OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ___)*
Tech Electro Industries, Inc.
----------------------------
(Name of Issuer)
COMMON STOCK
----------------------------
(Title of Class of Securities)
0008782401
-------------
(CUSIP Number)
Mee Mee Tan
Tech Electro Industries, Incorporated
477 Madison Avenue, 24th Floor
New York, NY 10022
(212) 583-0900
-----------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
December 29, 1999
-----------------------------------------------------------
(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-1(b)(3) or (4), check the following box.
Check the following box if a fee is being paid with the statement
[ X ]. (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 13d-1(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 13-D
CUSIP No. 000 878-24-01 Page 2 of 9 Pages
___________________________________________________________________________
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person):
WILLIAM KIM WAH TAN
___________________________________________________________________________
(2) Check the Appropriate Box if a Member of a Group*
(a) [X]
(b) [ ]
___________________________________________________________________________
(3) SEC Use Only
___________________________________________________________________________
(4) Source of Funds*
00 AF PF
___________________________________________________________________________
(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:
Malaysia
___________________________________________________________________________
Number of Shares (7) Sole Voting Power: 575,000 Shares of Common
Beneficially Owned Stock (see response to
by Each Reporting item 5(a))
Person With:
(8) Shared Voting Power: 2,997,546
(9) Sole Dispositive Power: 575,000 Shares of Common
Stock (see response to
item 5(a))
(10) Shared Dispositive Power: 2,997,546
___________________________________________________________________________
(11) Aggregate Amount Beneficially Owned by Each Reporting Person:
3,572,546 Shares of Common Stock (see response to Item 5(a))
___________________________________________________________________________
(12) Check box if the Aggregate Amount in Row (11) Excludes Certain Shares*
___________________________________________________________________________
(13) Percent of Class Represented by Amount in Row (11):
15.5% / 37.5% (see response to Item 5(a))
___________________________________________________________________________
(14) Type of Reporting Person*
IND
___________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 000 878-24-01 Page 3 of 9 Pages
Item 1. Security and Issuer.
Securities:
-----------
Common Stock, no par value ("Common Stock")
Issuer: Tech Electro Industries, Inc.
477 Madison Avenue, 24th Floor
New York, NY 10022
Item 2. Identity and Background.
Information as to the Reporting Person
--------------------------------------
(a) Name: William Kim Wah Tan
(b) Address: c/o Wisma Stephens #27-02
Jalan Raja Chulan
50200 Kuala Lumpur, Malaysia
(c) Principal Business: Chairman of the Board of Directors
President and Chief Executive Officer of
Tech Electro Industries, Inc.
and an Investor
(d) The reporting person has not, during the last five
years, been convicted in a criminal proceeding.
(e) The reporting person has not, during the last five
years, been a party to a civil proceeding of a
judicial or administrative body of competent
jurisdiction as a result of which it was or is
subject to a judgment, decree or final order
enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state
securities laws or finding any violation with
respect to such laws.
(f) Citizenship: Malaysia
<PAGE>
CUSIP No. 000 878-24-01 Page 4 of 9 Pages
Item 3. Source and Amount of Funds or Other Consideration.
On July 6, 1999, 270,000 shares of Common Stock at $1.00 per
share, were acquired from the Issuer as consideration for
services rendered to the Issuer by the Reporting Person and in
lieu of other compensation.
The Corporation issued 100,000 shares of Common Stock at $2.25
per share on February 25, 1998 to the Reporting Person for
services rendered to the Issuer in 1997 in lieu of other
compensation. On December 22, 1999, this transaction was
rescinded by the Corporation and the Reporting Person who has
waived all compensation due him for said services rendered.
The said shares were returned to the Corporation and are now
treasury shares.
The Corporation issued 300,000 shares of Common Stock at
$0.8154 per share on November 18, 1998 to the Reporting Person
for services rendered to the Issuer in 1998 and in lieu of
other compensation. On December 22, 1999, this transaction was
rescinded by the Corporation and the Reporting Person who has
waived all compensation due him for said services rendered.
