FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Quarterly Report Under Section 13 or 15 (d)
of the Securities Exchange Act of 1934
For the Quarter Ended________January_31,_1998___________________
Commission File Number_________________0-15076__________________
VALUE HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Florida 59-2388734
(State of jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
2307 Douglas Road, Ste 400, Miami, Florida, 33145
(Address of principal executive offices) (Zip Code)
(305) 447-8801
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for shorter period that the registrant was required to file
such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES NO __X___
Indicate the number of shares outstanding of each of the issuer's
classes of common stock, as of the latest practicable date:
Common Stock, $0.0001 Par Value - 56,806,068 Shares as of
January 31, 1998
The Exhibit Index is on Page 16
This document contains 17 pages.
VALUE HOLDINGS, INC.
AND SUBSIDIARIES
INDEX
- -----------------------------------------------------------
PAGE NO.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
Consolidated Balance Sheet for January 31, 1998
and October 31, 1998.................................3
Consolidated Statement of Operations for the three
months ended January 31, 1998 and May 31, 1997.......4
Consolidated Statement of Cash Flows for the three
months ended January 31, 1998 and May 31, 1997.......5
Notes to Consolidated Financial Statements............6
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations.......14
PART II. OTHER INFORMATION
Item 6. Exhibits and Reports on Form 8-K.....................15
SIGNATURES...........................................16
VALUE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEET
(UNAUDITED)
January 31, October 31,
ASSETS 1998 1997*
Current Assets ---------- ------------
Cash $ 9,417 $ 20,462
Accounts receivable 56,624 26,091
Notes receivable:
Virilite Neutracutical Corp., net
of deferred gain of $86,251 in January
31, 1998 and October 31, 1997 34,149 34,149
Prepaid expenses and other assets 20,099 18,767
--------- ---------
120,289 99,469
--------- ---------
Investment in Affiliated Companies 2,620,968 2,543,365
Property and Equipment - Net of
Accumulated Depreciation 67,346 77,690
Costs in Excess of Net Assets
of Business Acquired 580,833 609,167
Intangible Assets 132,558 137,920
--------- ---------
$ 3,521,994 $ 3,467,611
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Note payable, other $ 354,375 $ 27,750
Notes payable stockholders-directors 372,724 375,518
Accounts payable 148,129 178,143
Payroll and sales taxes payable 1,644 255,970
Accrued liabilities, other 594,458 603,412
--------- ---------
1,471,330 1,440,793
--------- ---------
Long Term Liability - Stockholder 287,874 287,874
Stockholders' Equity --------- ---------
Series A preferred stock, par value
$.0001, 20,000,000 shares authorized,
750,000 issued and outstanding at
January 31, 1998 and October 31, 1997 750,000 750,000
Common stock, par value $.0001,
180,000,000 shares authorized; issued
and outstanding 56,806,068 at January 31,
1998 and October 31, 1997 5,680 5,680
Capital in excess of par 13,859,016 13,859,016
Deficit (12,851,906) (12,875,752)
----------- ----------
1,762,790 1,738,944
----------- ----------
$ 3,521,994 $ 3,467,611
See accompanying notes =========== ==========
*The Company changed its fiscal year end effective October 31,
1997 (See Notes).
