UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
(Check One): X Form 10-K __Form 20-F __Form 11-K __Form 10-Q
__Form N-SAR
For period Ended: February 28, 1997
( ) Transition Report on Form 10-K
( ) Transition Report on Form 20-F
( ) Transition Report on Form 11-K
( ) Transition Report on Form 10-Q
( ) Transition Report on Form N-SAR
For the Transition Period Ended:______________________
If the notification relates to a portion of the filing checked
above, identify the Item(s) to which the notification relates:
_______________________________________________________________
PART I - REGISTRANT INFORMATION
__________________________________________________________________
Full Name of Registrant
____________Value_Holdings,_Inc.__________________________________
Former Name if Applicable
__________________________________________________________________
Address of Principal Executive Office (Street and Name)
____________3211_Ponce_de_Leon_Blvd._Ste_210_,____________________
City, State and Zip Code
________________Coral_Gables,_Fla_33134___________________________
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable
effort or expanse and the registrant seeks relief pursuant to Rule
12b-25(b), the following should be completed. (Check box if
appropriate)
(a) The reasons described in reasonable detail in Part III
of this form could not be eliminated without
unreasonable effort or expense,
X (b) The subject annual report, semi-annual report,
transition report on Form 10-K, Form 20-F, 11-K or
Form N-SAR, or portion thereof, will be filed on or
before the fifteenth calendar day following the
prescribed due date; or subject quarterly report of
transition report on Form 10-Q, or portion thereof will
be filed on or before the fifth calendar day following
the prescribed due date; and
(c) The accountant s statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20_f,
11-K, 10-Q, N-SAR, or the transition report or portion thereof,
could not be filed within the prescribed time period.
The Registrant s auditors resigned to the audit for the fiscal year
ended February 28, 1997 on April 21, 1997, without any prior
notice, due to the fact that their audit partner left the Country
to accept a position with a Company in Argentina. The Registrant
engaged a new auditing firm on April 30, 1997. It is not reasonably
possible for the new auditors to complete their audit by the due
date of the report on such short time frame.
See prior auditor s resignation letter included as an attachement.
PART IV - OTHER INFORMATION
(1) Name and telephone number of persons to contact in regard to
this information
________Ida_C._Ovies______ __305__ _______447-8801___________
Name (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 o the
Investment Company Act od 1940 during the preceding 12 months or
for such shorter period that the Registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
_X_ YES ___NO
________________________________________________________________
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof?
___YES _X_NO
If so attach an explanation of the anticipated change, both
narratively and quantitatively, and if appropriate, state the
reasons why a reasonable estimate of the results cannot be made.
_________________________________________________________________
_________________Value_Holdings,_Inc.____________________
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
Date:____May_28,_1997_____ By: /s/___Ida_C._Ovies______
ATTACHMENTS
Chadderton, Gulisano and Company, P.A.
Certified Public Accountants
3211 Ponce de Leon Blvd, Ste 201
Coral Gables, Fla 33134
Phone (305) 445-7900
Fax (305) 442-4411
April 21, 1997
To the Board of Directors of
Value Holdings, Inc.
144 King Street East
Toronto, Ontario CANADA
RE: RESIGNATION AS AUDITORS FOR THE YEAR ENDED FEBRUARY 28, 1997
Dear Members of the Board:
It is with great regret that I wish to inform you of our decision
to resign as auditors for Value Holdings, Inc., effective
immediately. The decision to resign is based upon the fact that I
have been named the Chief Operating Officer of the fourth largest
medical service firm in Argentina. These duties will require that
I leave for Buenos Aires effective April 27, 1997, and will require
that I reside there permanently for a minimum of two years. As
such, our firm will not be technically qualified in my absence to
carry out the duties and performance of the necessary audit
procedures and technical requirements with which the Securities and
Exchange Commission (S.E.C.) requires and we feel obligated to
offer to your firm.
We will communicate with any potential successor firms in order to
assist you in a rapid transition and to cause as little
inefficiency as possible. We are aware that there are approximately
forty days from the required filing date, and I have already begun
communication with two potential successor firms, information which
I have communicated to Ms. Ida Ovies, your Chief Financial Officer.
We will make ourselves available to ensure a smooth transition in
order to allow you to comply with all S.E.C.
regulations and filings.
I wish to emphasize that this decision is not based on any actions
or information which we have obtained during the audit planning
procedures and analytical tests that we have performed in order to
prepare for this year s audit. In fact, we have received all
information and have found satisfactory explanations for all
matters which have come up during the course of our term of
service. We wish to make it expressly known that there have been no
technical disagreements or differences of opinion which in any way
have caused us to resign.
Ms. Ida Ovies has been informed of this decision and will prepare
the necessary forms 8-K Disclosure for the S.E.C. of which this
letter will become an attachment thereof. I again wish to emphasize
it is with great deep regret which we are forced to take this
action, and if we felt that there where any other alternative in
order to make this transition a smoother one, we would certainly
propose it.
Please feel free to contact me at your earliest convenience for
ways in which we may assist this process along and aid in your
procurement of a new auditing firm for Value Holdings, Inc.
Sincerely,
CHADDERTON GULISANO AND COMPANY, P.A.
Certified Public Accountants
By/s/ George A. Gulisano
C.P.A.
