-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JUNnw9bFimLsl4ms7y1gvYZt59XWfl7Azh69hQvx1eQCnM2553dPkoZWp73wMoKH bWx1D3LkStV8bkO2hybX3Q== 0001218396-08-000019.txt : 20080616 0001218396-08-000019.hdr.sgml : 20080616 20080616144927 ACCESSION NUMBER: 0001218396-08-000019 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080616 DATE AS OF CHANGE: 20080616 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: HOME SOLUTIONS OF AMERICA INC CENTRAL INDEX KEY: 0000855424 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MANAGEMENT SERVICES [8741] IRS NUMBER: 990273889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-51045 FILM NUMBER: 08900349 BUSINESS ADDRESS: STREET 1: 1500 DRAGON STREET - SUITE B STREET 2: - CITY: DALLAS STATE: TX ZIP: 75207 BUSINESS PHONE: 214-623-8446 MAIL ADDRESS: STREET 1: 1500 DRAGON STREET - SUITE B STREET 2: - CITY: DALLAS STATE: TX ZIP: 75207 FORMER COMPANY: FORMER CONFORMED NAME: NEXTGEN COMMUNICATIONS CORP DATE OF NAME CHANGE: 20010814 FORMER COMPANY: FORMER CONFORMED NAME: U S INDUSTRIAL SERVICES INC DATE OF NAME CHANGE: 19980629 FORMER COMPANY: FORMER CONFORMED NAME: EIF HOLDINGS INC DATE OF NAME CHANGE: 19930621 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: McGrath Michael J Jr CENTRAL INDEX KEY: 0001427488 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: BUSINESS PHONE: 212-265-6888 MAIL ADDRESS: STREET 1: C/O PORZIO BROMBERG & NEWMAN STREET 2: 156 WEST 56TH ST. CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 form13dmcgrath.txt 13D/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A (RULE 13D-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13D-2(a) HOME SOLUTIONS OF AMERICA, INC. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 437355100 (CUSIP Number) James G. Dodrill II, Esq. James G. Dodrill II, P.A. 5800 Hamilton Way Boca Raton, FL 33496 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 11, 2008 (Date of Event Which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ?. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See s. 240.13d-7 for other parties to whom copies are to be sent. CUSIP No. 437355100 13D Page 2 of 8 Pages 1. Names of Reporting Persons Michael J. McGrath, Jr. 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) PF 5. Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e) [ ] 6. Citizenship or Place of Organization United States of America Number of 7. Sole Voting Power Shares Beneficially 4,734,700 Owned by Each Reporting 8. Shared Voting Power Person With 2,725,000 9. Sole Dispositive Power 4,734,700 10. Shared Dispositive Power 2,725,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 7,459,700 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)[ ] 13. Percent of Class Represented by Amount in Row 11 13.46% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 437355100 13D Page 3 of 8 Pages 1. Names of Reporting Persons Susan C. McGrath 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Source of Funds (See Instructions) PF 5. Check if disclosure of legal proceedings is required pursuant to Item 2(d) or 2(e( [ ] 6. Citizenship or Place of Organization United States of America Number of 7. Sole Voting Power Shares Beneficially 0 Owned by Each Reporting 8. Shared Voting Power Person With 2,725,000 9. Sole Dispositive Power 0 10. Shared Dispositive Power 2,725,000 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,725,000 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13. Percent of Class Represented by Amount in Row 11 5.7% 14. Type of Reporting Person (See Instructions) IN CUSIP No. 437355100 13D Page 4 of 8 Pages ITEM 1. SECURITY AND ISSUER. The following items are amendments to the information included in the Schedule 13D dated February 22, 2008 as amended by the Schedule 13D/A dated March 26, 2008 ("Prior Schedule 13Ds"), filed by Michael J. McGrath, Jr. ("Michael McGrath") and Susan C. McGrath ("Susan McGrath"), a married couple (each, a "Reporting Person" and, collectively, the "Reporting Persons"), with respect to Home Solutions of America, Inc., a Delaware corporation (the "Issuer"). Certain capitalized terms used below and not defined have the meanings given them in the Prior Schedule 13Ds. ITEM 2. IDENTITY AND BACKGROUND. [(c) The present principal occupation of Michael McGrath is president of US Mortgage Corp., whose address is 19-D Chapin Road, Pine Brook, New Jersey 07058. The present principal occupation of Susan McGrath is vice president of US Mortgage Corp., whose address is 19-D Chapin Road, Pine Brook, New Jersey 07058. