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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. )*
------
Powerhouse Resources, Inc.
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Shares $0.01 par value per share
- --------------------------------------------------------------------------------
(Title of Class of Securities)
199780107
-----------------------------------------------------
(CUSIP Number)
Kam Sham Leung
Unit B, 11/F Dragon Heart Court, 11 Dragon Terrace, Hong Kong
(852) 2573.7662
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
18th August 1998
-------------------------------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13a-l(a) for other parties to whom copies are to be
sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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)
SEC 1746 (12-91)
<PAGE>
SCHEDULE 13D
CUSIP No. 199780107
-------------
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR l.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Kam Sham Leung
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
N/A
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF and OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO [ ]
ITEMS 2(d) or 2(e)
N/A
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australian
- --------------------------------------------------------------------------------
7 SOLE VOTING POWER
- --------------------------------------------------------------------------------
NUMBER OF | | SOLE VOTING POWER
SHARES | | 46,607,660
BENEFICIALLY |-----------------------------------------------------------------
OWNED BY | | SHARED VOTING POWER
EACH | | Nil
REPORTING |-----------------------------------------------------------------
WITH | | SOLE DISPOSITIVE POWER
| | 46,607,660
|-----------------------------------------------------------------
| | SHARED DIPOSITIVE POWER
| | Nil
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
46,607,660
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* [ ]
N/A
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) APPROXIMATELY
N/A
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
This Schedule 13D is being filed by Kam Sham LEUNG who is also a director of the
Issuer, Powerhouse Resources, Inc. (formerly known as Com-Tek Resources, Inc.)
of Denver, Colorado, U.S.A.
ITEM 1. SECURITY AND ISSUER.
This Schedule 13D relates to the Common Stock, $0.01 par value, of Powerhouse
Resources, Inc. The address of the principal executive office of Powerhouse
Resources, Inc. is 1764 Platte Street, Suite 200 (river side) Denver, Colorado
30202 U.S.A.
ITEM 2. IDENTITY AND BACKGROUND
This Schedule 13D is being filed by Kam Sham LEUNG of Unit B, 11th floor, Dragon
Heart Court, No.ll Dragon Terrace, Tin Hau, of Hong Kong who is a director of
the Issuer and the Chairman and CEO of Powerhouse Electric Limited (formerly
known as Access Power Limited), a company incorporated in the British Virgin
Island, a 100% owned subsidiary of Powerhouse Resources, Inc., the Issuer.
In September 1994, Com-Tek Resources, Inc. acquired the entire equity of Access
Power Limited which was then subsequently become the 100% owned subsidiary of
Com-Tek Resources, Inc.
ITEM 3 SOURCE OF FUND OR OTHER CONSIDERATION
1. In February 1995, an Offer and Placing to raise US$7.2 million was made in
London to enable Com-Tek Resources, Inc. to focus on power station projects
in China. A copy of the prospectus is attached hereto.
The Reporting Person was a co-founder and 50% owner of Access Power
Limited. After the acquisition of Access Power Limited by Com-Tek
Resources, Inc., the Reporting Person remained to act as the Chairman and
CEO of Access Power Limited and a director of Com-Tek Resources, Inc.
-1/3-
<PAGE>
Under the Access Power Agreement dated 17th January 1995, the Reporting
Person as Vender in consideration of the sale of the joint venture projects
in China was issued with a quantity of common shares of Com-Tek as detailed
in pages 8, 9 and 10 of the said Prospectus, copies of which pages are
attached hereto and exhibited as "Annex A".
In August 1995, pursuant to the above consideration, the Reporting Person
was issued with an initial lot of 1,474,660 common shares.
In September 1996, as settlement of the whole of the consideration
mentioned above, the Reporting Person was issued with an additional
22,000,000 common shares.
In June 1996, the Reporting Person purchased by his own funds from the
London Stock Exchange 650,000 common shares at US$0.03 per share.
