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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C.
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
APRIL 5, 1996
Date of Report (Date of Earliest Event Reported)
POWERHOUSE RESOURCES, INC.
Exact Name of Registrant as Specified in its Charter
COLORADO 0-11546 84-0832977
State or other Commission file IRS Employer Iden-
Jurisdiction of Number tification Number
Incorporation
1624 MARKET STREET, SUITE 303, DENVER, CO 80202
Address of Principal Executive Offices, Including Zip Code
(303) 595-8555
Registrant's Telephone Number, Including Area Code
N/A
Former Name or Former Address, if Changed Since Last Report
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Item 2. Acquisition or Disposition of Assets.
In the initial filing of the current report on Form 8-K dated April 5,
1996, Powerhouse Resources, Inc. (the "Company") reported that it had sold all
of the outstanding stock of its wholly owned subsidiary, Crescent Oil & Gas
Corporation ("Crescent") to Monument Resources, Inc. ("Monument") and the
Company received 1,000 shares of Monument series A convertible preferred stock.
The shares of preferred stock would have been convertible into a total of up to
4,600,000 shares of Monument common stock upon the occurrence of certain events.
The actual number of Monument common shares would have ranged from a minimum of
3,000,000 shares up to 4,600,000 shares depending on the Company fulfilling
certain financial commitments and also whether Monument exercised on option to
acquire the Company's rights to an oil storage and warf on a site in China.
On August 5, 1996 the Company, Crescent and Monument entered into a
supplement to the Agreement which substantially modified the original plan of
Monument acquiring Crescent. Effective as of April 1, 1996, Monument will now
acquire only the assets of Crescent known as (a) the Galvan Ranch property, Webb
County, Texas; (b) the Leavenworth, Kansas gas system pipeline, wells, buildings
and equipment; and (c) the East Voss property in Knox County, Texas. Monument
will issue 3,000,000 shares of its Common Stock to the Company subject to the
execution of documents necessary to assign the properties and clear liens and
encumbrances against the properties. In addition, all of the 1,000 shares of
Monument's convertible preferred stock originally issued to Powerhouse will be
canceled. In addition to the issuance of 3,000,000 shares, Monument will pay
the Company the sum of $225,000 in cash. The 3,000,000 shares of Common Stock
issued to the Company represents approximately 39.5% of the shares now
outstanding.
Item 7. Financial Statements and Exhibits
(a) Financial Statements. The financial statements required are not yet
available and will be filed by amendment at the earliest practicable date.
(b) Pro Forma Financial Information. The proforma financial information
required by Article II of Regulation S-X is not yet available, and will be filed
by amendment at the earliest practicable date.
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(c) Exhibits.
2) Agreement and Plan of Reorganization among Powerhouse Resources,
Inc., Crescent Oil & Gas Corporation and Monument Resources, Inc. and Addendum
thereto.**
2.1) Supplement to agreement dated August 5, 1996.
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** Filed previously and accepted by the Securities & Exchange Commission on
May 1, 1996.
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EXHIBIT 1
MONUMENT, CRESCENT, POWERHOUSE AGREEMENT
DATED AUGUST 5, 1996
ACCOUNTS PAYABLE AS OF AUGUST 1, 1996
CRESCENT OIL & GAS CORP. PAYABLES AMOUNT
Midwest Surveys $ 1,625.58
Swanter and Gordon $ 7,245.00
Garcia's Roustabout $ 579.20
Eldeman Backhoe $ 455.00
Murray, Tillotson and Nelson $ 362.06
Pumpers Supply and Equipment $ 452.26
Tidewater Compression $11,815.54
Diehl, Banwart & Bolden $ 590.00
Jeff Ogden $ 3,712.51
Conner, Cantey and Clover $12,963.82
Ehrhardt, Keefe, Steiner & Hottman $ 8,995.73
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Total $48,796.70
Oil and Gas Royalty Interests Payable $ 4,410.96
Monument Payments on behalf of Crescent
- - to be reimbursed to Monument:
Wayne Melton $ 1,250.00
Shaw, Spangler & Roth $27,022.71
CT Corporation $ 155.00
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Total $28,427.71
Total Payables at April 1, 1996 $81,635.37
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EXHIBIT 2.1
SUPPLEMENT TO AGREEMENT
THIS SUPPLEMENT TO AGREEMENT is made and entered into this 5th day of
August, 1996 by and among Monument Resources, Inc. ("Monument"), a Colorado
corporation, Crescent Oil & Gas Corporation ("Crescent"), a Delaware
corporation, and Powerhouse Resources, Inc. ("Powerhouse"), a Colorado
corporation.
