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) May 11, 1998


                           POWERHOUSE RESOURCES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)


          COLORADO                  0-11546                  84-0832977
----------------------------      -----------             -------------------
(State or other jurisdiction      (Commission             (I.R.S. Employer
     of incorporation)            File Number)            Identification No.)


1764 Platte Street, Suite 200 (River Side), Denver, Colorado    80202
------------------------------------------------------------    ------
(Address of principal executive offices)                      (Zip Code)


1624 Market Street, Suite 303, Denver, Colorado 80202
------------------------------------------------------------
(Former Name or Former Address, if changed since last report)


Registrant's telephone number, including area code:  303-964-9156
                                                     ------------

<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant
-------  ---------------------------------------------

(a)  KPMG Peat Marwick, LLP ("KPMG") was previously the principal accountant for
     Powerhouse  Resources,  Inc.  KPMG was appointed to conduct an audit of the
     Company's  1995 accounts in March,  1995. A report  dismissing the previous
     accountants,  Ehrhardt Keefe Steiner & Hottman PC, and appointing  KPMG was
     filed on May 9, 1995.  KPMG performed  certain audit work in October,  1995
     through  March 1996.  However,  the Company  became  financially  unable to
     continue to pay for such services and the work of KPMG was put in abeyance.
     No report on the  financial  statements  of the  Company was ever issued by
     KPMG. On February 24, 1998 KPMG's  appointment as principal  accountant was
     terminated for economic  reasons and Hein + Associates LLP has been engaged
     as the  Company's  principal  independent  accountant  with  respect to the
     September 30, 1995 fiscal year end and subsequent periods.  The decision to
     change accountants was approved by the Board of Directors of the Company.

(b)  In connection with the work of KPMG for the fiscal year ended September 30,
     1995 there  were no  disagreements  with KPMG on any  matter of  accounting
     principle or practice, financial statement disclosure, or auditing scope or
     procedure,  which disagreements if not resolved to their satisfaction would
     have caused them to make  reference in connection  with their pinion to the
     subject matter of the disagreement.

(c)  As stated  above,  the  audit by KPMG on the  financial  statements  of the
     Company as of and for the year ended  September 30, 1995 was not completed.
     Accordingly,  KPMG  did  not  render  an  opinion  covering  the  financial
     statements  of the  Company  for the year ended  September  30, 1995 or the
     prior two years and as such there is no adverse or  disclaimer  of opinion.
     The last audit report on the financial  statements  of the Company,  (prior
     name was Com-Tek  resources,  Inc.,) was reissued on March 28, 1995 and the
     report did not contain any adverse  opinion or disclaimer  of opinion,  nor
     was it qualified or modified as to uncertainty,  audit scope, or accounting
     principles.  The  reissued  audit  report of March 28,  1995  contained  no
     separate explanatory paragraph.

(d)  The Registrant  has requested that KPMG furnish it with a letter  addressed
     to the Securities and Exchange  Commission  stating  whether it agrees with
     the  above  statements.  A copy of  KPMG's  letter  to the  Securities  and
     Exchange  Commission  is  being  filed  as  Exhibit  A to  this  form  8-K.
     Management has added additional  information to provide a context to KPMG's
     letter, see Exhibit B to this form 8-K.

(e)  No  consultations  occurred  between the Company and Hein + Associates  LLP
     prior  to  its   appointment   regarding  the   application  of  accounting
     principles,  the type of audit opinion that might be rendered, or any other
     information  which was  considered by the Company in changing its principal
     accountants.


<PAGE>


Item 7.  Financial Statements and Exhibits.
-------  ----------------------------------

Exhibits

(Exhibit A) Letter to KPMG dated February 24, 1998.

(Exhibit B) Response letter from KPMG dated May 11, 1998.

(Exhibit C)  Management's supplement to KPMG's response letter.


<PAGE>


                                   SIGNATURES
                                   ----------

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 thereunto duly authorized.


                                        POWERHOUSE RESOURCES, INC.