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Michael McGrath and Susan McGrath, using various brokerage accounts, jointly purchased the shares of the Issuer's Common Stock with personal joint investment funds in the amount of approximately $4.8 million. EvenFlow Funding, LLC, a New Jersey limited liability company that is owned solely by Michael McGrath ("EvenFlow") purchased shares of the Issuer's Series C Convertible Preferred Stock and Warrants in privately negotiated transactions with the Issuer in the aggregate amount of approximately $2.4 million. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) Michael McGrath and Susan McGrath, a married couple, jointly own 2,725,000 shares of the Issuer's Common Stock, which number of shares constitute approximately 5.7% of the total outstanding shares of the Issuer's Common Stock. Additionally, EvenFlow owns: (i) 236,735 shares of the Issuer's Series C Convertible Preferred Stock, which is presently convertible into 2,367,350 shares of the Issuer's Common Stock, and (ii) warrants ("Warrants") to purchase 4,734,700 shares of the Issuer's Common Stock, 2,367,350 of which are presently exercisable, 2,000,000 of which become exercisable on June 11, 2009 and 367,350 of which become exercisable on June 12, 2009. Assuming conversion of the Series C Convertible Preferred Stock and exercise of all presently exercisable Warrants, Michael McGrath would solely own 4,734,700 shares of the Issuer's Common Stock indirectly through his ownership of EvenFlow and would jointly own 2,725,000 shares of the Issuer's Common Stock for a total of 7,459,700 shares of the Issuer's Common Stock, which number of shares would constitute approximately 13.46% of the total then outstanding shares of the Issuer's Common Stock. (b) Michael McGrath and Susan McGrath, a married couple, jointly have the sole power to vote, direct the vote, dispose of, or direct the disposition of 2,725,000 shares of the Issuer's Common Stock. Additionally, EvenFlow has the sole power to vote, direct the vote, dispose of, or direct the disposition of: (a) 236,735 shares of the Issuer's Series C Convertible Preferred Stock, which is presently convertible into 2,367,350 shares of the Issuer's Common Stock and (b) Warrants to purchase 4,734,700 shares of the Issuer's Common Stock, 2,367,350 of which are presently exercisable, 2,000,000 of which become exercisable on June 11, 2009 and 367,350 of which become exercisable on June 12, 2009. (c) A list of transactions during the past 60 days relating to the Issuer's securities is attached as Exhibit 1 hereto. CUSIP No. 437355100 13D Page 5 of 8 Pages ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit Number Description 1 Transactions in Issuer's Securities During Last 60 Days CUSIP No. 437355100 13D Page 6 of 8 Pages 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. June 13, 2008 (Date) /s/ Michael J. McGrath, Jr. - ----------------------------- (Signature) Name: Michael J. McGrath, Jr. /s/ Susan C. McGrath - ----------------------------- (Signature) Name: Susan C. McGrath CUSIP No. 437355100 13D Page 7 of 8 Pages INDEX TO EXHIBITS Exhibit Number Description 1 Transactions in Issuer's Securities During Last 60 Days CUSIP No. 437355100 13D Page 8 of 8 Pages Transactions involving the Issuer's Common Stock during the past 60 days. All purchases were made by EvenFlow Funding, LLC, which is solely owned by Michael McGrath, through privately negotiated transactions by such entity with the Issuer. Date Securities Acquired Price per Share ($) - -------------------------------------------------------------------------- June 11, 2008 200,000 shares of Class C $10.00 Convertible Preferred Stock Warrants to acquire 4,000,000 shares of Common Stock June 12, 2008 36,735 shares of Class C $10.00 Convertible Preferred Stock Warrants to acquire 734,700 shares of Common Stock -----END PRIVACY-ENHANCED MESSAGE-----