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. 2)*
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, 2008
--------------
(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
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1 NAME OF REPORTING PERSON: Laurus Master Fund, Ltd. (In Liquidation)*
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON: 98-0337673
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2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) |_|
(b) |X|
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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: 0 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
CO
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* Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in
voluntary liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell
Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"),
acting through its controlling principals, Eugene Grin and David Grin, provides
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by the Fund reported in
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's
obligations to the Fund under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated, modified and/or
supplemented from time to time.
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: 0 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
OO
--------------------------------------------------------------------------------
* Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in voluntary
liquidation under the supervision of the Grand Court of the Cayman Islands. The
Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell Smith of
Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"), acting
through its controlling principals, Eugene Grin and David Grin, provides
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by the Fund reported in
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's
obligations to the Fund under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated, modified and/or
supplemented from time to time.
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: 0 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in
voluntary liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell
Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"),
acting through its controlling principals, Eugene Grin and David Grin, provides
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by the Fund reported in
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's
obligations to the Fund under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated, modified and/or
supplemented from time to time.
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: 0 shares of Common Stock. *
OWNED BY -------------------------------------------------------------------
EACH 7 SOLE DISPOSITIVE POWER: 0 shares of Common Stock. *
REPORTING -------------------------------------------------------------------
PERSON 8 SHARED DISPOSITIVE POWER: 0 shares of Common Stock. *
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares of Common Stock
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
||
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
0%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON
IN
--------------------------------------------------------------------------------
* Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in
voluntary liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell
Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"),
acting through its controlling principals, Eugene Grin and David Grin, provides
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by the Fund reported in
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's
obligations to the Fund under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated, modified and/or
supplemented from time to time.
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. (In Liquidation)
This Schedule 13G, as amended, is also filed on behalf of Laurus Capital
Management, LLC, a Delaware limited liability company, Eugene Grin and David
Grin. Laurus Master Fund, Ltd (In Liquidation) is in voluntary liquidation under
the supervision of the Grand Court of the Cayman Islands. The Joint Voluntary
Liquidators ("JVLs") are Chris Johnson and Russell Smith of Chris Johnson
Associates, Ltd. Laurus Capital Management, LLC, acting through its controlling
principals, Eugene Grin and David Grin provides investment management services
to Laurus Master Fund, Ltd. and its two feeder funds concerning their respective
assets, including the securities owned by Laurus Master Fund, Ltd.(In
Liquidation) reported in this Schedule 13G, as amended, subject to the oversight
of the JVLs and Laurus Capital Management, LLC's obligations to Laurus Master
Fund, Ltd. (In Liquidation) under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated, modified and/or
supplemented from time to time. Information related to each of Laurus 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: 0 shares of Common Stock
(b) Percent of Class: 0%
(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: 0 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: 0
shares of Common Stock. *
Item 5. Ownership of Five Percent or Less of a Class:
If this statement is being filed to report the fact that as of
the date hereof the reporting person has ceased to be the owner of
more than five percent of the class of securities, check the
following: [X]
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.
-----------------------------------
* Laurus Master Fund, Ltd. (In Liquidation) (the "Fund") is in
voluntary liquidation under the supervision of the Grand Court of the Cayman
Islands. The Joint Voluntary Liquidators ("JVLs") are Chris Johnson and Russell
Smith of Chris Johnson Associates, Ltd. Laurus Capital Management, LLC ("LCM"),
acting through its controlling principals, Eugene Grin and David Grin, provides
investment management services to the Fund and its two feeder funds concerning
their respective assets, including the securities owned by the Fund reported in
this Schedule 13G, as amended, subject to the oversight of the JVLs and LCM's
obligations to the Fund under the Seventh Amended and Restated Investment
Management Agreement of April 26, 2007, as amended, restated, modified and/or
supplemented from time to time.
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 10, 2009
----------------
Date
Laurus Master Fund, Ltd.
By: Laurus Capital Management, LLC
its investment manager
/s/ David Grin
----------------
David Grin
Principal
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: David Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: Israel
C. Name: Eugene Grin
Business 335 Madison Avenue, 10th Floor
Address: New York, New York 10017
Principal
Occupation: Principal of Laurus Capital Management, LLC
and Valens Capital Management, LLC
Citizenship: United States
CUSIP No. 437355100
Each of Laurus 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.
Laurus Capital Management, LLC,
By Laurus Capital Management, LLC,
individually and as investment manager
/s/ David Grin
-----------------------------------------
David Grin
Authorized Signatory
February 10, 2009
/s/ David Grin
-----------------------------------------
David Grin
February 10, 2009
/s/ Eugene Grin
-----------------------------------------
Eugene Grin
February 10, 2009