SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC


                                    FORM 8-K


                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934



                        Date of Report: January 28, 1999



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



    Colorado                        0-11546                      84-0832977
    --------                        -------                      ----------
(State of other                   (Commission                  (IRS Employer
jurisdiction of                   File Number)               Identification No.)
incorporation)


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


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




Item 5. Other Events

James  Ellerton,  the former  Chairman and  President  of the  Company,  filed a
lawsuit  in  September  1994  in  Arapahoe  County,  Colorado  regarding  claims
associated with his employment at the time of his resignation on March 10, 1994.

The suit was heard in January 1999 and the presiding  judge  dismissed  eight of
nine claims brought by Mr.  Ellerton  against the  Registrant and certain of the
directors.  On the single  remaining  Breach of Contract claim the jury found in
favor of Mr. Ellerton and awarded him $235,569.50 plus post judgment interest as
provided  by  law  and  costs  to be  determined  by  the  court.  Mr.  Ellerton
subsequently  filed for  penalties  and legal fees in addition to again  seeking
personal liability on wage claims against certain directors.  The Registrant was
advised on April 8, 1999 that these latest claims of Mr. Ellerton were denied by
the  court.  The  Registrant  has  filed  for the  reimbursement  of legal  fees
associated  with the claims which the  Registrant  was forced to defend and were
subsequently  dismissed  by the  court.  No  ruling to date has been made by the
Court.

Item 5. Other Events.

The  Registrant  was  notified  on  February  9, 1999  that Mr.  Robin De Morgan
resigned as a Director and Secretary of the Company. No reason was stated in Mr.
De Morgan's resignation 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.




Date: April 9, 1999                      Powerhouse Resources, Inc.




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