UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

            (Mark One)

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

          For the quarterly period ended September 30, 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.
--------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)

                Delaware                           99-0273889
     ------------------------------             -------------------
     (State or Other Jurisdiction of              (IRS Employer
     Incorporation or Organization)             Identification No.)


                     11850 Jones Road, Houston, Texas 77070
--------------------------------------------------------------------------------
                    (Address of Principal Executive Offices)

                                 (281) 970-9859
--------------------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area Code)


--------------------------------------------------------------------------------
              (Former Name, Former Address and Former Fiscal Year,
                          if Changed Since Last Report)


     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
                                                                      ---    ---
     The number of shares outstanding of the registrant's common stock, $.001
par value per share, as of November 13, 2003 was 12,524,991 shares.

     Transitional Small Business Disclosure Format: Yes        No   X
                                                        ------   ------

<PAGE>

                                     PART I
                              FINANCIAL INFORMATION

Item 1.  Financial Statements.

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

                                                                      Sept. 30,
                                                                        2003
                                                                     -----------
                                                                     (unaudited)
ASSETS
Current assets:
   Cash                                                                $   216
   Accounts receivable, net of allowance for doubtful
   accounts of $67                                                       2,662
   Inventories                                                             128
   Prepaid expenses and other current assets                               469
                                                                       -------
       Total current assets                                              3,475

Property and equipment, net of accumulated depreciation of $297          2,457


Goodwill                                                                12,428


Deferred income taxes                                                       32


Due from related party                                                      49


Other assets                                                               266
                                                                       -------

                                                                       $18,707
                                                                       =======

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
   Accounts payable and accrued expenses                               $ 2,023
   Due to related party                                                     12
   Line of credit borrowings                                               522
   Current portion of long-term debt                                     1,404
   Current portion of capital lease obligations                            133
   Notes payable                                                           664
   Notes payable to related party                                        1,000
                                                                       -------
       Total current liabilities                                         5,758

Long-term liabilities:
   Long-term debt, net of current portion                                4,546
   Capital lease obligations, net of current portion                       123
                                                                       -------
       Total liabilities                                                10,427
                                                                       -------

Commitments and contingencies

Stockholders' equity:
   Common stock, $0.001 par value, 50,000 shares authorized;
     12,525 shares issued and outstanding                                   12
   Additional paid-in capital                                           30,463
   Accumulated deficit                                                 (22,195)
                                                                       -------
       Total stockholders' equity                                        8,280

                                                                       $18,707
                                                                       =======

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

                                       1
<PAGE>

                        HOME SOLUTIONS OF AMERICA, INC.
                     CONSOLIDATED STATEMENTS OF OPERATIONS
                    (In Thousands, Except Per Share Amounts)
                                  (Unaudited)

<TABLE>
<CAPTION>
                                                Three Months Ended           Nine Months Ended
                                                     Sept. 30,                  Sept. 30,
                                               --------------------        ---------------------
                                                2003          2002          2003           2002
                                               ------        ------        ------         ------
<S>                                          <C>           <C>           <C>           <C>

Net Sales                                    $  3,583      $     --      $ 10,565      $      --
                                               ------        ------        ------         ------

Costs and expenses
 Cost of sales
                                                1,734            --         5,518             --
 Selling, general and administrative
 expenses                                       1,658           434         4,881          1,331
                                               ------        ------        ------         ------
                                                3,392           434        10,399          1,331
                                               ------        ------        ------         ------

Operating income  (loss)                          191          (434)          166         (1,331)
                                               ------        ------        ------         ------


Other income (expense):
 Gain (loss) on sale of assets                    (30)           (7)           34             (7)
 Interest income                                   --            60             1            123
 Interest expense                                (125)           (9)         (483)           (13)
 Other income                                       7           115           163          1,220
                                               ------        ------        ------         ------
  Total other income (expense)                   (148)          159          (285)         1,323
                                               ------        ------        ------         ------

  Income (loss) from continuing
    operations before income taxes                 43          (275)         (119)            (8)

Income taxes                                       --            --            --             --

Loss from discontinued operations
(including loss on
 disposal of $104)                                 --            --            --           (247)
                                               ------        ------        ------         ------

Net income (loss)                            $     43      $   (275)     $   (119)     $    (255)
                                               ======        ======        ======         ======

Income (loss) per share from
 continuing operations
 Basic and diluted                           $   0.00      $  (0.03)     ($  0.01)     $    0.00
Loss from discontinued operations
 Basic and diluted                           $     --      $     --       $    --      $   (0.03)

Net income (loss) per share
 Basic and diluted                           $   0.00      $  (0.03)     ($  0.01)     $   (0.03)

Weighted average number of common shares
outstanding
 Basic                                         12,400         9,272        11,610          9,593
 Diluted                                       14,285         9,272        11,610          9,593
                                               ------        ------        ------         ------
</TABLE>

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

                                       2
<PAGE>

                     HOME SOLUTIONS OF AMERICA, INC.
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
                             (In Thousands)
                               (Unaudited)
<TABLE>
<CAPTION>
                                                            Nine Months Ended
                                                                 Sept. 30,
                                                           --------------------
                                                              2003       2002
                                                           ---------  ---------
<S>                                                        <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss                                                   $  (119)     $  (255)
Adjustments to reconcile net loss to net cash
provided by (used in)
    operating activities:
         Depreciation and amortization                         427           15
         Provision (benefit) for doubtful accounts             (27)          --
         Loss on sale of assets                                 --            7
         Loss on sale of PTP                                    --          104
         (Gain) loss on sale of assets                         (34)          --
         Gain on extinguishment of debt                       (152)          --
         Stock-based compensation                              102           --
         Changes in operating assets and
         liabilities, net of acquisitions
             and divestitures-
                  Accounts receivable                        1,066          284
                  Costs and estimated earnings in
                  excess of billings on jobs in
                             progress, net                      --            6
                  Prepaid expenses and supplies                 39          (89)
                  Other assets                                 (58)          --
                  Accounts payable and accrued
                  liabilities                                  (88)      (1,547)
                  Due to related party                         (75)          --
                                                           ---------  ---------