                                         By:  /s/  Dennis C. Dowd
                                              ----------------------------------
                                              Dennis C. Dowd, President
<PAGE>



                                                                       Exhibit A


Date:  May 11, 1998


POWERHOUSE RESOURCES, INC.
--------------------------------------------------------------------------------
1624 Market Street - Suite 303 - Denver, Colorado 80202   USA
Tel:  (303) 595-8555        FAX:  (303) 595-9144       Dennis C. Dowd, President


KPMG Peat Marwick, LLP
Attn:  Rick Connor
707  17th Street
Suite 2300
Denver, Colorado 82020

Dear Rick:

We have  engaged  Hein +  Associates  LLP (H+A) to audit  Powerhouse  Resources,
Inc.'s  financial  statements for the years ended  September 30, 1995,  1996 and
1997. In connection  with their audit for the year ended  September 30, 1995, we
would appreciate if you would allow them to review your working papers and fully
respond to any inquires they may have.

We  understand  and agree  that the  review of the KPMG Peat  Marwick's  working
papers is undertaken solely for the purpose of obtaining an understanding  about
Powerhouse Resources and certain information about the procedures you performed.
We also  acknowledge  that you did not complete  your audit nor issue any report
thereon, therefore, additional procedures would have been performed prior to the
preparation of an audit report. The extent of any additional procedures, and the
working of your report, if issued, is unknown.  Because H+A's review is for that
purpose only and access to your working papers is limited,  H_A will not comment
orally or in  writing to anyone as a result of their  review as to  whether  the
engagement  was  performed  in  accordance  with  generally   accepted  auditing
standards.  In  addition,  H+A will not  provide  expert  testimony,  litigation
support services or otherwise accept an engagement to comment on issues relating
to the quality of the procedures you performed.

We are under a very difficult  deadline and we would  sincerely  appreciate your
immediate  attention  to this  request.  Mr. Bill Yeates of H+A will call you to
schedule an appointment  to review such  workpapers and discuss the Company with
you. If you have any questions, please do not hesitate to contact me.



                                               Sincerely,

                                               /s/   Dennis Dowd
                                               ---------------------------------
                                               Dennis Dowd

<PAGE>


                                                                       Exhibit B

KPMG Peat Marwick LLP
707 Seventeenth Street
Suite 2300
Denver, CO 80202

                                  May 11, 1998

Securities and Exchange Commission
Washington, DC 20549

Gentlemen:

We were previously  engaged as principal  accountants to audit the  consolidated
financial statements of Powerhouse Resources, Inc. and subsidiaries (Company) as
of and for the  year  ended  September  30,  1995.  On  February  24,  1998  our
appointment as principal accountants was terminated.  We have read the Company's
statements  included  under  Item 4 of its Form 8-K dated May 11,  1998,  and we
agree with such  statements  except  that such  statements  should be revised to
disclose  that (1) during the course of our  incomplete  audit of the  financial
statements  of the Company for the year ended  September 30, 1995, we determined
that internal controls  necessary for the Company to develop reliable  financial
statements   did  not  exist,   in  that  the  Company  was  unable  to  provide
documentation  sorting certain related party transactions;  (2) information came
to our attention that we were no longer able to rely on the  representations  of
management  at the  time,  in that we  became  aware  that  the  Company's  then
Chairman,  Malcolm Stone, and then chief Financial Officer,  John Mottram,  were
the  subject of an  investigation  by the  Serious  Fraud  Office in London into
activities involving the Company; and that (3) information came to our attention
that if  investigated  further  could have  materially  impacted the fairness or
reliability of the financial statements under audit for the year ended September
30,  1995 but that due to our  dismissal,  we were not able to  perform  further
investigations,  in that there was not adequate documentation supporting certain
identified related party transactions involving affiliates of certain members of
management.

We are not in a position to agree or disagree with the  Company's  stated reason
for  changing  principal   accountants,   the  Company's  statement   concerning
previously  issued or reissued audit reports on the financial  statements of the
Company,  the Company's  statement  that the change was approved by the board of
directors,  and the  Company's  statement  that  Hein +  Associates  LLP was not
engaged  regarding  the  application  of  accounting  principles  to a specified
transaction or the type of audit opinion that might be rendered on the Company's
financial  statements.  Furthermore,  we make no comment regarding the Company's
statements included in exhibit "C", entitled "Management's Response to KPMG."