In August 1995 at an Annual General Meeting, the name of Com-Tek Resources,
Inc. was changed to Powerhouse Resources, Inc. and the name of Access
Power Limited was changed to Powerhouse Electric Limited. The Company has
also in that Meeting decided to concentrate on power station projects in
China and not to allocate new funds to oil and gas, consequently in March
1996, the principal US oil and gas interest of the Company was merged into
Monument Resources, Inc. (a company incorporated in Colorado, U.S.A.) in
exchange for cash and shares in that company.
In December 1996, the Reporting Person was issued with 7,333,000 common
shares by conversion of his accumulative salary payable by the Company
(US$73,300) at US$0.01 per share.
In August 1997, the Reporting Person was issued with 150,000 common shares
by conversion of a bonus payable by the Company (US$1,500) at US$0.01 per
share.
In 14 January 1998, the Board Resolved that in recognition of the Reporting
Person's efforts and dedication in the preservation of the Company's assets
in China for the past two years and in securing the various investments and
loans from Cantrust (Far East) Limited of Hong Kong, the Reporting Person
be guaranteed 15,000,000 bonus shares of US$0.01 each and the option to
-2/3-
<PAGE>
purchase 35,000,000 common shares of US$0.01 each of the Company by payment
at par valve. Such right and option must be exercised during the period
from the first day of the second year from today and the last day of the
fourth year from today. The said 15,000,000 Common Shares of US$0.01 and
the Option to purchase 35,000,000 Common Shares at US$0.01 per share have
now been issued to the Reporting Person as stated in the Letter from the
President of the Company to the United Stock Transfer Corporation dated 18
June 1998 which letter is also attached hereto and exhibited as "Annex B".
A Summary of the Reporting Person's holding of Common Share and Share
Option in the Company is as follows:
Date No. of Shares
---- -------------
18 August 1995 1,474,660
24 June 1996 650,000
16 September 1996 21,000,000
11 December 1996 7,333,000
11 August 1997 1,000,000
13 August 1997 150,000
23 June 1998 15,000,000
----------
46,607,660
==========
Date No. of Share Option
---- -------------------
07 August 1998 35,000,000
==========
The Reporting Person
/s/ Kam Sham Leung
-------------------------
Kam Sham LEUNG
18 August 1998
-3/3-
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This document is important and requires your immediate attention. When
considering what action to take, you are recommended to seek advice from your
stockbroker, bank manager, solicitor, accountant or other independent
professional adviser without delay. A copy of this document together with the
documents referred to in paragraph 14 of Part 7 has been delivered to the
Registrar of Companies, pursuant to Section 77 of the Companies Act 1985.
This document includes particulars given in compliance with the USM Rules of the
London Stock Exchange for the purpose of giving information with regard to the
Company. The directors of COM-TEK Resources, Inc., whose names appear in the
section entitled "Directors and Advisers", have taken all reasonable care to
ensure that the facts stated herein are true and accurate in all material
respects and that there are no other material facts the omission of which would
make misleading any statement herein, whether of fact or of opinion. All
directors accept responsibility accordingly.
Application has been made for the grant of permission to trade on the Unlisted
Securities Market of the London Stock Exchange in the Common Shares and Class A
Convertible Preferred Shares of the Company. It is emphasised that no such
application has been made for either class of security to be admitted to
listing.
The Common Shares and Class A Convertible Preferred Shares may not be
immediately dealt in in the USA. Attention is drawn to the section entitled
"Restrictions on Dealing" on page 17 of this document.
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COM-TEK Resources, Inc.
(Incorporated in the State of Colorado in the United States of America
with Limited Liability)
Preliminary Announcement
for the year ended 30 September 1994
Acquisition of Access Power
Three Power Projects in China
Investment in China Joint Venture
Offer of
1,620,868 Class A Convertible Preferred Shares at 80p per share
Placing of
61,000,000 New Common Shares at 4p per share
and
1,641,632 Class A Convertible Preferred Shares at 80p per share
INDEBTEDNESS
At the close of business on 30 December 1994 the Company and its subsidiaries
had outstanding unsecured loans of US$317,400 and outstanding obligations under
finance leases of US$10,709 and letters of credit of US$25,000, such letters of
credit being secured by a certificate of deposit of an equal amount.