  Net cash provided by (used in) operating
activities                                                   1,081       (1,475)
                                                           ---------  ---------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Principal payments received on notes receivable               --          123
  Proceeds from sale of property and equipment                  64           --
  Cash transferred in sale of PTP                               --         (198)
  Acquisition of Fiber Seal Systems, LP, net of
  cash acquired of $6                                         (134)          --
  Acquisition of Central Texas Residential
  Services, Inc.                                              (140)          --
  Fees paid for pending acquisitions                           (30)        (450)
  Advances from related party, net                              11           --
  Purchases of property and equipment                         (101)        (169)
                                                           ---------  ---------

  Net cash used in investing activities                       (330)        (694)
                                                           ---------  ---------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Net repayments on line of credit                              (6)          --
  Proceeds from notes payable to related party                 250           --
  Proceeds from notes payable                                  250          200
  Principal payments on notes payable                         (158)          --
  Principal payments on long-term debt and capital
  leases                                                    (1,136)        (227)
                                                           ---------  ---------

  Net cash used in financing activities                       (800)         (27)
                                                           ---------  ---------

NET DECREASE IN CASH                                           (49)      (2,196)

CASH AT BEGINNING OF PERIOD                                    265        2,210
                                                           ---------  ---------


                                       3
<PAGE>
CASH AT END OF PERIOD                                      $   216      $    14
                                                           =======      =======

Supplemental disclosures of cash flow information
  Cash paid for:
      Interest                                             $   115      $    13
      Income taxes                                         $    --      $    --

Supplemental schedule of non-cash investing and
financing activities:
  Fixed assets acquired through capital lease
  obligations                                              $    15      $    --
   Fixed assets acquired through notes payable             $   100      $    --
  Issuance of stock for settlement of obligations          $ 2,242      $    --
  Disposal of assets for settlement of obligations         $   786      $    --
  Disposal of capital lease obligations for                $   101      $    --
  settlement of obligations
  Interest expense converted to long-term debt             $   124      $    --
  Fair market value of warrant issued for American
  Stock Exchange listing fees                              $    49      $    --
  Issuance of stock for acquisitions                       $ 1,327      $    --
   Issuance of note payable for acquisition                $   520      $    --
   Insurance policy financed                               $    53      $    --
   Common stock returned as settlement                     $    --      $ 2,628
</TABLE>

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


                                       4
<PAGE>



                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)



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

                  Company Description and Nature of Operations

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 will provide services such
as cleaning and fabric protection,  fire and water restoration,  and residential
renovation sales.

In November 2002, Home Solutions acquired PW Stephens,  Inc. ("PWS"), a provider
of  residential  and light  commercial  indoor  air  remediation  services,  for
$13,402,  consisting  of cash,  the exchange of certain  assets,  seller  notes,
commissions and other costs. These operations are included in our 2003 financial
results.  In July 2003,  the Company  closed the  acquisition  of Central  Texas
Residential Services, Inc. ("CTRS") and Fiber Seal Systems, LP ("FSS"). CTRS and
FSS operations are included in our 2003 financial results,  beginning July 2003.
Currently, a letter of intent is outstanding for Quality Interiors, Inc. and for
Southern   Exposure  (See  Note  2).  The  Company  is  aggressively   acquiring
complementary specialty residential services businesses as part of its announced
strategy.

The accompanying unaudited,  interim consolidated financial statements have been
prepared by the  Company in  accordance  with  accounting  principles  generally
accepted in the United States of America and  Regulation  S-B, as promulgated by
the  Securities  and  Exchange  Commission.  Certain  information  and  footnote
disclosures  normally  included  in audited  financial  statements  prepared  in
accordance with accounting principles generally accepted in the United States of
America have been condensed or omitted. Accordingly,  these interim consolidated
financial   statements   should  be  read  in  conjunction  with  the  Company's
consolidated  financial  statements  and  related  notes  as  contained  in  the
Company's  annual report on Form 10-KSB for the year ended December 31, 2002. In
the opinion of management, the interim consolidated financial statements reflect
all  adjustments,  including normal  recurring  adjustments,  necessary for fair
presentation of the interim periods presented. The results of operations for the
three and nine months ended September 30, 2003 are not necessarily indicative of
results of operations to be expected for the full year.

                           Principles of Consolidation

The accompanying  consolidated financial statements include the accounts of Home
Solutions of America,  Inc. and its wholly owned  subsidiaries.  All significant
intercompany transactions and balances have been eliminated in consolidation.

                                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.

                                    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".  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  undiscounted
operating  cash  flows.  If an  impairment  of the  carrying  value  were  to be
indicated  by this  review,  the  Company  would  adjust the  carrying  value of
goodwill to its estimated fair value.

                               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, 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 September  30, 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.

                                  Other Assets

During the nine months ended  September  30, 2003,  the Company  prepaid cash of
$60,  accrued $7 in accounts  payable and issued a warrant to purchase 50 shares
of the  Company's  stock at $3 per share for  American  Stock  Exchange  initial
listing fees and related consulting fees. The warrant vests immediately, expires
in July 2007, and is valued at $49 (using the Black-Scholes option pricing model
on the date of grant). The Company will amortize this total prepaid cost of $116
over a 3-year  period,  which is the  management's  estimate  of the  period  of
benefit.  During the nine months ended September 30, 2003, the Company amortized
$10 of this prepaid cost to selling,  general and administrative expenses in the
accompanying consolidated statements of operations.


                                       5
<PAGE>

                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)


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

                               Revenue Recognition

Since the purchase of PWS, revenue is recognized at the time the contract and
related services are performed.