WHEREAS, an Agreement and Plan of Reorganization dated February 23,
1996, and its Addendum dated March 22, 1996, has heretofore been executed by
the parties; and
WHEREAS, the parties wish to make certain fundamental changes in the
terms and conditions set forth therein;
NOW THEREFORE, for and in consideration of the mutual covenants and
agreements herein set forth and the mutual benefits of the parties to be
derived herefrom, it is hereby agreed as follows:
1. Article 3 entitled "Plan of Reorganization" is hereby deleted, with
the sole exception of the right of first refusal and absolute right to
purchase referred to therein, in Section 4 of the March 22, 1996, addendum
and in lieu thereof the parties agree that Monument will acquire by purchase
the three following assets of Crescent known as: (a) the Galvin Ranch
property, Webb County, Texas; (b) the Kansas (Levenworth) gas system
pipeline, shells, buildings and equipment; and (c) the East Voss Oil property
in Knox County, Texas. Monument will not acquire the Suimork Oil Depot in
China.
2. Monument will pay to Powerhouse in consideration for such properties
set forth immediately above the amount of 3,000,000 shares of its common
stock, which will be issued upon execution of the documents necessary to
assign the properties set forth above free and clear of liens and
encumbrances except those of record, and the return of the 1,000 shares of
Monument's convertible preferred stock.
3. In addition, the 1,000,000 shares of Monument now held in escrow
payable under certain circumstances to Powerhouse will be canceled and
returned to Monument in consideration for the following: (a) $25,000 cash to
be paid to Powerhouse upon execution hereof; (b) $100,000 shall be paid by
Monument to Powerhouse and escrowed and will be disbursed to Powerhouse when
Powerhouse produces a general release and waiver from Alan Arnold with
respect to his employment agreement, office rental expenses and other items
of a similar nature. The general waiver will also include the requirement
that all books, records and property files of Crescent be returned to the
Denver office as part of the overall settlement and general release and
waiver; (c) an additional $100,000 shall be paid by Monument to Powerhouse
and escrowed and disbursed against the expenses set forth on Exhibit 1 of the
Escrow Agreement. These expenses are accounts payable of Crescent which been
mutually agreed to be paid out of the $100,000 payment set forth in this
subparagraph; and (d) any funds in excess of the amounts required to be paid
for payment or settlement of those matters set forth in this paragraph shall
be the sole property of Powerhouse and disbursed to it upon settlement or
payment of the required amounts in each sub-paragraph, but in no event later
than October 1, 1996.
4. Powerhouse shall have a one-time right to demand registration of the
Monument shares described in paragraph 2 subject to the following
conditions:
i) such demand shall be effective only at such times as Monument's
financial statements are sufficiently current for inclusion in registration
statements which may be filed on Forms S-1, S-3 or SB-2, it being the intent
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of the parties that any incremental accounting costs incurred either be minimal
or paid by Powerhouse;
ii) such demand shall not be made nor be effective if at such time
Monument has underway any material bonafide capital raising, merger or
similar transaction which would be adversely affected by such demand;
iii) costs including legal fees, printing and miscellaneous expenses
(estimated not to exceed $50,000) shall be shared equally regardless of the
actual amount, as between Powerhouse and Monument; and
iv) such demand registration right shall expire on April 1, 1999.
5. Monument agrees that it will use its best efforts and expertise to
assist Powerhouse in the management of its remaining oil and gas properties
which will continue to be owned by Crescent.
6. The Board of Directors of Powerhouse will agree that it will
instruct its proper officers to vote any and all shares of Monument held by
it at the direction of the management of Monument for a period of two years
from the date hereof, at any properly convened meeting for the purpose of
electing a slate of directors nominated by Monument management.
7. Powerhouse acknowledges and Monument agrees that Powerhouse shall
have the right to appoint one member to Monument's Board of Directors until
such time as Powerhouse owns fewer than 500,000 Monument shares.
8. The effective date of the transaction is deemed to be April 1, 1996.
9. To the extent any provisions of the Agreement and Plan of
Reorganization or its Addendum dated March 22, 1996, are inconsistent with
the terms of this Supplement, the provisions of this Supplement will apply.
All other provisions of the foregoing Agreement and Plan of
Reorganization shall continue to be effective except to the extent modified
herein which shall control in such instance.
IN WITNESS WHEREOF, the parties hereto have caused this Supplement to
Agreement to be executed by their respective officers, hereunto duly
authorized.
("Monument")
MONUMENT RESOURCES, INC.
By /s/ Anton G. Foust
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Anton G. Foust, President
("Crescent")
CRESCENT OIL & GAS CORPORATION
By /s/ Dennis C. Dowd
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Dennis C. Dowd, Vice President and
Director
("Powerhouse")
POWERHOUSE RESOURCES, INC.
By /s/ Dennis C. Dowd
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Dennis C. Dowd, President
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