The said shares were returned to the Corporation and are now
treasury shares.
As stated above, on July 6, 1999, the Corporation issued
270,000 shares of Common Stock to the Reporting Person as
compensation for services rendered in 1999 and in lieu of
other compensation. On December 22, 1999, this transaction was
rescinded by the Corporation and the Reporting Person who has
waived all compensation due him for said services rendered.
The said shares were returned to the Corporation and are now
treasury shares.
On October 22, 1999, 500,000 Warrants were acquired by
Placement and Acceptance, Inc. from the Issuer as
consideration for services rendered to the Issuer in
conjunction with the Reporting Person acting as an agent in
the AlphaNet Hospitality Systems, Inc. private placement. The
above Warrants are exercisable as of October 22, 1999 at $0.75
per share and expire on October 22, 2004. The above Warrants
are owned by Placement and Acceptance, Inc. of which the
Reporting Person is a director and officer. Ben eficial
ownership of these securities is disclaimed and this report
shall not be deemed an admission that the Reporting Person is
the beneficial owner of such securities for the purposes of
Section 16 or any other purposes. On October 22, 1999, 550,000
Warrants were acquired by Placement and Acceptance, Inc. from
the Issuer as consideration for arranging a credit facility
<PAGE>
CUSIP No. 000 878-24-01 Page 5 of 9 Pages
for the Issuer in conjunction with the AlphaNet Hospitality
Systems, Inc. transaction. The above Warrants are exercisable
as of October 22, 1999 at $0.75 per share and expire on
October 22, 2004. The above Warrants are owned by Placement
and Acceptance, Inc. of which the Reporting Person is a
director and officer. Beneficial ownership of these securities
is disclaimed and this report shall not be deemed an
admission that the Reporting Person is the beneficial owner of
such securities for the purposes of Section 16 or any other
purposes.
On October 22, 1999, 727,273 Warrants were acquired by
Ventures International, Ltd. in conjunction with the Reporting
Person's participation in Issuer's private placement for the
acquisition of AlphaNet Hospitality Systems, Inc. The above
Warrants are exercisable as of October 22, 1999 at $0.75 per
share and expire on October 22, 2004. The Issuer's private
placement memorandum stated that one Warrant is issued for
every share of Common Stock purchased at $0.6875. Thus, due to
the Reporting Person's purcha se of 727,273 shares of Common
Stock, an equal number of Warrants were issued. Specifically,
The above Warrants are owned by Ventures International, Ltd.
of which the Reporting Person is a director and officer.
Beneficial ownership of these securities is disclaimed and
this report shall not be deemed an admission that the
Reporting Person is the beneficial owner of such securities
for the purposes of Section 16 or any other purposes.
On November 15, 1999 400,000 Options were acquired by the
Reporting Person from the Issuer. The above Options are
exercisable as of November 15, 1999 at $0.75 per share with an
expiration date of November 15, 2004. The 400,000 options were
issued in conjunction with an unanimous written consent of the
Board of Directors of the Issuer to grant stock options to
directors, key executives and employees.
208,000 Common Shares priced at $0.75 were acquired from the
Issuer on January 12, 2000 as consideration for repayment of a
$156,000 loan made by the Reporting Person to the Issuer and
in lieu of other compensation. Shares are owned by Placement &
Acceptance, Inc. of which the Reporting Person is a director
and officer. Beneficial ownership of these shares is
disclaimed and this report shall not be deemed an admission
that the Reporting Person is the beneficial owner of such
securities for the purposes of Section 16 or any other
purposes.
727,273 Common Shares priced at $0.6875 were acquired from the
Issuer on January 19, 2000 as consideration for the Reporting
Person's participation in a private placement of the issuer in
conjunction with the Issuer's purchase of AlphaNet Hospitality
Systems. Shares are owned by Ventures International, Ltd. of
<PAGE>
CUSIP No. 000 878-24-01 Page 6 of 9 Pages
which the Reporting Person is a director and officer.