Prior to that time, the Company  reported  revenues from fixed priced  contracts
using the  percentage of completion  method for  financial  reporting  purposes.
Under the percentage of completion  method,  revenues with respect to individual
contracts were  recognized in the proportion that costs incurred to date bore to
total  estimated  costs.  Revenue and cost  estimates  were  subject to revision
during the terms of the contracts, and any required adjustments were made in the
periods  in  which  the  revisions  become  known.  Provision  was  made,  where
applicable,  for the entire  amount of future  estimated  losses on contracts in
progress when such losses were determined. General and administrative costs were
not allocated to contract costs and were charged to expense as incurred.

The Company recognized revenues from time and materials contracts and consulting
services as those  services were  performed.  Advance  payments made under these
contracts  were  recorded as deferred  revenue and  recognized  when the related
services were 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 September 30, 2003, the Company
has two stock-based employee  compensation plans, which are described more fully
in Note 4.  During  the nine  months  ended  September  30,  2003 and  2002,  no
compensation expense was recognized in the accompanying  consolidated statements
of  operations  for  options  issued to  employees  pursuant to APB 25. No other
stock-based employee compensation cost is reflected in the three and nine months
ended September 30, 2003 and 2002, as all options granted in these periods ended
under those plans had either exercise prices equal to or greater than the market
value of the underlying  common stock on the date of grant or the vesting period
starts after the three and nine months ended  September  30, 2003 and 2002.  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:

<TABLE>
<CAPTION>
                                                Three Months Ended           Nine Months Ended
                                                     Sept. 30,                  Sept. 30,
                                             ----------------------      -----------------------
                                               2003          2002          2003           2002
                                             --------      --------      --------      ---------

<S>                                          <C>           <C>           <C>           <C>
Net income (loss) as
reported                                     $     43      $   (275)     $   (119)     $    (255)

Deduct: Total stock-based employee
compensation expense under APB 25                  --            --            --             --


Add: Total stock-based employee
compensation expense under fair value
based method for all awards, net of
related tax effects                              --             (55)          (77)          (226)
                                             --------      --------      --------      ---------
Pro forma net income
(loss)                                       $     43      $   (330)     $   (196)     $    (481)
                                             ========      ========      ========      =========
Basic and diluted
income (loss) per share
- as reported                                $   0.00      $  (0.03)     $  (0.01)     $   (0.03)
                                             ========      ========      ========      =========
Basic and diluted loss
per share - pro forma                        $   0.00      $  (0.04)     $  (0.02)         (0.05)
                                             ========      ========      ========      =========
</TABLE>



                                  Other Income

During the nine months ended September 30, 2003, the Company  recognized  income
of $152 from  extinguishment  of old accounts  payable balances of the Company's
inactive  subsidiary that is no longer legally  collectible by the vendors.  The
income is recorded in other income in the accompanying  consolidated  statements
of 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.

                                       6
<PAGE>

                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)


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

                                 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  antidilutive
effect on earnings.  As of September  30,  2002,  the Company had the  following
potentially dilutive securities that would affect loss per share if they were to
be dilutive:

                                           2002
                                        -------
Options                                     347
Warrants                                     18
                                        -------

                                            365
                                        =======



                                Business Segments

The Company currently operates in two segments,  restoration services, including
indoor  air  contaminate   abatement  for   residential  and  light   commercial
properties,  and cleaning and fabric protection services,  including selling and
franchising the Fiber-Seal(R)  furniture care system. For the periods presented,
cleaning  and fabric  protection  services  revenues  are less than 10% of total
revenues; therefore, segment disclosures are not presented herein.

NOTE 2 - DISPOSITIONS AND ACQUISITIONS

On  February  22,  2002,  the  Company  sold all of its shares of Point To Point
Network Services, Inc. ("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 had
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. The Note was assigned to the former
stockholder  of PWS in  connection  with the  acquisition  of PWS on November 1,
2002.  PTP had  revenues  of $253 and  incurred a loss from  operations  of $143
during the first  quarter of 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.  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 on the date of acquisition.

Commensurate with the announcement in August 2002 of the Company's strategy of
acquiring companies in the specialty residential services industry, on December
27, 2002, 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                                                                   $ 1,000
Notes payable                                                            8,809
Assignment of notes receivable                                           1,175
Cancellation of note receivable                                          1,154
Value of warrants                                                          425
Commissions, legal, accounting and other costs                             839

                                                                       -------
                                                                        13,402
                                                                       =======

                                       7
<PAGE>

                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)

The purchase price was allocated as follows:

Current assets                                                         $ 4,386
Property and equipment                                                   2,022
Other long-term assets                                                     160
Current liabilities                                                     (2,552)
Long-term liabilities
                                                                        (1,429)
                                                                       -------
Estimated fair value of tangible net assets acquired                     2,587
Goodwill and other intangible assets                                    10,815
                                                                       -------
                                                                        13,402
                                                                       =======


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 September  30,
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 2003 to  determine  final  purchase
price allocation.

In July 2003,  the Company  acquired  Central Texas  Residential  Services,  Inc
("CTRS") for 850 shares of common stock,  600 shares of which are held in escrow
pending  CTRS  reaching  certain  financial  targets.  The  600  shares  are not
considered outstanding by the Company as the contingency has not been satisfied.

In July 2003, the Company acquired Fiber Seal Systems, LP ("FSS") for 300 shares
of common  stock,  a  promissory  note of $520,  and a warrant to  purchase  250
additional  shares of the  Company.  The 250 warrants 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.