                                              Very truly yours,


                                              /s/ KPMG Peat Marwick LLP

<PAGE>


                                                                     Exhibit "C"

Management's response to KPMG
-----------------------------

1.   During  the time the KPMG  audit  services  were  rendered,  the  financial
     operations  of the Company were  maintained  in London under the control of
     the Company's then Chairman, Mr. Malcolm Stone and its Finance Director Mr.
     John  Mottram.  These  parties are  responsible  for not  providing  proper
     related party  information to KPMG and the rest of Powerhouse's  management
     and Board of Directors.

2.   It was initially the management of Powerhouse, other than Stone and Mottram
     who  alerted  KPMG to  certain  transactions.  Management  then  sought and
     received the  resignation of Mr. Mottram as Finance  Director and Mr. Stone
     as CEO and  Chairman  of the Board.  It was solely the  representations  of
     Stone and  Mottram  that KPMG could not rely upon and not other  members of
     the Powerhouse management or Board.

3.   KPMG, as stated, never investigated beyond the initial question's regarding
     the  uncertainty  of  the  referenced   transactions.   The  management  of
     Powerhouse  however did  continue to  investigate  these  transactions  and
     reported to and has  cooperated  fully with the London Serious Fraud Office
     in their investigation of Stone and Mottram.

     The Company's present  auditors,  Hein + Associates LLP have been appraised
     of the activities of Stone and Mottram, the problems encountered by KPMG as
     a result thereof.  Present  management will ensure that these  transactions
     and the  appropriate  disclosure  statements will be fully contained in the
     Company's forthcoming Exchange Act reports.
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 12622}]
{"company-data": {"conformed-name": "POWERHOUSE RESOURCES INC", "cik": "0000732700", "assigned-sic": "1311", "irs-number": "840832977", "state-of-incorporation": "CO", "fiscal-year-end": "0930"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-11546", "film-number": "98619140"}, "business-address": {"street1": "1764 PLATTE STREET", "street2": "SUITE 200 (RIVER SIDE)", "city": "DENVER", "state": "CO", "zip": "80202", "phone": "303-964-9156"}, "mail-address": {"street1": "1764 PLATTE STREET SUITE 200", "city": "DENVER", "state": "CO", "zip": "80202"}, "former-company": {"former-conformed-name": "COM TEK RESOURCES INC", "date-changed": "19920703"}}
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) May 11, 1998

                           POWERHOUSE RESOURCES, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

          COLORADO                  0-11546                  84-0832977
----------------------------      -----------             -------------------
(State or other jurisdiction      (Commission             (I.R.S. Employer
     of incorporation)            File Number)            Identification No.)

1764 Platte Street, Suite 200 (River Side), Denver, Colorado    80202
------------------------------------------------------------    ------
(Address of principal executive offices)                      (Zip Code)

1624 Market Street, Suite 303, Denver, Colorado 80202
------------------------------------------------------------
(Former Name or Former Address, if changed since last report)

Registrant's telephone number, including area code:  303-964-9156
                                                     ------------
Item 4.  Changes in Registrant's Certifying Accountant
-------  ---------------------------------------------

(a)  KPMG Peat Marwick, LLP ("KPMG") was previously the principal accountant for
     Powerhouse  Resources,  Inc.  KPMG was appointed to conduct an audit of the
     Company's  1995 accounts in March,  1995. A report  dismissing the previous
     accountants,  Ehrhardt Keefe Steiner & Hottman PC, and appointing  KPMG was
     filed on May 9, 1995.  KPMG performed  certain audit work in October,  1995
     through  March 1996.  However,  the Company  became  financially  unable to
     continue to pay for such services and the work of KPMG was put in abeyance.
     No report on the  financial  statements  of the  Company was ever issued by
     KPMG. On February 24, 1998 KPMG's  appointment as principal  accountant was
     terminated for economic  reasons and Hein + Associates LLP has been engaged
     as the  Company's  principal  independent  accountant  with  respect to the
     September 30, 1995 fiscal year end and subsequent periods.  The decision to
     change accountants was approved by the Board of Directors of the Company.

