UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(b), (c) AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b)
(AMENDMENT NO. 1)*
HOME SOLUTIONS OF AMERICA, INC.
-----------------------------------
(Name of Issuer)
Common Stock, par value $0.001 per share
----------------------------------------
(Title of Class of Securities)
437355100
---------
(CUSIP Number)
December 31, 2007
--------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1 (b)
|X| Rule 13d-1 (c)
|_| Rule 13d-1 (d)
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Laurus Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 13-4150669
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
---------- ---------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
---------- ---------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
---------- ---------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
---------- ---------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
---------- ---------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
---------- ---------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001
per share (the "Shares") outstanding of Home Solutions of America, Inc., a
Delaware corporation (the "Company"), as disclosed in the Company's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2007. As of December
31, 2007, Erato Corporation ("Erato"), Promethean Industries, Inc.
("Promethean"), Valens U.S. SPV I, LLC ("Valens U.S."), Calliope Capital
Corporation ("Calliope") and Valens Offshore SPV II, Corp. ("Valens Offshore"
and together with Erato, Calliope, Promethean, and Valens U.S., the
"Investors"), held (i) a warrant (the "January Warrant") to acquire 20,000
Shares, at an exercise price of $2.90 per Share, subject to certain adjustments,
(ii) a warrant (the "November Warrant" and together with the January Warrant,
the "Warrants") to acquire 50,000 Shares, at an exercise price of $2.10 per
Share, subject to certain adjustments, and (iii) 3,000,000 Shares. The Warrants
contain an issuance limitation prohibiting the Investors from exercising or
converting those securities to the extent that such exercise would result in
beneficial ownership by the Investors of more than 4.99% of the Shares then
issued and outstanding (the "Issuance Limitation"). The Issuance Limitation may
be waived by the Investors upon at least 75 days prior notice to the Company. In
the event that the Issuance Limitation is deemed to be ineffective, the
Investors would beneficially own an aggregate amount of 3,070,000 Shares or 6.5%
of the total Shares outstanding as of August 15, 2007. Erato, Calliope, and
Promethean are wholly owned subsidiaries of the Laurus Master Fund Ltd. (the
"Fund"). The Fund, Erato, Calliope, and Promethean are managed by Laurus Capital
Management, LLC ("LCM"). Valens U.S. and Valens Offshore are managed by Valens
Capital Management, LLC ("VCM"). Eugene Grin and David Grin, through other
entities, are the controlling principals of LCM and VCM, and share voting and
investment power over the securities owned by the Investors reported in this
Schedule 13G, as amended.
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Erato Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237862
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Promethean Industries, Inc.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237864
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Calliope Capital Corporation
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 57-1237865
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such
exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens U.S. SPV I, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903266
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Offshore SPV II, Corp.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 26-0811267
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Valens Capital Management, LLC
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 20-8903345
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
---------- ---------------------------------------------------------------------
1 NAME OF REPORTING PERSON: David Grin
---------- ---------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
---------- ---------------------------------------------------------------------
3 SEC USE ONLY
---------- ---------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
---------- ---------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock. *
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
--------- ----------------------------------------------------------------------
1 NAME OF REPORTING PERSON: Eugene Grin
--------- ----------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
--------- ----------------------------------------------------------------------
3 SEC USE ONLY
--------- ----------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
--------- ----------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER: 0 shares of Common Stock.*
SHARES ---- --------------------------------------------------------------
BENEFICIALLY 6 SHARED VOTING POWER: 3,000,000 shares of Common Stock. *
OWNED BY ---- --------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING ---- --------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 3,000,000 shares of Common Stock. *
--------- ----------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,000,000 shares of Common Stock
--------- ----------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
|X|
--------- ----------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.3%
--------- ----------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------- ----------------------------------------------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99% of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
Item 1(a). Name of Issuer: Home Solutions of America, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
1500 Dragon Street, Suite B
Dallas, TX 75207
Item 2(a). Name of Person Filing: Laurus Master Fund, Ltd.
This Schedule 13G is also filed on behalf of Laurus Capital Management, LLC, a
Delaware limited liability company, Erato Corporation, a Delaware corporation,
Promethean Industries, Inc., a Delaware corporation, Calliope Capital
Corporation, a Delaware corporation, Valens U.S. SPV I, LLC, a Delaware limited
liability company, Valens Offshore SPV II, Corp., a Delaware corporation, Valens
Capital Management, LLC, a Delaware limited liability company, Eugene Grin and
David Grin. Laurus Capital Management, LLC manages Laurus Master Fund, Ltd. and
the fund's wholly owned subsidiaries, Erato Corporation, Calliope Capital
Corporation, and Promethean Industries, Inc. Valens Capital Management, LLC
manages Valens U.S. SPV I, LLC and Valens Offshore SPV II, Corp. Eugene Grin and
David Grin, through other entities, are the controlling principals of Laurus
Capital Management, LLC and Valens Capital Management, LLC, and share voting and
investment power over the shares owned by Calliope Capital Corporation, Erato
Corporation, Promethean Industries, Inc., Valens U.S. SPV I, LLC, Valens
Offshore SPV II, Corp., and Valens Capital Management, LLC. Information related
to each of Laurus Capital Management, LLC, Calliope Capital Corporation, Erato
Corporation, Promethean Industries, Inc., Valens U.S. SPV I, LLC, Valens
Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and David
Grin is set forth on Appendix A hereto.