The purchase price of CTRS and FSS was comprised of the following:

550 shares of the Company's common stock                               $ 1,327
Notes payable (see Note 3)                                                 520
Commissions and other costs                                                280

                                                                       -------
                                                                         2,127
                                                                       =======


The purchase price of CTRS and FSS was allocated as follows:

Current assets                                                         $   105
Property and equipment                                                     432
Current liabilities                                                        (23)
                                                                       -------
Estimated fair value of tangible net assets acquired                       514
Goodwill and other intangible assets                                     1,613
                                                                       -------

                                                                       $ 2,127
                                                                       =======

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 September  30,
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.

The accompanying consolidated financial statements include the operations of PWS
from  November 1, 2002 forward and CTRS and FSS since July 2003.  The following
unaudited pro forma information presents the results of operations for the three
and nine months ended  September 30, 2003 and 2002,  as though the  acquisitions
had occurred on January 1, 2002:

<TABLE>
<CAPTION>
                                               Three Months Ended           Nine Months Ended
                                                  September 30,                September 30,
                                               2003          2002          2003           2002
                                             --------      --------      --------         ------
<S>                                          <C>           <C>           <C>              <C>
Revenue                                      $  3,781      $  4,035      $ 11,135         11,456
Net income (loss)                                  60             6          (184)           771
Earnings (loss) per share                        0.00          0.00         (0.01)          0.06
</TABLE>



                                       8
<PAGE>

                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)

Letters of Intent

The following letters of intent are currently outstanding at the time of this 10
Q filing:

Quality  Interiors,  Inc.  In June 2003,  the Company  entered  into a letter of
intent to acquire Quality Interiors,  Inc., a company that provides  restoration
services, for $6,750 in total consideration,  including: (i) 1,333 common shares
of Home Solutions and (ii) $2,750 in cash or seller note.

SE, Inc. In October 2003, the Company entered into a letter of intent to acquire
SE,  Inc.  and  related   companies.   SE,  Inc.  provides   specialty  interior
installation  services in the  southeastern  portion of the United  States.  The
purchase  price is $9,500 in total  consideration,  including:  (i) 1,000 common
shares of Home Solutions; (ii) $4,500 in seller notes and (iii) $2,500 in cash.

These acquisitions are expected to close in the fourth quarter of 2003; however,
they are subject to the satisfactory completion of our due diligence review, and
the  successful  negotiation  and execution of definitive  purchase  and/or loan
agreements,  which will contain numerous conditions to closing.  There can be no
assurance that we will be able to consummate these transactions.

We will  continue to  aggressively  pursue the  acquisition  of  companies  that
provide specialty  residential  services as we proceed with our growth strategy.
Our ability to acquire  such  businesses  will be  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.


NOTE 3 - SHORT-TERM AND LONG-TERM DEBT

Short-Term Debt

In the nine months ended  September  30, 2003,  the Company  borrowed a total of
$500,  of which $250 was from an affiliate of a  stockholder  of the Company and
$250 from two  unrelated  entities,  to fund general  working  capital.  Of this
amount,  $153 has been repaid to the unrelated entity.  The remaining balance of
$250 from a related party has been renewed and extended  until December 2003 and
the balance of $97 to unrelated entities was renewed and extended until December
2003. These notes bear interest at rates between 8% and 18%.

The Company has a $750 note payable to a related party,  dated October 29, 2002,
secured by a deed of trust,  which  bears  interest  of 12% per  annum,  payable
monthly and the balance due on October 29, 2003.  This note was  extended  until
December 2003

The Company is currently  negotiating a new credit  facility to  re-finance  its
existing indebtedness of $1,255 (line of credit borrowings of $522 and term loan
of $733) at a financial institution, which expired January 28, 2003 (see below).

The Company has a $520 note to Amherst Merritt International, the seller of FSS,
due at the earlier of 12/31/03 or the date in which the Company completes a debt
or equity offering of at least $2,000. Interest is computed at the prime rate.

In June  2003,  the  Company  converted  $2,242  in  seller  debt  from  the PWS
transaction into 862,479 shares of common stock of the Company. In addition, the
Company renewed and extended a $1,500 payment due in March 2003 to the seller of
PWS into a $1,554  promissory  note payable  quarterly  over the next five years
with an  interest  rate of 6%. In  addition,  as part of this  transaction,  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.


                                       9
<PAGE>


                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)


NOTE 3 - SHORT-TERM AND LONG-TERM DEBT, continued

Long-Term Debt
Long-term debt consists of the following as of September 30, 2003:

         Note  payable to seller,  interest  at 6%,
         interest  due  monthly  beginning  July 1,
         2003,   principal   payments  of  $74  due
         quarterly   beginning  November  1,  2003,         $1,514
         with final payment of remaining  principal
         plus  unpaid  interest on November 1, 2008
         secured  by  substantially  all the assets
         of the  Company.  The note  guaranteed  by
         PWS and is  subordinated  to PWS's  credit
         facility  of $1,500  or any other  loan of
         up  to  $3,500  obtained  by  PWS  or  the
         seller.

         Note  payable to seller,  net of  discount
         of $110, zero coupon,  imputed interest at
         5%,  principal  and  interest due in equal          1,070
         monthly   installments   of  $24   through
         October  2007,  secured  by  substantially
         all the assets of the Company.

         Note payable to seller,  interest starting
         June 5, 2003 at one-month  LIBOR (1.31% at
         June  30,   2003)   plus   1%,   principal
         payments  of  $107  due   quarterly   plus
         interest  beginning November 1, 2003, with          2,242
         final   payment   of  $107   plus   unpaid
         interest on  November 1, 2008,  secured by
         substantially  all  of the  assets  of the
         Company.  The note is convertible into the
         Company's  common  stock  at  market,   is
         guaranteed by PWS, and is  subordinated to
         PWS's  credit  facility  of  $1,500 or any
         other  loan of up to  $3,500  obtained  by
         PWS or the seller.

