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
April 21, 1997
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Date of Report (Date earliest event reported)
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) (Employer Identification
3211 Ponce de Leon Blvd, Ste 210, Coral Gables, Fl 33134
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(Address of principal executive offices) (Zip Code)
(305) 666-3165
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(Registrant s phone number including area code)
N/A
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant s Certifying Accountant
The Company s auditors Chadderton, Gulisano & Co., P.A. have
informed the Company that they have resigned as auditors for the
Company. The auditors have informed the Company that the
resignation was necessary because George A. Gulisano, the partner
in charge of the audit, is leaving the firm and is the only person
in the firm qualified to conduct an audit as required by the rules
and regulations of the Securities and Exchange Commission. The
auditors state in their resignation letter that this is the only
reason for their resignation and that there is no dispute with the
Company, no technical disagreements or differences of opinions that
would have caused them to resign.
Item 7. Exhibits
In accordance with Item 601 of Regulation S-K the following
documents are attached hereto as Exhibits.
Exhibit 1. Letter of Resignation of Chadderton, Gulisano &
Co., P.A.
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
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Alison Cohen
President
Date: May 2, 1997
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.