Item 2(b). Address of Principal Business Office or if none, Residence:
c/o Laurus Capital Management, LLC,
335 Madison Avenue, 10th Floor, New York, NY 10017
Item 2(c). Citizenship: Cayman Islands
Item 2(d). Title of Class of Securities: Common Stock ("Common Stock")
Item 2(e). CUSIP Number: 437355100
Item 3. Not Applicable
Item 4. Ownership:
(a) Amount Beneficially Owned: 3,000,000 shares of Common Stock
(b) Percent of Class: 6.3%
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 0 shares of Common
Stock.*
(ii) shared power to vote or to direct the vote: 3,000,000 shares
of Common Stock. *
(iii) sole power to dispose or to direct the disposition of: 0
shares of Common Stock. *
(iv) shared power to dispose or to direct the disposition of:
3,000,000 shares of Common Stock. *
Item 5. Ownership of Five Percent or Less of a Class:
Not applicable
Item 6. Ownership of More than Five Percent on Behalf of Another Person:
Not applicable
Item 7. Identification and Classification of Subsidiary Which Acquired the
Securities: Not applicable
Item 8. Identification and Classification of Members of the Group:
Not applicable
Item 9. Notice of Dissolution of Group: Not applicable
Item 10. Certification:
By signing below, I certify to the best of my knowledge and belief,
the securities referred to above were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
-----------------------------------
* Based on 47,525,850 shares of the common stock, par value $0.001 per
share (the "Shares") outstanding of Home Solutions of America, Inc., a Delaware
corporation (the "Company"), as disclosed in the Company's Quarterly Report on
Form 10-Q for the quarterly period ended June 30, 2007. As of December 31, 2007,
Erato Corporation ("Erato"), Promethean Industries, Inc. ("Promethean"), Valens
U.S. SPV I, LLC ("Valens U.S."), Calliope Capital Corporation ("Calliope") and
Valens Offshore SPV II, Corp. ("Valens Offshore" and together with Erato,
Calliope, Promethean, and Valens U.S., the "Investors"), held (i) a warrant (the
"January Warrant") to acquire 20,000 Shares, at an exercise price of $2.90 per
Share, subject to certain adjustments, (ii) a warrant (the "November Warrant"
and together with the January Warrant, the "Warrants") to acquire 50,000 Shares,
at an exercise price of $2.10 per Share, subject to certain adjustments, and
(iii) 3,000,000 Shares. The Warrants contain an issuance limitation prohibiting
the Investors from exercising or converting those securities to the extent that
such exercise would result in beneficial ownership by the Investors of more than
4.99%
of the Shares then issued and outstanding (the "Issuance Limitation"). The
Issuance Limitation may be waived by the Investors upon at least 75 days prior
notice to the Company. In the event that the Issuance Limitation is deemed to be
ineffective, the Investors would beneficially own an aggregate amount of
3,070,000 Shares or 6.5% of the total Shares outstanding as of August 15, 2007.
Erato, Calliope, and Promethean are wholly owned subsidiaries of the Laurus
Master Fund Ltd. (the "Fund"). The Fund, Erato, Calliope, and Promethean are
managed by Laurus Capital Management, LLC ("LCM"). Valens U.S. and Valens
Offshore are managed by Valens Capital Management, LLC ("VCM"). Eugene Grin and
David Grin, through other entities, are the controlling principals of LCM and
VCM, and share voting and investment power over the securities owned by the
Investors reported in this Schedule 13G, as amended.
CUSIP No. 437355100
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
February 14, 2008
----------------
Date
Laurus Master Fund, Ltd.
/s/ David Grin
----------------
David Grin
Director
CUSIP No. 437355100
APPENDIX A
A. Name: Laurus Capital Management, LLC, a Delaware limited
liability company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
B. Name: Calliope Capital Corporation, a Delaware corporation
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
C. Name: Erato Corporation, a Delaware corporation
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
D. Name: Promethean Industries, Inc., a Delaware
corporation
c/o Laurus Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
E. Name: Valens U.S. SPV I, LLC, a Delaware limited
liability company
c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
F. Name: Valens Offshore SPV II, Corp., a Delaware
corporation
c/o Valens Capital Management, LLC
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
G. Name: Valens Capital Management, LLC, a Delaware limited
liability company
335 Madison Avenue, 10th Floor
New York, New York 10017
Place of
Organization: Delaware
H. Name: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: Israel
I. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal Director of Laurus Master Fund, Ltd.
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: United States
CUSIP No. 437355100
Each of Laurus Capital Management, LLC, Calliope Capital Corporation, Erato
Corporation, Promethean Industries, Inc., Valens U.S. SPV I, LLC, Valens
Offshore SPV II, Corp., Valens Capital Management, LLC, Eugene Grin and David
Grin hereby agree, by their execution below, that the Schedule 13G, as amended,
to which this Appendix A is attached is filed on behalf of each of them,
respectively.
Calliope Capital Corporation
Laurus Capital Management, LLC,
Erato Corporation,
Promethean Industries, Inc.
By Laurus Capital Management, LLC,
individually and as investment manager
/s/ David Grin
-----------------------------------------
David Grin
Authorized Signatory
February 14, 2008
Valens U.S. SPV I, LLC,
Valens Offshore SPV II, Corp.,
By Valens Capital Management, LLC,
individually and as investment manager
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
Authorized Signatory
February 14, 2008
/s/ David Grin
-----------------------------------------
David Grin
February 14, 2008
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
February 14, 2008