(b)  In connection with the work of KPMG for the fiscal year ended September 30,
     1995 there  were no  disagreements  with KPMG on any  matter of  accounting
     principle or practice, financial statement disclosure, or auditing scope or
     procedure,  which disagreements if not resolved to their satisfaction would
     have caused them to make  reference in connection  with their pinion to the
     subject matter of the disagreement.

(c)  As stated  above,  the  audit by KPMG on the  financial  statements  of the
     Company as of and for the year ended  September 30, 1995 was not completed.
     Accordingly,  KPMG  did  not  render  an  opinion  covering  the  financial
     statements  of the  Company  for the year ended  September  30, 1995 or the
     prior two years and as such there is no adverse or  disclaimer  of opinion.
     The last audit report on the financial  statements  of the Company,  (prior
     name was Com-Tek  resources,  Inc.,) was reissued on March 28, 1995 and the
     report did not contain any adverse  opinion or disclaimer  of opinion,  nor
     was it qualified or modified as to uncertainty,  audit scope, or accounting
     principles.  The  reissued  audit  report of March 28,  1995  contained  no
     separate explanatory paragraph.

(d)  The Registrant  has requested that KPMG furnish it with a letter  addressed
     to the Securities and Exchange  Commission  stating  whether it agrees with
     the  above  statements.  A copy of  KPMG's  letter  to the  Securities  and
     Exchange  Commission  is  being  filed  as  Exhibit  A to  this  form  8-K.
     Management has added additional  information to provide a context to KPMG's
     letter, see Exhibit B to this form 8-K.

(e)  No  consultations  occurred  between the Company and Hein + Associates  LLP
     prior  to  its   appointment   regarding  the   application  of  accounting
     principles,  the type of audit opinion that might be rendered, or any other
     information  which was  considered by the Company in changing its principal
     accountants.
Item 7.  Financial Statements and Exhibits.
-------  ----------------------------------

Exhibits

(Exhibit A) Letter to KPMG dated February 24, 1998.

(Exhibit B) Response letter from KPMG dated May 11, 1998.

(Exhibit C)  Management's supplement to KPMG's response letter.
SIGNATURES
                                   ----------

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 thereunto duly authorized.

                                        POWERHOUSE RESOURCES, INC.

                                         By:  /s/  Dennis C. Dowd
                                              ----------------------------------
                                              Dennis C. Dowd, President
Exhibit A

Date:  May 11, 1998

POWERHOUSE RESOURCES, INC.
--------------------------------------------------------------------------------
1624 Market Street - Suite 303 - Denver, Colorado 80202   USA
Tel:  (303) 595-8555        FAX:  (303) 595-9144       Dennis C. Dowd, President

KPMG Peat Marwick, LLP
Attn:  Rick Connor
707  17th Street
Suite 2300
Denver, Colorado 82020

Dear Rick:

We have  engaged  Hein +  Associates  LLP (H+A) to audit  Powerhouse  Resources,
Inc.'s  financial  statements for the years ended  September 30, 1995,  1996 and
1997. In connection  with their audit for the year ended  September 30, 1995, we
would appreciate if you would allow them to review your working papers and fully
respond to any inquires they may have.

We  understand  and agree  that the  review of the KPMG Peat  Marwick's  working
papers is undertaken solely for the purpose of obtaining an understanding  about
Powerhouse Resources and certain information about the procedures you performed.
We also  acknowledge  that you did not complete  your audit nor issue any report
thereon, therefore, additional procedures would have been performed prior to the
preparation of an audit report. The extent of any additional procedures, and the
working of your report, if issued, is unknown.  Because H+A's review is for that
purpose only and access to your working papers is limited,  H_A will not comment
orally or in  writing to anyone as a result of their  review as to  whether  the
engagement  was  performed  in  accordance  with  generally   accepted  auditing
standards.  In  addition,  H+A will not  provide  expert  testimony,  litigation
support services or otherwise accept an engagement to comment on issues relating
to the quality of the procedures you performed.