         Note  payable to a financial  institution,
         bearing  interest at prime  (4.25% at June
         30,  2003) plus 0.75%,  monthly  principal
         payments  of $18 plus  interest,  maturing
         on January 28, 2007.  The Company  expects
         to  replace  the  note   payable   through            733
         additional    financing    from    another
         institution.  The  Company  must  maintain
         certain    financial   and   non-financial
         covenants.  This  note  is  guaranteed  by
         the former stockholder of PWS.

         Note   payable  to  seller,   interest  at
         2.25%,  principal payments due as accounts
         receivable    securing    the   note   are
         collected,  remaining  amount (if any) due            213
         April 1, 2003.  The  Company is  currently
         in the process of renegotiating  the terms
         of this note to extend the maturity date.

         Note   payable   to   various    financial
         institutions,  collateralized  by  various
         automobiles,  bearing  interest at various
         annual  interest  rates ranging from prime
         plus   0.75%  to  7.66%,   principal   and            178
         interest  payable in monthly  installments         ------
         ranging from $0.70 to $1.7  through  March
         28, 2009.

                                                             5,950

         Less current portion
                                                            (1,404)
                                                            ------

         Total                                              $4,546
                                                            ======

                                       10
<PAGE>

                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)


NOTE 4 - EQUITY

                                  Common Stock

During the nine months ended September 30, 2003, the Company issued 1,446 shares
of common stock (862 shares for the  conversion  of seller  debt,  34 net shares
issued to warrant  holders who  utilized a cashless  exercise,  as defined,  300
shares  to the  seller  of FSS  and  250  shares  to the  seller  of  CTRS,  not
considering the 600 shares that are currently held in escrow).

In June 2003,  the  Company  listed its common  shares with the  American  Stock
Exchange  under the ticker symbol "HOM".  On June 30, 2003,  the Company filed a
registration  statement  on Form S-3 to register  6,698  shares of common  stock
(some of which could be issued pursuant to warrant  exercises and the conversion
of debt) on behalf of selling stockholders, pursuant to contractual registration
rights with such  stockholders.  The Company will not receive any proceeds  from
the  sale of such  shares,  other  than  the  exercise  prices  of any  warrants
exercised by warrant holders who do not utilize a cashless exercise.

                                  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 September 30, 2003
was 1,410. At the Company's 2003 annual stockholders' meeting, which was held on
May 20, 2003, the Company's  stockholders approved an amendment to the 2001 Plan
that  increased  the options  available  for grant under the 2001 Plan by 1,000,
bringing the total to 3,000.

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 September 30, 2003 was 867.
At the Company's 2003 annual  stockholders'  meeting,  which was held on May 20,
2003,  the  Company's  stockholders  approved an amendment to the 1998 Plan that
increased the options available for grant under the 1998 Plan by 1,000, bringing
the total to 2,000.

During the nine months ended  September 30, 2003,  the Company issued options to
purchase  500 shares of the  Company's  common  stock (at $2.00 to $2.10)  (fair
value on the date of grant) to its officers  under the 1998 Plan, and options to
purchase 300 shares (at $1.65 to $1.75 per share, the fair values on the date of
grant) to each of the three new directors of the Company,  with all such options
vesting over a three-year period,  under the 2001 Plan. The Company also amended
an officer's 170 options to fully vest all options in the event that the officer
is terminated prior to the expiration of his employment agreement.

                                    Warrants

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

During  the nine  months  ended  September  30,  2003,  the  Company  recorded a
consulting expense of $102 related to warrants issued in the year ended December
31, 2002, and which fair value is recognized over the period of service.

During the nine months ended September 30, 2003, the Company  recorded a prepaid
expense of $49 for the fair value of warrant issued for consulting  fees related
to American Stock Exchange listing (see Note 1).

During the nine months ended  September  30,  2003,  the Company  cancelled  125
warrants to purchase shares of the Company's common stock at $1.50 per share.

During the nine months ended September 30, 2003, 67 warrants were exercised as a
cashless exercise for a net 34 shares of the Company's common stock.

NOTE 5 - 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 September
30, 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.

                                       11
<PAGE>


                         HOME SOLUTIONS OF AMERICA, INC.
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2003
            (Dollars and Shares in Thousands, Except Per Share Data)


NOTE 5 - COMMITMENTS AND CONTINGENCIES, continued

On or about August 1, 2002, National Union Fire Insurance commenced an adversary
proceeding  against us entitled  National  Union Fire Ins.  Co. v. QHI  Stephens
Contractors,  Inc., EIF Holdings,  Inc.,  P.W.  Stephens  Contracts,  Inc., P.W.
Stephens  Contractors,  Inc. (CA), P.W. Stephens  Services,  Inc., P.W. Stephens
Residential,  Inc.,  American  Temporary  Sanitation,  Inc. in the United States
District Court for the Northern District of California. The Company believes its
costs for this  proceeding  will be covered under an  indemnification  agreement
with Spruce MacIntyre Holding Corp.  ("Spruce") and in no case will be more than
$150.

On or about  October 3, 2002,  in the  Superior  Criminal  Court of Los  Angeles
County,  California a  misdemeanor  claim was filed  against the Company and two
employees alleging that certain events violated state and local regulations. The
Company settled these claims for $30 due November 15, 2003.

Pursuant  to  an  indemnification  agreement  between  the  Company  and  Spruce
MacIntyre  Holding Corp.  ("Spruce"),  the Company settled claims brought by CIT
Group/Equipment Financing, Inc. and Ackstar Insurance Company, both 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.
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 a payment of $40 to CIT, which the Company has
been put on notice as not having been  received.  If this payment is not paid by
November 21, 2003,  the plaintiff will seek their consent  judgment  against the
Company.

