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) April 10, 2001
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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)
2307 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
N/A
(Former name or former address, if changed since last report)
Item 5. Other
On April 10, 2001 Robert Ziner, Chairman of the Board of Value
Holdings, Inc., agreed to cancel an agreement with the Company (the
"Exchange Agreement") that allowed him to convert 3,416,335
Special B Shares of Network Forest Products Limited, the wholly
owned subsidiary of Value Holdings, into 341,633,500 shares of
Value Holdings common stock.
Item 7. Exhibits
(c) 10.01 Exchange Agreement dated February 22, 1999 between Robert
Ziner and Value Holdings, Inc. (incorporated by reference from the
Company's February 22, 1999 Form 8-K).
10.02 Cancellation Agreement dated April 10, 2001
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.
Date: April 12, 2001 By:_________________________
Robert Ziner, Chairman/Director
CANCELLATION AGREEMENT
This Cancellation Agreement is entered into on April 10, 2001 by
and among VALUE HOLDINGS, INC., a Florida corporation (the
"Company") and 1341125 ONTARIO LIMITED (the "Shareholder");
WHEREAS, the Shareholder is the holder of 3,416,335 Special B
shares of Network Forest Products Limited;
WHEREAS, such shares are exchangeable for a certain number of
common shares of the Company pursuant to that certain Exchange
Agreement among the parties hereto, dated February 19, 1999 (the
"Exchange Agreement"); and
WHEREAS, the parties hereto are all desirous of canceling the
Exchange Agreement;
NOW THEREFORE, in consideration of the sum of Ten ($10) Dollars
U.S., and in consideration of the mutual premises, covenants and
agreements set forth herein, and other good and valuable
consideration the receipt of which is hereby acknowledged, the
Company and the Shareholder agree as follows:
(d) That the Exchange Agreement between the Company and
Shareholder, as it has been amended, restated, or otherwise
modified, is hereby canceled and of no effect.
(e) That the parties hereto with respect to such agreement shall
have no further rights or obligations to one another under such
agreement or pursuant to any clause therein.
(f) Each party has sought and received independent legal advice
with respect to the cancellation of the Exchange Agreement and
neither party shall hold the other responsible for any
representation not contained herein.
(g) The Shareholder further acknowledges that it has never
exercised any of its exchange rights under the Exchange Agreement
to date and that it has no right to exchange or otherwise convert
is Special shares of Network Forest Products into any class or
series of shares of the Company.
(h) The parties warrant and represent that they have the right and
legal authority to enter into this agreement, that this agreement
contravenes no other obligation of the either party and the actions
being taken by any officer or director of either party is
authorized and lawful.
In Witness Whereof, each of the parties hereto has executed and
delivered this Agreement on the date first written above.
VALUE HOLDINGS, INC. 1341125 Ontario Limited
By:_____________________ By:__________________
Name/Title: Alison Cohen Robert Ziner