8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of report (date of earliest event reported):

September 5, 2006

ASCENDANT SOLUTIONS, INC.

(Exact Name of Registrant as Specified in Charter)

Delaware	000-27945	75-2900905
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

16250 Dallas Parkway, Suite 205, Dallas, Texas	75248
(Address of principal executive offices)	(Zip Code)

(972) 250-0945

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. Entry into a Material Definitive Agreement.

On September 5, 2006, Gary W. Boyd resigned as Vice President - Finance and Chief Financial Officer of the Company, effective September 15, 2006. Mr. Boyd has agreed to become the Chief Financial Officer of CLB Partners, Ltd., a real estate development firm. CLB Partners, Ltd. is an affiliate of the Company and owns approximately 15% of the Company’s common stock. Pursuant to the Letter Agreement, dated September 6, 2006, between the Company and Mr. Boyd, a copy of which is attached hereto as Exhibit 10.1, Mr. Boyd will continue to be available to the Company for a one year period to advise it on various financial and accounting matters. In consideration for Mr. Boyd’s consulting services, the Board of Directors of the Company elected to vest 43,334 shares of previously unvested restricted stock held by Mr. Boyd.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

(b)The information required by this Item is set forth above under Item 1.01 and is incorporated herein by reference.

(c)On September 7, 2006, the Board of Directors of the Company approved the appointment of Michal L. Gayler to serve as the interim Chief Financial Officer and the Company’s principal financial officer and principal accounting officer, effective as of September 15, 2006. Mr. Gayler, age 48, is a Certified Public Account and has performed work in the past for certain of the Company’s subsidiaries and investees, including Dougherty’s Holdings, Inc. and Fairways Frisco L.P.

From 2003 to present, Mr. Gayler has served as President of GaylerSmith Group LLC, a financial consulting firm. From 2001 to 2003, Mr. Gayler served as Vice President of Buis & Co., an investment consulting firm. Prior thereto, Mr. Gayler served in a number of senior financial executive positions in a variety of industries. Mr. Gayler started his business career as an auditor with Coopers & Lybrand (now PricewaterhouseCoopers), an international public accounting firm. Mr. Gayler graduated from Texas Tech University with a BBA in Accounting.

Mr. Gayler does not have a family relationship with any director or executive officer, whether existing or prospective, of the Company. Pursuant to a Consultant Agreement, a copy of which is attached hereto as Exhibit 10.2, Mr. Gayler has served as a business consultant to the Company since May 2005. For hourly consulting services rendered during fiscal year 2005, the Company paid Mr. Gayler a total of $1,211.25, Fairways Equities LLC, an affiliate of the Company, paid Mr. Gayler a total of $53,570.20 and Dougherty’s Holdings, Inc., a subsidiary of the Company, paid Mr. Gayler a total of $24,341. For hourly consulting services rendered from January 1, 2006 through August 31, 2006, the Company has paid Mr. Gayler a total of $1,068.75 and Fairways Frisco, L.P., an entity in which the Company is a limited partner, has paid Mr. Gayler a total of $39,876.25. The Company is not affiliated with Buis & Co. or PricewaterhouseCoopers.

Pursuant to his existing agreement with the Company, a copy of which is attached as Exhibit 10.2, Mr. Gayler will continue to be paid based on hours worked and will continue to be compensated at the rate of $95 per hour. Mr. Gayler will not be an employee of the Company but will continue to act as an independent contractor. Accordingly, the Company will not provide Mr. Gayler with any health or major medical benefits.

-2-

Item 9.01Financial Statements and Exhibits.

(c)Exhibits.

Exhibit 10.1Letter Agreement, dated September 6, 2006, by and between the Company and Gary W. Boyd

Exhibit 10.2Consultant Agreement, dated May 16, 2005, between the Company and GaylerSmith Group, LLC

-3-

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: September 8, 2006	ASCENDANT SOLUTIONS, INC.
	By:	/s/ David E. Bowe
		David E. Bowe
		President and Chief Executive Officer

 -4-

EX-10.1

Exhibit 10.1

September 6, 2006

Gary W. Boyd

6601 Castle Pines Dr.

Plano, Texas 75093

Re: Agreement to provide transition and other necessary advisory services

Dear Mr. Boyd:

This letter sets forth our understanding of your agreement to provide services to Ascendant Solutions, Inc. and its subsidiaries (the “Company”) in the transition from your role as CFO of the Company to your new position with the Company’s affiliate, CLB Partners, Ltd. You have agreed to the following:

1.   Provide transfer of all files, work materials, computer programs and other information necessary for the Company’s new CFO to adequately perform his job functions.