In  September  2003,  Missouri  State  Bank and Trust  commenced  and  adversary
proceeding  against  us  entitled  Missouri  State  Bank and  Trust,  a  banking
corporation v. PW Stephens Contractors,  Inc., PW Stephens, Inc., and Mary Ennis
in the Circuit  Court for St. Louis  County,  State of Missouri.  The  plaintiff
seeks  approximately  $58 plus interest and attorneys fees. The Company believes
the  indemnification  agreement  between the Company and Spruce  applies to this
proceeding and is pursuing that indemnification.

The  Company  has  accrued  $96  in  the  accompanying   consolidated  financial
statements related to the above proceedings. Based on management's analysis, the
Company  believes  that this amount will be  sufficient  to cover any  potential
losses that may occur.

Indemnities and Guarantees

During the normal course of business,  the Company has made certain  indemnities
and  guarantees  under which it may be required to make  payments in relation to
certain  transactions.  These  indemnities  include certain  agreements with the
Company's  officers,  under which the Company may be required to indemnify  such
person  for  liabilities  arising  out of  their  employment  relationship.  The
duration of these  indemnities  and guarantees  varies and, in certain cases, is
indefinite.  The majority of these indemnities and guarantees 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
significant payments for these obligations and no liabilities have been recorded
for these  indemnities and guarantees in the accompanying  consolidated  balance
sheet.


                                       12
<PAGE>


Item 2. Management's Discussion and Analysis or Plan of Operation.

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,  developed  in 2002,  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  will provide  services such as cleaning and fabric  protection,
restoration services, and residential renovation sales.

Growth Strategy

     Home Solutions seeks to acquire  companies or internally  generate projects
that will focus on  providing  specialty  residential  services  to  homeowners.
Effective  November  1, 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
acquired Central Texas Residential  Services,  Inc. and Fiber-Seal Systems, L.P.
We  expect  to  continue  our  aggressive   growth   strategy  with   additional
acquisitions.  The  following  is a list of the  targeted  services  that we are
pursuing:

     Cleaning and Fabric Protection:  We will provide fabric protection services
to protect furniture,  carpet and draperies from stains and daily wear and tear.
This niche market is primarily targeted at above-average  income homeowners with
an average ticket of  approximately  $400 or more. We will provide our customers
with an annual fabric protection  service agreement that will allow them to have
on-site  spill clean up during the life of the  agreement.  In  addition,  using
well-tested  methods of cleaning carpet, we will offer maintenance and emergency
response  services  to our  customer  base to repair  carpet  damaged  by common
stains,  pet dander,  bacteria and dust.  This procedure will extend the life of
the homeowners'  carpets and make the carpet look its finest.  Furthermore,  air
duct  cleaning  is another  under-developed  market the Company  will  approach.
Particulate  (organic and  inorganic)  material  within a home's heating and air
conditioning systems and the transfer air ducts can cause allergic reactions and
generally  indicate  poor air  quality.  Furthermore,  the  conditions  of these
systems,  high moisture  content and heat are 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.

     Restoration  Services:  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.  Indoor air  contamination,  including  contamination from
mold,  asbestos and lead paint,  is a growing  concern for the  homeowner.  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 $300 to several  thousand  dollars.  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. 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.

                                       13
<PAGE>

     Residential  Renovation  Sales:  Home Solutions seeks out exceptional  home
buying opportunities by marketing to homeowners in need of quick closings on the
sale of their home. In addition,  the foreclosure  market  provides  substantial
opportunities  for Home Solutions to purchase its inventory of homes.  Moreover,
often these  homes are in need of a few  thousand  dollars in repairs  which the
Company  provides  through its  existing  sister  companies  by  providing  such
services as mold remediation and carpet cleaning or through its approved network
of residential service providers.  Typically,  the inventory of homes turns over
in three to four months and results in a gain of  approximately  five percent to
ten  percent of the  purchase  price.  Home  Solutions  has  identified  several
regional operators that are available for acquisition in this industry.



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 revenue
recognition,  stock-based compensation,  and goodwill. In addition, please refer
to Note 1 to the accompanying financial statements for further discussion of our
accounting policies.

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 September 30, 2003, the Company had two stock-based  employee
compensation plans, which are described more fully in Note 4 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.

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 undiscounted  operating cash flows. If an impairment of the
carrying value were to be indicated by this review, the Company would adjust the
carrying value of goodwill to its estimated fair value.


                                       14
<PAGE>


Results of Operations (Dollars In Thousands)

Comparison  of Three  Months  ended  September  30, 2003 to Three  Months  ended
September 30, 2002

Revenue

     The  revenue of $3,583 for the three  months  ended  September  30, 2003 is
comprised  of revenue  from PWS and FSS.  The Company had no revenue  during the
three months ended September 30, 2002.

Costs of Sales

     Costs of sales were $1,734 for the three months ended  September  30, 2003.
The Company had no cost of sales  during the three months  ended  September  30,
2002.

Selling, General and Administrative Expenses:

     Selling,  general  and  administrative  expenses  were $1,658 for the three
months  ended  September  30, 2003  compared to $434 for the three  months ended
September  30,  2002.  This  represents  an increase  of $1,224 over 2002.  This
increase is due to the addition of PWS and FSS'  administrative  costs  together
with Home Solutions' administrative costs.

Other Income (Expense):

     Interest income decreased from $60 in 2002 to $0 in 2003. This is primarily
a result of lower cash balances during 2003.  Interest  expense was $125 in 2003
compared  to $9 in 2002,  which is  largely  due to the debt  incurred  with the
acquisition of PWS and interest on the line of credit and long-term debt at PWS.
Other  income  was  $115 in 2002  and $7 in  2003,  which  represents  a gain on
extinguishment of debt.

Comparison  of Nine  Months  ended  September  30,  2003 to  Nine  Months  ended
September 30, 2002

Revenue

     The  revenue of $10,565  for the nine months  ended  September  30, 2003 is
comprised of revenue from PWS and FSS. For the nine months ended  September  30,
2002, the Company had no revenue during this period other than revenue earned by
PTP, the Company's former wholly-owned  subsidiary that was divested in February
2002,  which  revenue  is  included  in the  "Income  (loss)  from  discontinued
operations" line item on the consolidated statements of operations.

