SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) January 10, 2000
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VALUE HOLDINGS, INC.
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(exact name of registrant as specified in its charter)
FLORIDA
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(State or other jurisdiction of incorporation)
0-15076 59-2388734
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(Commission File Number) (IRS Employer Identification Number)
2407 Douglas Road, Suite 400, Miami FL 33145
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(Address of principal executive offices) (Zip Code)
Registrant s Telephone Number, Including Area Code: (305) 447-8801
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N/A
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
(a)(1) The independent certified public accounting firm for the Company,
Infante, Lago & Co., has been dismissed due to the departure of Jesus Lago,
The partner in charge of the Company's audit. The dismissal was necessary
in order for the Company to retain Berkovits & Company, P.A. as the
Company s independent certified public accountants in which Mr. Jesus
Lago has become a partner. The dismissal became effective January 10,
2000.
(i) Infante, Lago & Company was dismissed solely because of the resignation of
the individual partner responsible for the Company s audit.
(ii) During the past two years the principal accountant s report on
the financial statements contained a qualification as to uncertainty as a
going concern.
(iii) The decision to change accountants was approved by the
Company s Board of Directors.
(iv) During the Company's two most recent fiscal years and any
Subsequent interim period preceding the dismissal of Infante, Lago and
Com., there were not disagreements with them on any matter of accounting
principles or practices, financial statements, disclosures or auditing
scope or procedure.
(v) No events referred to in Item 304(a)(v) of Regulation SB
Occurred during the two years prior to the dismissal of Infante, Lago
& Co.
(2)Berkovits & Company, P.A. has been engaged effective January
10, 2000. The Company did not, during the two most recent fiscal years
or any subsequent interim period prior to engaging Berkovits & Company,
P.A. consult Berkovits & Company, P.A. on any matter.
(3)The company has provided Infante, Lago & Co. With a copy of
the foregoing disclosures and has requested Infante, Lago & Co.,
furnish the Company with a letter addressed to the Commission stating
whether it agrees with the foregoing statements made by the Company
and if not,stating the respects in which it does not agree.
(4) Infante, Lago & Co., issued letter dated January 10,2000,
included in attached Exhibit 1, stating that they agree with the
contents of this report.
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/ Robert Ziner
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Robert Ziner
President
Date: January 10, 2000
EXHIBIT 1: LETTER FROM INFANTE, LAGO & CO. RE DISMISSAL AS INDEPENDENT
AUDITOR FOR VALUE HOLDINGS, INC.
Infante, Lago & Company
Biscayne Center - Suite 288
11900 Biscayne Boulevard
North Miami, Fla 33181
Telephone (305)893-4341
Fax(305) 893-4507
January 10, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Re: Dismissal as Independent Auditors for Value Holdings, Inc.
Gentlemen:
The undersigned has been provided with a copy of a proposed *-K being filed
with the Securities and Exchange Commission by Value Holdings, Inc.
relating to the replacement of this firm by Berkovtis & Company, P.A. This
firm agrees with the contents of the Form 8-K as presented to us.
Very truly yours,
Infante, Lago & Company
By: /s/ A. Roger Infante
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