Save as disclosed above and for intra group liabilities, at the close of
business on 30 December 1994, the Company and its subsidiaries did not have any
loan capital (including term loans) outstanding or created but unissued, or any
mortgages, charges, debentures or other borrowings or indebtedness in the nature
of borrowing including bank overdrafts and liabilities under acceptances (other
than normal trade bills) or acceptance credits, hire purchase or finance lease
commitments, guarantees or other material contingent liabilities.
Foreign currency items included in the above amount have been translated into US
dollars at the relevant rate of exchange at the close of business on 30 December
1994.
<PAGE>
COM-TEK Resources, Inc.
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All of the Group's net oil and gas production for the last 3 years came from
properties located within the continental United States and Canada, and was as
follows:
Net Gas (Mcf) Net Oil (Bbls)
1994
US 129,958 3,115
------- -----
TOTAL 129,958 3,115
------- -----
1993
US 268,000 3,000
Canada 100,000 2,000
------- -----
TOTAL 368,000 5,000
------- -----
1992
US 287,788 3,123
Canada 82,283 1,801
------ -----
TOTAL 370,071 4,924
------- -----
Development Wells Drilled
The drilling activities of the Group, all of which were development wells, for
the last three fiscal years, on the basis of wells drilled and the Group's net
Working Interest therein were as follows:
1994* 1993 1992
Gross/Net Gross/Net Gross/Net
Productive 5/0.625 3/0.375 2/0.571
Dry 0/0 0/0 0/0
--------- --------- ---------
Total Wells 5/0.625 3/0.375 2/0.571
========= ========= =========
* Under its Galvan Ranch agreement, the company was tenant-in-common for each of
these wells and at the Company's option, will back-in without penalty upon
payout on a well-by-well basis.
Developed and Undeveloped Acreage
As at 30 September 1994, the Group held developed and undeveloped interests in
oil and gas leases as follows:
Developed and undeveloped Acreage
State Gross Acres Net Acres
Colorado 400 76
Kansas 1,400 1,386
Montana* 15,701 510
New Mexico 720 700
New York 134 134
Texas 68,305 10,526
------ ------
86,660 13,332
====== ======
TOTAL
* Sold subsequent to 30 September 1994.
ACQUISITION OF ACCESS POWER
Since the change in the Board in early 1994, the Board has reviewed and analysed
a number proposals for adding to the Group's existing business. Its conclusion
was that whilst the US oil and gas business could be capable of profitable
operation, the prospects for significant corporate growth an hence shareholder
value by this business alone were limited. Although the Company has operated as
an energy company in the past and will continue to do so, the Board has
determined that other energy related activities outside the United States could
provide greater opportunities to accomplish its goals on behalf of shareholders.
<PAGE>
A number of proposals were considered including power generation in the PRC but
the method of obtaining participation in such projects was not clear. In August
1994, an introduction was made to Access Power, a company which has developed
contacts in PRC which enable it to deliver viable projects of the scale the
Company could take on and which should be capable of generating income
relatively quickly.
The Company has today entered into the Access Power Agreement. This agreement
provides for the acquisition by the Company of the entire issued share capital
of Access Power and hence of Access Power's interests in the joint ventures
detailed below, all such other prospects for the development of or participation
in certain types of power projects as have been identified by the Vendors and
for all such future opportunities to be made available to Access Power The
Access Power Agreement is conditional on completion of the Offer and Placing.
The Vendors are the founders and current owners of Access Power and both have
been appointed Directors of the Company. Since 1993, the Vendors have been
seeking power generation opportunities in China. They have now identified the
opportunity to construct small power stations in China in joint ventures with
local power bureaux and local authorities and through Access Power have already
reached agreement for the construction and operation of three power stations,
details of which are set out below and in paragraph 5 of Part 7.
