreements (except for cause).

Settlement Agreement

The Company entered into a release effective as of February 20, 2002, by and among PTP, the Company, and Sullivan, a stockholder of the Company and former employee and stockholder of PTP. The
release settled certain
disputes among the parties related to the Company's acquisition of PTP from Sullivan on June 29, 2001, and the termination of Sullivan's employment with PTP on November 1, 2001. Pursuant to the
release, Sullivan received approximately $464 cash,
comprised of approximately $107 as severance for the termination of his employment with PTP, and approximately $357 as payment in full of a promissory note issued by PTP to Sullivan on June 29, 2001. Also, approximately $42 of
liabilities of PTP that Sullivan had personally guaranteed were paid off in full. The
release required Sullivan to transfer 1,800 of his 2,000 shares of the Company's common stock back to the Company (see Note 2).

Indemnities and Guarantees

The Company has made certain indemnities and guarantees, under which it may be required to make payments to a guaranteed or indemnified party, in relation to certain transactions.  The Company indemnifies its directors,
officers, employees and agents to the maximum extent permitted under the laws of the State of
Delaware. In connection with its facility leases, the Company has indemnified its lessor for certain claims arising from the use of the facilities. In
connection with certain of its debt, stock purchase and other agreements, the Company has indemnified lenders, sellers, and various other parties for certain claims arising from the Company's breach of representations, warranties and other
provisions contained in the agreements.  The duration of the guarantees and indemnities do not provide for any limitation of the maximum potential future payments the Company could be obligated to make. Historically, the Company has not been
obligated to make any payments for these obligations and no liabilities have been recorded for these indemnities and guarantees in the accompanying consolidated balance sheet.

F-25

---



HOME SOLUTIONS OF AMERICA, INC. 
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 
(Dollars and Shares in Thousands, Except Per Share Data) 
For The Year Ended December 31, 2003

NOTE 12 - RELATED PARTY TRANSACTIONS

The Company is involved in various related party transactions. These transactions are summarized as follows:

During the year ended December 31, 2003, the Company borrowed $250 from an affiliate of a stockholder of the Company. The unpaid balance of $250 and accrued and unpaid interest is due September 2004. In March of 2004, the
Company paid $125 in principal and $21 in accrued and unpaid interest. The Company recorded $16 of interest expense for the year ended December 31, 2003 related to the borrowings.

The Company has a note payable to a related party for the purchase of the land and building for the Company's corporate headquarters. The note is secured by a deed of trust, accrues interest at 12% per annum, payable
monthly and the unpaid balance of $750 and accrued and unpaid interest is due September, 2004. Interest expense on the note was $90 and $22 for the years ended December 31, 2003 and 2002, respectively.

Pursuant to a Management Services Agreement
effective May 1, 1999, between American Eco Corporation ("AEC") and the Company, AEC had agreed to provide certain services to the Company in exchange for a management
fee to be paid on a monthly basis. The services included providing the Company with management guidance in addition to guaranteeing certain of the Company's obligations with its creditors, in order to allow the Company to receive favorable
terms with its creditors. The agreement provided for a monthly payment of $40. The Company believes that AEC did not perform its responsibilities under the management agreement and it is contesting the validity of the agreement. At December 31,
2001, the Company had recorded $1,370 of accrued expenses payable to AEC. During the year ended December 31, 2002, the Company recorded no monthly expense and wrote-off $1,295 of the amounts due to other income (expense) in the accompanying
consolidated statements of operations as management believes the Company has no liability for these fees as no services were rendered. At December 31, 2003 and 2002, the Company has $0 and $75 of accrued liabilities recorded in due to related party
in the consolidated balance sheet related to this matter.

During the year ended December 31, 2002, an advance of $80 was made to an officer of the Company. The advances are non-interest bearing and are due on demand. The outstanding balance at December 31, 2003 and 2002 was $44
and $60, respectively.

NOTE 13  SUBSEQUENT EVENTS

In January 2004, the Company raised $4,000 in a private placement with Laurus
Master Fund, Ltd. ("Laurus"). The placement included two promissory notes -- a secured convertible minimum borrowing note in the
original principal amount of $1,500 (the "Convertible Note") and a secured revolving note in the original principal amount of $2,500 (together, the
"Notes"). The Notes earn interest at the prime rate plus 2.5%, are secured by all
of the assets of the Company, and the Convertible Note can be converted into shares of common stock at a fixed conversion of price of $1.88 per share. These notes have a two-year term. Estimated costs of this financing of approximately $490 will be
amortized as additional interest expense over the two-year life of the agreement.

In March 2004, the Company raised $2,000 in
a private placement of 80 shares of Series A Preferred Stock, $.001 par value
per share ("Preferred Stock"). Dividends on the Preferred Stock are payable
semi-annually at a rate of 8% per annum, in cash or common stock, at the option
of the Company. The Preferred Stock converts into common stock at a conversion
rate of $1.25 for each share of common stock at the option of the holder or
automatically after two years, as defined. Purchasers of the Preferred Stock
received Series A Warrants to purchase common stock at an exercise price of
$1.75 per share, expiring 90 days from the effective date of their registration
statement, and Series B Warrants to purchase common stock at an exercise price
of $2.25 per share, expiring March 2009. In the event of a liquidation,
dissolution or winding up of the affairs of the Company, whether voluntary or
involuntary, the holders of the Preferred Stock are entitled to receive, out of
the assets of the Company available for distribution to its stockholders, an
amount equal to $25 per share of the
Preferred Stock plus any accrued and unpaid dividends before any payment is made
or any assets distributed to the holders of the common stock.  Estimated costs of this transaction of $854 will be amortized as additional dividends over the two-year maximum life of the preferred stock.

In March 2004, the Company signed one letter of intent to acquire a specialty residential services company for approximately $10,000. (See
"Current Letters of Intent")

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