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 earliest event reported) May 5, 1996
--------------
VALUE HOLDINGS, INC.
- -----------------------------------------------------------------
(exact name of registrant as specified in its charter)
FLORIDA
- ----------------------------------------------------------------
(State or other jurisdiction of incorporation)
0-15076 59-2388734
- ------------------------- ---------------------------
(Commission File Number) (IRS Employer Identification
Number)
3211 PONCE DE LEON BLVD., CORAL GABLES, FL 33134
- ----------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (305) 666-3165
--------------
N/A
- -----------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying
Accountant
On May 5, 1997, Alison Cohen, vice president of the Company,
signed an engagement letter with Infante, Lago & Co. who will
complete an audit of the company for the year ended February 28,
1997. Infante, Lago & Co. replace Chadderton, Gulisano & Co. as
auditors for the Company.
Infante, Lago & Co. Have offices at:
The Biscayne Center
Suite 288
11900 Biscayne Blvd.
North Miami, Florida 33181
Item 7. Exhibits
In accordance with Item 601 of Regulation S-K the following
documents are attached hereto as Exhibits.
Exhibit 1. Letter of Engagement
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 hereunto duly authorized.
VALUE HOLDINGS, INC,
By /s/ Alison Cohen
-----------------------
Alison Cohen
President
Date: May 6, 1997
INFANTE, LAGO & COMPANY
Certified Public Accountants
Biscayne Center, Suite 288
11900 Biscayne Boulevard
North Miami, Fla. 33181
A. ROGER INFANTE, C.P.A.
JESUS A. LAGO, JR., C.P.A.
April 30, 1997
Alison Rosenberg Cohen, Vice-President
Value Holdings, Inc.
c\o Ida C. Ovies, C.P.A.
32111 Ponce de Leon Blvd., Suite 201
Coral Gables, Fl. 33134
Dear Mrs. Cohen,
This letter discusses the requirements of our forthcoming
engagement.
We will audit the consolidated balance sheet of Value
Holdings, Inc. and its subsidiaries as of February 28, 1997 and the
related consolidated statement of operations , stockholders' equity
and the cash flows for the year then ended. Our audit will be made
in accordance with generally accepted auditing standards and will
include our examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by
management, as well as evaluating the overall consolidated
financial statement presentation. Our objective will be the
completion and subject to its findings, the rendering of our
report. If our opinion is other than unqualified, we will fully
discuss the reasons with you in advance. If for any reason, we are
unable to complete the audit, we will not issue a report as a
result of this engagement.
As you know, the financial statements are the responsibility
of the management and board of directorsof your Company who are
primarily responsible for the data and information set forth
therein, as well as for the evaluation of the capability and
integrity of the company's personnel and the maintenance of an
appropriate internal control structure, which includes adequate
accounting records and procedures to safeguard the Company's
assets. Accordingly, our completion of the audit will require
management's cooperation. Management is also responsible for
identifying and ensuring that the entity complies with applicable
laws and regulations. In addition, as required by generally
accepted auditing standards, our procedures will include obtaining
written representation from management concerning such matters
which we rely upon - and the Company will indemnify and hold us
harmless from any liability, damages and legal or other costs we
might sustain in the event such representations are false.
In providing for an audit to be performed on a test basis,
generally accepted auditing standards require the auditor to obtain
reasonable, but not absolute, assurance that the financial
statements are free of material misstatement. Accordingly, an audit
is not a special examination designed to detect defalcations or
fraud, nor a guarantee of the accuracy of the financial statements
and is subject to the inherent risk that errors, irregularities, or
illegal acts, if they exist, might not be detected. However, if you
wish us to direct special auditing procedures to such matters, we
would be pleased to work with you to develop a separate engagement
for that purpose.
Fees for our services are estimated to be $36,000.00 plus out-
of-pocket expenses, all of which will be billed and payable as
follows:
Upon signing and delivery of engagement letter $12,000.00
Payment due May 30, 1997 8,000.00
Payment due June 22, 1997 8,000.00
Payment due July 22, 1997 8,000.00
Ms. Ovies has agreed to be available to answer any inquiries
with respect to the audit, as well as, assist in the preparation of
all required schedules and confirmations. We will prepare a list of
those required schedules and those documents that we will need
copied for our permanent files. Our fees includes 4 hours of
communication time with the SEC in connection with the filing of
the 10-K. Any time incurred above and beyond the number of hours
budgeted for communication with the SEC will be billed at the rate
of $150.00 per hour and will be billed separately. These invoices
will be payable within 30 days of the invoice date. As you are
aware, the completion of the audit requires the cooperation of
management and the Company's outside legal counsel. Our fee
estimate is based on the aforementioned cooperation and the
assumption that unexpected circumstances will not be encountered
during the audit.
Our fee estimate does not include representation before any
regulatory body, such as the Internal Revenue Service or the
Securities and Exchange Commission. Such services will be billed at
our standard hourly partner rates of $175.00 per hour.
During the course of our engagement, we may observe
opportunities for economy in or improved controls over your
operations. We will bring such matters to the attention of the
appropriate level of management, either orally or in writing.
If you intend to publish or otherwise reproduce the financial
statements and make reference to our firm, you agree to provide us
with printers' proof or masters for our review and approval before
printing. You also agree to provide us with a copy of the final
reproduced material for our approval before it is distributed.
The workpapers for this engagement are the property of
Infante, Lago & Company and constitute confidential information.
However, we may be requested to make certain workpapers available
to the SEC pursuant to authority given to it by law or regulation.
If requested, access to such workpapers will be provided under the
supervision of Infante, Lago & Company personnel. Furthermore, upon
request, we may provide photocopies of selected workpapers to the
SEC. The SEC may intend, or decide, to distribute the photocopies
or information contained therein to others, including other
government agencies.
We appreciate the opportunity to be of service to you and
believe this letter accurately summarizes the significant terms of
our engagement. If you have any questions please let us know. If
this letter sets forth your understanding of the terms and
conditions of our engagement, we request that you sign and return
one copy of this letter to us along with the first installment
payment.
Sincerely,
By /s/ Infante, Lago and Company
Infante, Lago & Company
JAL/cj
ACCEPTED
By:____________________
Date:__________________