Costs of Sales

     Costs of sales were $5,518 for the nine months  ended  September  30, 2003.
For the nine months ended  September 30, 2002,  the Company had no cost of sales
during this period other than from the Company's divested  subsidiary PTP, which
is included in the "Income (loss) from discontinued operations" line item on the
consolidated statements of operations.

                                       15
<PAGE>

Selling, General and Administrative Expenses:

     Selling,  general  and  administrative  expenses  were  $4,881 for the nine
months  ended  September  30, 2003  compared to $1,331 for the nine months ended
September  30,  2002.  This  represents  an increase  of $3,550 over 2002.  This
increase is due to the addition of PWS and FSS'  administrative  costs  together
with Home Solutions' administrative costs.


Other Income (Expense):

     Interest  income  decreased  from  $123  in  2002  to $1 in  2003.  This is
primarily a result of lower cash balances  during the first nine months of 2003.
Interest  expense was $483 in 2003 compared to $13 in 2002.  This is largely due
to the debt  incurred  with the  acquisition  of PWS and interest on the line of
credit and  long-term  debt at PWS.  Other  income was $163 in 2003  compared to
$1,220 in 2002, which represents a gain on extinguishment of debt.

Liquidity and Capital Resources

     The  Company's  existing  capital  resources  as  of  September  30,  2003,
consisted of cash and accounts receivable totaling $2,878,  compared to cash and
notes  receivable of $2,292 as of September 30, 2002. 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.
Implementation  of the Company's  strategic plan of acquiring niche  residential
services companies will require additional capital, however.

     The Company has a credit agreement with a financial institution. The credit
agreement includes a $733 term loan, a revolving line of credit and an equipment
line of credit.  The credit agreement is guaranteed by the former stockholder of
PWS,  secured by  substantially  all PWS assets and  contains a  provision  that
requires PWS to maintain  certain  financial  covenants.  The revolving  line of
credit expired on January 28, 2003, and the institution is not willing to extend
the credit facility.  The Company is currently  negotiating with other financial
institutions  to refinance this line, the equipment line and the $733 term loan.
The balance on the revolving line of credit was $499 at September 30, 2003.

     The  equipment  line of credit bears  interest at the prime rate plus 1.00%
per annum, payable monthly. The terms of the agreement provide for borrowings up
to $200. The equipment line of credit expired on January 31, 2003, at which time
all  outstanding  amounts  will be  repaid  over 36 equal  monthly  installments
including  principal  and interest  through  February  28, 2006.  The balance at
September 30, 2003 was $23.

     During the nine months ended September 30, 2003, the Company  generated net
cash from operating activities of $1,081, including a net loss of $(119).

     The Company's investing  activities used net cash of $(330),  primarily due
to the  purchase of property  and  equipment  and payment of fees for closed and
pending acquisitions.

     The Company's financing  activities used net cash of $(800),  primarily due
to principal payments made on long-term debt and capital leases.

RISKS ASSOCIATED WITH FORWARD-LOOKING STATEMENT INCLUDED IN THIS FORM 10-QSB

     This Form 10-QSB contains  certain  forward-looking  statements  within the
meaning of Section 27A of the  Securities  Act of 1933, as amended,  and Section
21E of the Securities

                                       16
<PAGE>

Exchange Act of 1934,  as amended,  which are intended to be covered by the safe
harbors created thereby.  These  statements  include the plans and objectives of
management for future operations, including plans and objectives relating to the
Company's  residential services acquisition strategy and availability of capital
to fund such strategy. The forward-looking  statements included herein are based
on  current   expectations  that  involve  numerous  risks  and   uncertainties.
Assumptions  relating to the foregoing  involve judgments with respect to, among
other things,  future economic,  competitive and market  conditions,  regulatory
framework,  and  future  business  decisions,  all of  which  are  difficult  or
impossible to predict accurately and many of which are beyond the control of the
Company. We refer you to the section entitled "Trends,  Risks and Uncertainties"
in Item 6 of Part II of our  annual  report on Form  10-KSB  for the year  ended
December  31,  2002,  for a list of specific  factors  that could  cause  actual
results  to  differ  materially  from  those  indicated  by our  forward-looking
statements  made herein and  presented  elsewhere  by  management.  Although the
Company believes that the assumptions underlying the forward-looking  statements
are reasonable, any of the assumptions could be inaccurate and, therefore, there
can be no assurance that the  forward-looking  statements  included in this Form
10-QSB  will prove to be  accurate.  In light of the  significant  uncertainties
inherent in the  forward-looking  statements  included herein,  the inclusion of
such information  should not be regarded as a  representation  by the Company or
any other person that the  objectives and plans of the Company will be achieved.
Furthermore,  we do not  undertake  any  obligation  to  update  forward-looking
statements made herein.

Item 3. Controls and Procedures.

     As of  September  30,  2003,  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.  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 September 30, 2003.

                                       17
<PAGE>

                                     PART II
                                OTHER INFORMATION



Item 1. 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 September  30, 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.

      Pursuant to an  indemnification  agreement  between the Company and Spruce
MacIntyre  Holding Corp.  ("Spruce"),  the Company settled claims brought by CIT
Group/Equipment Financing, Inc. and Ackstar Insurance Company, both 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.
In the event that Spruce fails to make the remaining  settlement  payments,  the
plaintiffs  could seek  satisfaction of their $713,000  consent judgment against
the Company, in which case the Company would have to seek  indemnification  from
Spruce. At this time, Spruce owes a payment of $40,000 to CIT, which the Company
has been put on notice as not having been received.  If this payment is not paid
by November 21, 2003, the plaintiff will seek their consent judgment against the
Company.

