SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
__________________________VALUE HOLDINGS INC._________________________
(Name of Issuer)
________________________________Common________________________________
______________________________92039J 10 0_____________________________
(CUSIP Number)
Telephone number: 305 447-8801
Ida Ovies, 2407 Douglas Rd, Suite 400, Miami, FL 33145 (305) 447-8801
(Name, Address and Telephone Number of Person
Authorized to receive Notices and Communications)
__________________March 24, 2000______________________
(Date of Event Which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13D to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box.
Note: Schedules filed in paper format shall include a signed original and
five copies of this statement, including all exhibits. See Rule 13d-1(a) for
other parties to whom copies are to be sent.
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject, class of securities
and for any subsequent amendments containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be filed for the purpose of Section 18 of the Securities Exchange
("Act") of 1934 or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, are
the Notes).
(Continued on following page(s))
Page 1 of 5 Pages
Page 2 of 5 Pages
CUSIP No. 92039J 10 0
13D
1 NAMES OF REPORTING PERSONS
Robert Ziner
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)__
(b)__
3 SEC USE ONLY
4 SOURCE OF FUNDS 00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS REQUIRED PURSUANT
TO ITEM 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION - Canada
NUMBER OF 7 SOLE VOTING POWER 37,200,000
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 9 SOLE DIPOSITIVE POWER 25,000,000
OWNED BY 10 SAHRED DISPOSITIVE POWER
EACH REPORTING
PERSON
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
25,000,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) - 15.8%
14 TYPE OR REPORTING PERSON - IN
Item 1. Security and Issuer
Common Stock
Value Holdings, Inc.
2407 Douglas Road, Suite 400
Miami, Florida 33145
Item 2. Identity and Background
(a) Name of Reporting Person:
Robert Ziner
(b) Business Address:
65 Passmore Ave.
Toronto, Ontario Canada
(c) Principal Business:
Mr. Ziner is President, CEO and a director of Value Holdings, Inc. His
principal business address is 65 Passmore Ave., Toronto, ON Canada.
(d) The undersigned has not, during the last five years, been convicted in
a criminal proceeding (excluding traffic violation or similar misdemeanors).
(e) The undersigned has not, during the last five years, been a party to
a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which the undersigned was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to federal or state securities
laws or finding any violation with respect to such laws.
(f) Mr. Ziner is a citizen of Canada
Item 3. Source and Amount of Funds or Other Consideration
The securities were in consideration of the undersigned is providing
consulting services to the Issuer in connection with the purchase of the
assets of John Ziner Lumber Limited.
Item 4. Purpose of Transaction
The acquisition described herein was made for investment purposes. The
undersigned has no plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer,
or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any
of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered
closed-end investment company, any plans or proposals to make any changes in
its investment policy for which a vote is required by section 13 of the
Investment Company Act of 1940;
(g) Changes in the issuer's charter, by laws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g) (4) of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
(a) See Item 11 and 13 on page 2 hereof.
(b) See Item 7-10 on page 2 hereof.
(c) The undersigned acquired 25,00,000 shares of the Issuer's Common Stock
in a private transaction from the Issuer. Such shares were transferred on or
about March 24, 2000.
(d) No other person is known to have the right to receive or the power to
direct the receipt of dividends from, or the proceeds from the sale of such
securities.
Item 6. Contracts, Arrangements, Understandings or Relationship
With Respect to Securities of the Issuer
On May 18, 2000 Mr. Ziner and LWX Holdings, Inc., a company beneficially
owned by Lyon Wexler, COO of the Network Forest Products Limited, a wholly
owned subsidiary of the Issuer, entered into a Direct Control Agreement
wherein Mr. Ziner was given voting control over 12,500,000 shares owned by
LWX Holdings, Inc.
That agreement has been subsequently modified to include only 12,200,000
shares held LWX Holdings.
Item 7. Material to be Filed as Exhibits
9.01 May 18, 2000 Direct Control Agreement between Robert Ziner and LWX
Holdings.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief, Robert
Ziner, certifies that the information set forth in this statement is true,
complete and correct
Date: September ____ , 2000
By:________________________
Robert Ziner
Exhibit 9.01 Direct Control Agreement
Direct Control Agreement
Agreement made this ____ day of May 2000, between the undersigned
shareholders of Value Holdings, Inc., a corporation organized under the laws
of the state of Florida, and having its principal office at 2307 Douglas
Road, Suite 400, Miami, Florida, hereinafter referred to as the Corporation.
A. The undersigned shareholders are the owners of 37,500,000 shares of the
common stock of the Corporation issued pursuant to that certain December 11,
1998 Fee Letter attached hereto as Exhibit A.
B. The parties hereto desire to combine their votes as such shareholders, in
the election of the board of the directors of the corporation and any other
matter that would otherwise require a vote of the shareholders.
C. The parties desire to establish their mutual rights and obligations in the
premises.
In consideration of the mutual covenants and conditions herein contained the
parties agree:
I. Voting
All the aforesaid shares of stock owned by the parties hereto, shall be
voted as one body in the election of directors or for any other purpose or
matter that would otherwise require a vote of the shareholders of the
corporation.
II. Manner of Voting
The manner in which the shares of stock shall be voted shall be determined by
Robert Ziner, in his discretion. Ziner shall provide the other parties
hereto with notice of his intent of how the shares shall be voted in advance
of the shareholders meeting at which any vote shall take place. If the
shares are to be voted without a meeting pursuant to a Written Consent as is
provided for by Florida Statute, then such notice shall be provided before
such Written Consent is provided to the company.
III. Condition on Stock Certificate
Each stock certificate evidencing the aforementioned shares shall be endorsed
with the following statement:
"The right to vote the shares represented by this certificate is limited by
the provisions of a certain agreement among certain of the shareholders of
the corporation, a copy of which is on file with the secretary of the
corporation at its principal office at 2307 Douglas Road, Suite 400, Miami,
Florida 33145."
IV. Termination of Agreement
(a) This Agreement may be terminated by the vote of the owners of 37,500,000
of the shares covered by the agreement. Any party to this agreement may call
for a vote on the termination of this agreement at any time.
IV. Binding Effect
This agreement shall be binding upon the heirs, personal representatives, and
assigns of the parties hereto.
In witness whereof, the undersigned parties have executed this agreement the
day and the year first written above.
By:/s/ Robert Ziner
Robert Ziner
By:/s/ Lyon Wexler
Lyon Wexler for
LWX Holdings, Inc.
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