2.   Be available to answer questions and as necessary, provide onsite or detailed explanations to the new CFO for any required tasks that he may perform.

3.   Assist with the preparation and/or review of SEC filings including but not limited to conversion to HTML and transmission to the SEC of all filings.

4.   Assist with transition of quarterly reviews by the Company’s auditors and the year end audit process to the new CFO.

5.   As needed, fulfill any other requests in the transition of your position to the new CFO.

6.   Be available to answer any questions I might have.

In exchange for your services outlined above, the Company’s Board of Directors has elected to vest 43,334 shares (See table below) of previously unvested restricted stock held by you.

Original Grant Date	No. of Shares	Original Vest Date
October 18, 2004	16,667	October 18, 2006
May 24, 2006	3,334	May 24, 2007
October 18, 2004	16,667	October 18, 2007
May 24, 2006	3,334	May 24, 2008
May 24, 2006	3,333	May 24, 2009

If you are in agreement with the foregoing, please sign and date in the space below.

Sincerely,

/s/ David E. Bowe

David E. Bowe

President & CEO

ACCEPTED & AGREED:
/s/ Gary W. Boyd	9-6-06
Gary W. Boyd	Date

 -5-

EX-10.2

Exhibit 10.2

PERSONAL AND CONFIDENTIAL

May 16, 2005

Mr. Gary W. Boyd

Chief Financial Officer

Ascendant Solutions

16250 Dallas Parkway, Suite 102

Dallas, Texas 75248

Dear Gary:

I have discussed with you, on a confidential basis that Ascendant Solutions (“the Company^") is currently searching for possible acquisition candidates ("Targets"). This letter will confirm an understanding between GaylerSmith Group, LLC ("GSG") and the Company in the event that (i) GSG introduces a Target to the Company and/or (ii) the Company specifically requests that GSG review a Target for possible acquisition by the Company (the“Transaction”). To the extent necessary, ourservices would include assisting you in the negotiation of the financial aspects of the proposed transaction, and if requested by the Company, assist in due diligence and / or raising capital to accomplish the Transaction.

As compensation for services, the Company agrees to pay GSG the following fees:

Retainer Fee

No retainer fee will be required at this time.

Transaction Fee

A transaction fee equal to three percent (3.00%) of the aggregate consideration paid by the Company up to $5 million plus one percent (1.0%) of the aggregate considerationpaid by the Company in excess of $5 million (the "Transaction Fee") which shall be payable in cash promptly upon closing of a Transaction.

The aggregate consideration shall be deemed to be the total amount received by the Target and its stockholders upon consummation of the acquisition (including any debt or capital lease obligations assumed, extinguished or discharged), plus, in the case of an acquisition of assets, the netvalue of any operating current assets not sold by the Target. The net value of any operating currentasset not sold by the Target will not be considered part of the aggregate consideration if the signed Letter of Intent specifically excludes the operating current assets from the Transaction.

-6-

If the consideration per share to be received by the holders of the Targets common stock exceeds the conversion price of any of the Target's outstanding convertible securities (excluding stock options), such securities shall be considered to have been converted for purposes of calculating the amount of aggregate consideration.

If such aggregate consideration may be increased by contingent payments related to future earnings or operations, the portion of our fee relating thereto shall be calculated and paid when and as such contingent payments are made.

In the event that the consideration is paid in whole or in part in the form of securities of the Company, the value of such securities, for purposes of calculating our fee, shall be the fair market value thereof, as the parties hereto shall mutually agree, on the day prior to the closing of the sale; provided, however, that if such securities consist of stock with an existing public tradingmarket, thevalue thereof shall be determined by the last sales price for such stock on the last trading day thereof prior to such closing.