We are under a very difficult  deadline and we would  sincerely  appreciate your
immediate  attention  to this  request.  Mr. Bill Yeates of H+A will call you to
schedule an appointment  to review such  workpapers and discuss the Company with
you. If you have any questions, please do not hesitate to contact me.

                                               Sincerely,

                                               /s/   Dennis Dowd
                                               ---------------------------------
                                               Dennis Dowd
Exhibit B

KPMG Peat Marwick LLP
707 Seventeenth Street
Suite 2300
Denver, CO 80202

                                  May 11, 1998

Securities and Exchange Commission
Washington, DC 20549

Gentlemen:

We were previously  engaged as principal  accountants to audit the  consolidated
financial statements of Powerhouse Resources, Inc. and subsidiaries (Company) as
of and for the  year  ended  September  30,  1995.  On  February  24,  1998  our
appointment as principal accountants was terminated.  We have read the Company's
statements  included  under  Item 4 of its Form 8-K dated May 11,  1998,  and we
agree with such  statements  except  that such  statements  should be revised to
disclose  that (1) during the course of our  incomplete  audit of the  financial
statements  of the Company for the year ended  September 30, 1995, we determined
that internal controls  necessary for the Company to develop reliable  financial
statements   did  not  exist,   in  that  the  Company  was  unable  to  provide
documentation  sorting certain related party transactions;  (2) information came
to our attention that we were no longer able to rely on the  representations  of
management  at the  time,  in that we  became  aware  that  the  Company's  then
Chairman,  Malcolm Stone, and then chief Financial Officer,  John Mottram,  were
the  subject of an  investigation  by the  Serious  Fraud  Office in London into
activities involving the Company; and that (3) information came to our attention
that if  investigated  further  could have  materially  impacted the fairness or
reliability of the financial statements under audit for the year ended September
30,  1995 but that due to our  dismissal,  we were not able to  perform  further
investigations,  in that there was not adequate documentation supporting certain
identified related party transactions involving affiliates of certain members of
management.

We are not in a position to agree or disagree with the  Company's  stated reason
for  changing  principal   accountants,   the  Company's  statement   concerning
previously  issued or reissued audit reports on the financial  statements of the
Company,  the Company's  statement  that the change was approved by the board of
directors,  and the  Company's  statement  that  Hein +  Associates  LLP was not
engaged  regarding  the  application  of  accounting  principles  to a specified
transaction or the type of audit opinion that might be rendered on the Company's
financial  statements.  Furthermore,  we make no comment regarding the Company's
statements included in exhibit "C", entitled "Management's Response to KPMG."

                                              Very truly yours,

                                              /s/ KPMG Peat Marwick LLP
Exhibit "C"

Management's response to KPMG
-----------------------------

1.   During  the time the KPMG  audit  services  were  rendered,  the  financial
     operations  of the Company were  maintained  in London under the control of
     the Company's then Chairman, Mr. Malcolm Stone and its Finance Director Mr.
     John  Mottram.  These  parties are  responsible  for not  providing  proper
     related party  information to KPMG and the rest of Powerhouse's  management
     and Board of Directors.

2.   It was initially the management of Powerhouse, other than Stone and Mottram
     who  alerted  KPMG to  certain  transactions.  Management  then  sought and
     received the  resignation of Mr. Mottram as Finance  Director and Mr. Stone
     as CEO and  Chairman  of the Board.  It was solely the  representations  of
     Stone and  Mottram  that KPMG could not rely upon and not other  members of
     the Powerhouse management or Board.

3.   KPMG, as stated, never investigated beyond the initial question's regarding
     the  uncertainty  of  the  referenced   transactions.   The  management  of
     Powerhouse  however did  continue to  investigate  these  transactions  and
     reported to and has  cooperated  fully with the London Serious Fraud Office
     in their investigation of Stone and Mottram.

     The Company's present  auditors,  Hein + Associates LLP have been appraised
     of the activities of Stone and Mottram, the problems encountered by KPMG as
     a result thereof.  Present  management will ensure that these  transactions
     and the  appropriate  disclosure  statements will be fully contained in the
     Company's forthcoming Exchange Act reports.