     On or about  August 1, 2002,  National  Union Fire  Insurance  commenced an
adversary  proceeding  against us entitled  National  Union Fire Ins. Co. v. QHI
Stephens Contractors,  Inc., EIF Holdings, Inc., P.W. Stephens Contracts,  Inc.,
P.W.  Stephens  Contractors,  Inc. (CA),  P.W.  Stephens  Services,  Inc.,  P.W.
Stephens Residential,  Inc., American Temporary  Sanitation,  Inc. in the United
States  District  Court for the  Northern  District of  California.  The Company
believes its costs for this proceeding will be covered under an  indemnification
agreement with Spruce MacIntyre Holding Corp.  ("Spruce") and in no case will be
more than $150,000.

     In September  2003,  Missouri State Bank and Trust  commenced and adversary
proceeding  against  us  entitled  Missouri  State  Bank and  Trust,  a  banking
corporation v. PW Stephens Contractors,  Inc., PW Stephens, Inc., and Mary Ennis
in the Circuit  Court for St. Louis  County,  State of Missouri.  The  plaintiff
seeks  approximately  $58,000 plus  interest  and  attorneys  fees.  The Company
believes the indemnification agreement between the Company and Spruce applies to
this proceeding and is pursuing that indemnification.


Item 2.  Changes In Securities.

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

     1.  In July 2003, the Company  issued 300,000 shares of common stock,  at a
price of $2.00  per  share,  and a warrant  to  purchase  250,000  shares of the
Company's  stock at $2.00 per share,  to finance the  acquisition  of FSS.  This
warrant is contingent upon FSS meeting certain financial targets.

     2.  In July 2003, the Company  issued  850,000  shares of common stock,  at
approximately  $2.35 per share,  to finance the  acquisition  of CTRS.  Of these
shares,  600,000  are  currently  held in escrow  contingent  upon CTRS  meeting
certain financial targets.

     3.  In July 2003,  the Company  issued  approximately  14,000 common shares
pursuant to the exercise of  outstanding  warrant  agreements at prices  between
$2.86 and $3.23 .

     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.


                                       18
<PAGE>


Item 5. Other Information.

     On September 16, 2003, the Company's Board of Directors  re-appointed Frank
J.  Fradella,  the  Company's  Chairman of the Board and former Chief  Executive
Officer, as the Company's Chief Executive Officer.

Item 6.     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).

                                       19
<PAGE>

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).

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).

                                       20
<PAGE>

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).

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   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).

                                       21
<PAGE>

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* First  Amendment to Stock Option  Agreement by and between R. Andrew White
      and Nextgen Communications Corporation,  dated September 2, 2002 (filed as
      Exhibit  10.10 to the  Company's  Quarterly  Report on Form 10-QSB for the
      quarter ended September 30, 2002, and incorporated herein by reference).

10.9* Restricted  Stock Purchase  Agreement by and between Frank J. Fradella and
      US 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).

10.10*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).

10.11 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).

10.12 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).

10.13 * 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).

10.14 * First Amendment to Stock Option Agreement by and between R. Andrew White
      and Home  Solutions  of  America,  Inc.,  dated  March 15,  2003 (filed as
      Exhibit  10.16 to the  Company's  Quarterly  Report on Form 10-QSB for the
      quarter ended March 31, 2003, and incorporated herein by reference).

10.15 * Second  Amendment  to Stock  Option  Agreement  by and between R. Andrew
      White and Home Solutions of America,  Inc., dated March 15, 2003 (filed as
      Exhibit  10.17 to the  Company's  Quarterly  Report on Form 10-QSB for the
      quarter ended March 31, 2003, and incorporated herein by reference).

10.16 * 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).

                                       22
<PAGE>

10.17 * First  Amendment to Restricted  Stock Purchase  Agreement by and between
      Frank J.  Fradella and Home  Solutions of America,  Inc.,  dated March 15,
      2003 (filed as Exhibit  10.19 to the  Company's  Quarterly  Report on Form
      10-QSB for the quarter ended March 31, 2003,  and  incorporated  herein by
      reference).

10.18 * First  Amendment  to Stock  Option  Agreement  by and  between  Frank J.
      Fradella and Home Solutions of America,  Inc., dated March 15, 2003 (filed
      as Exhibit 10.20 to the Company's  Quarterly Report on Form 10-QSB for the
      quarter ended March 31, 2003, and incorporated herein by reference).

10.19 Revolving  Line of  Credit  Note  dated  June  4,  2003,  in the  original
      principal  amount of  $1,500,000,  issued by P.W.  Stephens,  Inc.  to The
      Vantage Group Ltd. (filed as Exhibit 10.1 to the Company's  Current Report
      on Form 8-K filed on June 6, 2003, and incorporated herein by reference).

10.20 Security Agreement dated June 4, 2003, by and between P.W. Stephens,  Inc.
      and The Vantage Group Ltd. (filed as Exhibit 10.2 to the Company's Current
      Report  on Form 8-K  filed on June 6,  2003,  and  incorporated  herein by
      reference).

10.21 * 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).

10.22 * 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).

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 herewith.

      (b)   Reports on Form 8-K

            On July 22, 2003,  the Company  filed a Current  Report on Form 8-K,
      for an event that occurred on July 10, 2003, to report the  acquisition of
      Central Texas Residential Services, Inc.


                                       23
<PAGE>

                                   SIGNATURES

      In accordance  with the  requirements  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: November 14, 2003                By:    /s/ FRANK J. FRADELLA
                                            ------------------------------------
                                            Frank J. Fradella
                                            Chairman, Chief Executive Officer




                                        HOME SOLUTIONS OF AMERICA, INC.


Dated: November 14, 2003                By:     /s/ R. ANDREW WHITE
                                            ------------------------------------
                                            R. Andrew White
                                            Chief Financial Officer