Access Power was incorporated in May 1994 and, save for entering into the joint
ventures detailed below and assisting in the establishment of the 50 megawatt
power project also detailed below, has not traded. Access Power has no
liabilities save those arising from the joint venture contracts and has had no
income since incorporation.
MAN, the German engineering group, has been identified by Access Power as a
potential supplier of generating sets for the small power stations and has been
invited to quote for a packaged power station specification to meet the needs of
the Chinese market. Access Power has, in addition, identified certain other
power needs in China, including transformers and power distribution systems
which may be suitable for COM-TEK. Access Power is also establishing contacts in
other Far East developing countries where similar projects might be established.
Under the terms of the Access Power Agreement the Vendors will exclusively
introduce to Access Power power generation business opportunities for the
construction and operation of small power stations (100 megawatts or less),
transmission lines and transformers, covering the supply and distribution, of
electric power principally in China but also elsewhere in the world (including
the USA and the UK). In particular the Vendors will introduce to Access Power a
further nine 4 megawatt power station projects in Guangdong Province in China
and the 100/0 interest in the western partner's 54% interest in a China joint
venture established to complete the construction of a 50 megawatt power station
project at Kaoyeo City, Guangdong Province.
The consideration under the Access Power Agreement will be payable as to a sum
of US$50,000 and the issue of 8,250,000 Warrants in respect of each one of the
three generating projects in respect of which Access Power has already reached
agreement as detailed above, amounting in aggregate to US$150,000 and 24,750,000
Warrants. The US$50,000 of the consideration per project is to be satisfied by
the issue of Class A Convertible Preferred Shares valued at a Common Share
equivalent of US$0.075 per Common Share. These Class A Convertible Preferred
Shares and Warrants will be issued as follows:
(1) the first 1/3 of such Class A Convertible Preferred Shares and Warrants in
respect of a particular project are to be issued upon execution of all
appropriate contracts and the business licence in respect of the relevant
joint venture being issued by the relevant Government Department in the PRC
in a form acceptable to COMTEK or on completion of the Access Power
Agreement if later;
(2) the second 1/3 of such Class A Convertible Preferred Shares and Warrants in
respect of a particular project are to be issued when the completion
certificate is issued by the relevant Government Department certifying that
the power station has passed the operation, reliability and efficiency
tests;
(3) the final 1/3 of such Class A Convertible Preferred Shares and Warrants in
respect of a particular project are to be issued when the first month's
revenues are received from power generation from that plant.
If and when the Vendors introduce up to nine further such 4 megawatt projects to
Access Power, with which Access Power decides to proceed, additional contingent
consideration will be paid on the same per project basis.
<PAGE>
COM-TEK shall pay to the Vendors further consideration of a sum equal to 10% of
the gross projected project cost of any other projects introduced by the Vendors
and participated in by Access Power. This consideration is subject to reduction
such that the internal rate of return to the Group, after allowing the direct
cost to the Group and confirmed third party debt finance, shall not be less than
20%. Such contingent consideration may be satisfied in Common Shares (or Class A
Convertible Prefer Shares) or cash at COM-TEK's discretion.
In respect of Access Power's 10% interest in the western joint venture partner
which has a 54% interest in a 50 megawatt project at Kaoyeo City, the Vendors
will also receive US$50,000 (to be satisfied by issue of 30,303 Class A
Convertible Preferred Shares at a Common Share equivalent price of US$0.075 per
Common Share) together with 8,250,000 Warrants as well as the reimbursement of
their expenses of US$25,000. Details of this project including Access Power's
required $450,000 equity investment be found in the section headed "50 MegaWatt
Power Project" below.
Following the introduction of a specific class of business (e.g. power stations
under 10 megawatts), other than the twelve projects referred to above, in a
specific country in respect of three separate projects or five linked projects,
the Vendors will not thereafter be entitled to any further contingent
consideration in respect of subsequent introductions in such class in such
country.
Save for the commission payable in respect of the multi project financing
package referred to below where the Vendors have commenced negotiations for the
funding of projects or have identified potential project or corporate funding
source for power generation business, they shall introduce funding source to
Access Power but no further payments shall be made to them in respect thereof.