Financing Fees

If the Company requests that GSG assist the Company with respect to financing of the Transaction and, as a direct or proximate result of GSG's assistance, financing is obtained and utilized by the Company, the Company will pay to GSG a fee as follows:

The Company will pay GSG (or cause GSG to be paid) a fee equal to one percent (1.0%) of the aggregate purchase price of senior securities or bank debt; twopercent (2.0%) of the aggregate purchase price of subordinated securities; three percent (3.0%) of the aggregate purchase price of preferred stock or common stock which fee shall be payable at the time of the funding of such financing.

Consulting Fee

If the Company requests that GSG assist the Company with respect with due diligence or other projects, the Company agrees to pay GSG a consulting fee of $95 per hour. Such consulting fee is not contingent upon the successful completion of the transaction contemplated hereunder, and shall be payable as billed by GSG from time to time.

Any consulting fee paid by or due from the Company to GSG directly related to the acquisition of the Target will reduce the Transaction Fee upon closing of a Transaction in an amount not to exceed $10,000.

Expenses

In addition to the cash fee that the Company agrees to pay for the services to be performed as set forth above, the Company agrees to reimburse GSG for all out-of-pocket expenses incurred on this project. Such expense reimbursement is not contingent upon the successful completion of the transaction contemplated hereunder, and shall be payable as billed by GSG from tune to time.

-7-

Indemnity

In addition to the fee which the Company has agreed to pay GSG for the services to be preformed on behalf of the Company, the Company agrees to indemnify and hold GSG and its officers, directors, agents and controlling persons harmless against and from any and all losses, claims, and damages or liabilities, joint and several, to which GSG and it officers, directors, agents and controlling persons may become subject in connection with the transactions referred to in this agreement under an of the Federal securities laws, under any other statute, at common law or otherwise, and to reimburse GSG and its officers, directors, agents and controlling persons for any legal or other expenses, including the cost of investigation and preparation, incurred by GSG and its officers, directors, agents and controlling persons arising out of or in connection with any action or claim in connection therewith, whether or not resulting in any Liability.

The indemnity provided in this paragraph shall cover any loss, claim, damage, liability or expense incurred by an indemnified party regardless of the negligence, or strict liability, of such indemnified party, but shall not cover any loss, claim damage, liability or expense resulting primarily from such indemnified party's gross negligence or willful misconduct. The indemnity provided in this agreement shall be in addition to any other rights any indemnified party may have with respect to the Company or otherwise.

Arbitration

Any controversy or dispute arising out of or relating to the Transaction or the breach or alleged breach of any provision of this Agreement which cannot be resolved by mediation shall be settled by arbitration in Dallas, Texas, in accordance with the rules of the American Arbitration Association and judgment upon award rendered the arbitrator may be entered in any court having jurisdiction thereof. The prevailing party in any such arbitration shall be entitled to recover from theother parity reasonable attorneys' fees and costs incurred in connection therewith. The determination of the arbitrator in such proceeding shall be final, binding and non-appealable.

Termination and Other

The Company or GSG may terminate this agreement at any time with or without cause, upon written advice to that effect to the other party. Notwithstanding any termination or expiration of this agreement, if during the two (2) year period after such termination or expiration a transaction of the nature contemplated by this agreement is consummated involving the Company and any party to whom the Company was introduced by GSG, or who was contacted by GSG in connection with its services hereunder or who was contacted by any party who was contacted by GSG in connection herewith, then the Company shall, immediately upon the closing of such transaction, pay to GSG the fees set forth above as if such transaction had been consummated prior to the termination or expiration of this agreement. The indemnity provisions as set forth above shall survive any termination or expiration of this agreement.

This agreement shall be governed by and construed and enforced in accordance with the laws of the State of Texas, without regard to the principles of conflicts of laws thereof.

-8-

If the foregoing correctly sets forth our understanding, please so indicate by signing and returning to us the enclosed copy.

Very truly yours,

GaylerSmith Group, LLC.

By: /s/ Michal L. Gayler

Michal L. Gayler

President

Agreed to and accepted this 18th day of May 2005.

By: /s/ Gary W. Boyd

Gary W. Boyd

-9-