Beneficial ownership of these shares is disclaimed and this
report shall not be deemed an admission that the Reporting
Person is the beneficia l owner of such securities for the
purposes of Section 16 or any other purposes.
Item 4. Purpose of Transaction.
Response to Item 3 above incorporated herein by reference.
Item 5. Interest in Securities of Issuer.
(a) The Reporting Person directly holds 75,000 shares of
Common Stock and options to acquire 500,000 shares of
Common Stock.
In conformance with Section 13(d) under the
Securities Exchange Act of 1934, as amended, and Rule
13d promulgated thereunder, the Reporting Person has
reported all its ownership interest based on both
shares of Common Stock directly owned by the
Reporting Person and shares of Common Stock
underlying securities which are exercisable or
convertible within 60 days of the date of this
Schedule.
The Reporting Person, through his affiliation with
Placement and Acceptance, Inc. holds 288,000 shares
of Common Stock and Warrants to acquire 1,250,000
shares of Common Stock. The Reporting Person also
directly holds 5,000 Units; each Unit consists of one
share of Common Stock and one share of Series A
Convertible Preferred Stock. (Each share of Series A
Preferred Stock is convertible into 2 shares of
Common Stock.)
The Reporting Person, through his affiliation with
Ventures International, Ltd. holds 727,273 shares of
Common Stock with Warrants to acquire 727,273 shares
of Common Stock.
Based on Company's records as of February 2, 2000,
7,023,933 shares of Common Stock were outstanding.
The 1,090,273 shares of Common Stock that the
Reporting Person has sole and/or shared voting and
dispositive power represents 15.5% of the shares of
Common Stock outstanding. If the Reporting Person
were to exercise his options, he would have a have
sole and/or shared voting and dispositive power over
<PAGE>
CUSIP No. 000 878-24-01 Page 7 of 9 Pages
3,567,546 shares of Common Stock. Based on 9,501,206
shares of Common Stock which would be outstanding,
the Reporting Person would control 37.5% of the
Common Stock outstanding.
In conformance with Sections 13(d) under the
Securities and Exchange Act of 1934, as amended, and
Rule 13(d) promulgated thereunder, the Reporting
Person has reported all its ownership interest based
on both the shares of Common Stock directly owned by
the Reporting Person and shares of Common Stock
underlying securities which are exercisable or
convertible within 60 days of the date of this
Schedule.
(b) The Reporting Person has sole voting and dispositive
power over 75,000 shares of Common Stock and the
right to acquire 500,000 shares of Common Stock.
The Reporting Person and Placement and Acceptance,
Inc. of which the Reporting Person is an officer,
director and controlling shareholder, share voting
and dispositive power over 288,000 shares of Common
Stock and 1,250,000 Warrants. The Reporting Person
also directly holds 5,000 Units; each Unit consists
of one share of Common Stock and one share of Series
A Convertible Preferred Stock. (Each share of Series
A Preferred Stock is convertible into 2 shares of
Common Stock.)
The Reporting Person and Ventures International Ltd.
of which the Reporting Person is an officer, director
and controlling shareholder, share voting and
dispositive power over 727,273 shares of Common Stock
and 727,273 Warrants.
(c) Response to Item 3 incorporated herein by reference.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
Not applicable.
Item 7. Material to be Filed as Exhibits.
Exhibit A - None
<PAGE>
CUSIP No. 000 878-24-01 Page 8 of 9 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.
March 8, 2000 By: /s/ WILLIAM KIM WAH TAN
- ---------------- -----------------------
Date Name: William Kim Wah Tan
Title: Chairman, President, CEO
<PAGE>
CUSIP No. 000 878-24-01 Page 9 of 9 Pages
Exhibit A
Transactions in Shares of
Issuer's Securities
None