If the Board turns down a project introduced by the Vendors, such decision being
made without their participation, the Vendors are free to introduce such project
to any third party provided that the term such introduction are no more
favourable than those offered to Access Power. The Vendors shall no liable to
account to COM-TEK in respect of any profits earned in respect of such
introductions.
The obligations of the parties will cease on the fifth anniversary of completion
of the Access Power Agreement or may be terminated by either party giving not
more than twelve months' notice expiring on or after the third such anniversary,
save that the parties will continue to owe certain obligations to each other in
respect of participation in projects arising from introductions by the Vendors
before such dates.
Under the terms of separate agreements the Vendors are entitled to specific
commissions payable respect of the arranging of a multi project financing
package of up to US$20 million for the proposed PRC projects and for their
assistance in the Offer and Placing. These commissions will amount to 1 1/2%
each of the value of the financing package (such fee not to exceed US$300,000 in
any event) and funds raised by the Offer and Placing, and are payable in Class A
Convertible Preferred Shares. Further details of these agreements are set out in
paragraph 5 of Part 7.
Upon becoming Directors of the Company and employees of Access Power, Messrs
Stone and become entitled to participate in the Company's Stock Option Plans. It
is agreed by the Board that they will be granted options under the plans to
acquire Common Shares at US$0.075 per share. A grant of options to acquire up to
22,500,000 Common Shares will be made to each of them upon completion the Access
Power Agreement and of these, options over 2,500,000 Common Shares shall vest
Access Power entering into a joint venture in China for each of nine 4 megawatt
power stations constructed and operated by such joint venture. The options will
be exercisable as to 1/3 on the grant and acceptance by the Company of the
business licence in respect of the project, 1/3 on the completion of the turnkey
construction contract and the final 1/3 upon the receipt by the joint venture of
the revenues from the operation of the power station.
CHINA AND ELECTRIC POWER
The PRC is the third largest country in the world in terms of land area. It has
a territory of approximately 9.6 million square kilometres (5.97 million square
miles). As at the end of 1991, the population PRC was over 1.15 billion. It is
the world's most populous country, inhabited by about one-fifth world's
population.
Administratively, the PRC is divided into 23 provinces, three municipalities and
five autonomous regions. The three municipalities are Beijing, Shanghai and
Tianjin, which report directly to the government. The autonomous regions are
Inner Mongolia, Guangxi, Ningxia, Xinjiang and Tibet. Below the level of
provinces autonomous regions are prefectures, cities, counties and townships.
In 1979, the PRC began implementing an economic reform programme in an effort to
revitalise the economy and improve the standard of living. Since that time, the
PRC government's economic policies
Jack Donnelly
United Stock Transfer Corp.
13275 East Fremont Place
Suite 302
Englewood, Colorado 80112-3917
18 June 98
Dear Jack,
In a duly called Powerhouse Board of Directors meeting on January 14, 1998
the following resolution was passed.
"RESOLVED THAT in recognition of Sam Leung's efforts and dedication in the
preservation of the Company's assets in China for the past two years and in
securing the various investments and loans from Cantrust (Far East) Limited of
Hong Kong, Sam Leung be guaranteed 15,000,000 bonus shares of US $0.0l each and
the option to purchase 35,00O,0OO common shares of US $0.01 each of the Company
by payment at par value. Such right and option must be exercised during the
period from the first day of the second year from today and the last day of the
fourth year from today".
Therefore, this letter is authorization for United Stock Transfer Corp. to issue
15,000,000 (15 million) common shares to the following:
Sam Leung
Unit B
l1/F Dragon Heart Court
No.11 Dragon Terrace
Hong Kong
Kindly deliver the above referenced shares to myself for forwarding to Mr.
Leung.
In addition, please change Mr. Leung's address of record on the transfer books
to reflect Mr. Leung's new address for his previously issued shares.
Please let me know if you need anything further,
Sincerely,
/s/ Dennis Dowd
- ----------------------------
Dennis Dowd