VALUE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF OPERATIONS
(UNAUDITED)
QUARTER ENDED
January 31, May 31,
1998 1997*
REVENUES ------------ ------------
Equity earnings -unconsolidated sub. $ 77,603 $ 184,143
Licensing fee 84,106 87,047
Interest and other 1,333 2,504
--------- ---------
163,042 273,694
COSTS AND EXPENSES, Other than --------- ---------
Depreciation, Amortization and
Other Charges
Selling, general and administrative 65,533 165,981
--------- ---------
INCOME (LOSS) FROM CONTINUED OPERATIONS,
BEFORE DEPRECIATION AND AMORTIZATION,
OTHER CHARGES, AND MINORITY INTEREST 97,509 107,713
--------- ---------
DEPRECIATION AND AMORTIZATION
Depreciation 10,345 15,726
Amortization intangible assets 33,695 50,542
--------- ---------
44,040 66,268
--------- ---------
INCOME (LOSS)FROM CONTINUED OPERATIONS,
BEFORE OTHER CHARGES AND MINORITY
INTEREST 53,469 41,445
--------- ---------
OTHER (CHARGES) AND INCOME
Interest expense (17,124) (16,128)
Realized loss on sale of stock -
unconsolidated subsidiary -0- (23,611)
---------- ---------
(17,124) (39,739)
---------- ---------
NET INCOME (LOSS) $ 36,345 $ 1,706
========= =========
NET INCOME (LOSS) PER SHARE $ 0.0006 $ 0.0000
Continued operations ========= =========
OUTSTANDING SHARES FOR EPS
COMPUTATION 56,806,068 56,284,328
========== ==========
See accompanying notes
*The Company changed its fiscal year end effective October 31,
1997 (See Notes)
VALUE HOLDINGS, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENT OF CASH FLOWS
(UNAUDITED)
QUARTER ENDED
January 31, October 31,
1998 1997*
------------ ------------
Cash Flows From Operating Activities:
Net income (loss) $ 36,345 $ 1,706
Adjustments to reconcile net loss
to net cash used by operating activities:
Stock issued for services -0- 48,000
Depreciation 10,345 15,726
Amortization of goodwill and intangibles 33,695 50,542
Realized loss on sale stock uncon. sub. -0- 23 611
Equity (earnings) unconsolidated sub. (77,603) (184,143)
(Increase) decrease in current assets:
Accounts receivable (30,533) (27,991)
Prepaid expenses and other assets (1,332) (2,500)
Increase (decrease) in current liabilities:
Accounts payable (30,014) 33,141
Accrued liabilities 56,721 8,892
Other -0- 11,000
--------- ---------
Net cash (used) by operating activities (2,376) (22,016)
--------- ---------
Cash Flows From Investing Activities:
Proceeds from sale of stock uncon. sub. -0- 26,797
--------- ---------
Net cash provided (used) by investing -0- 26,797
activities ---------- ---------
Cash Flows From Financing Activities:
Proceeds (repayments) stockholder loans (2,794) 27,845
Proceeds (repayments) notes payable other (5,875) (29,492)
--------- ---------
Net cash provided (used) by financing (8,669) (1,647)
activities --------- ---------
Increase (Decrease) in Cash (11,045) 3,134
Cash and Cash Equivalents Beginning 20,462 7,014
--------- ----------
Cash and Cash Equivalents Ending $ 9,417 $ 10,148
========= =========
See accompanying notes
*The Company changed its fiscal year end effective October 31,
1997 (See Notes)
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying unaudited financial statements have been
prepared in accordance with generally accepted accounting
principles, and include all the information and disclosures
required for complete financial statements.
The Company changed its fiscal year end to October 31st, effective
October 31, 1997, to coincide with the fiscal year end of a
significant unconsolidated foreign subsidiary. The statement of
operations and cash flows included in this report presents the
operations and cash flows of the Company for the first quarter of
its new year, ending January 31, 1998, and the comparable figures
for the first quarter of its old year, ending May 31, 1997. The
Company believes that the numbers presented for the prior year s
first quarter are representative and comparable to the current
year s first quarter; and that no material change would result from
reinstating the first quarter of last year to include the same
periods as the current year s first quarter.
The Company has not filed its 10KSB report for the fiscal year
ended October 31, 1997 due to a delay in the completion of the
audit of a significant unconsolidated foreign subsidiary. The
Company expects to have its report on form 10KSB filed by March 31,
1998. The Company does not expect the audited financial information
to be presented in form 10KSB to be significantly different from
the unaudited information presented in this report.
Business
The Company is in the business of acquiring businesses with the
goal of building well-run, independent subsidiaries who have
solid market niches.
Until June 1, 1995, the company operated a chain of seafood
restaurants (Cami s, The Seafood Place) primarily in South
Florida (Dade and Broward counties). On that date, the Company
licensed the operations of the restaurants to an independent
operation.
The Company has a 36% interest in Forest Hill Capital Corp.
Forest Hill operates a chain of retail optical stores throughout
Canada.
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Principles of consolidation
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries. All significant
intercompany balances and transactions are eliminated in
consolidation.
Use of estimates
The preparation of financial statements in accordance with
generally accepted accounting principles requires management to
make estimates and assumptions that affect the reported amount of
assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the
reported amount of revenues and expenses during the reported
period. Actual results could differ from those estimate.
Estimates that are particularly susceptible to change in the near
term include the allowance on the notes receivable due from
affiliated companies, evaluation of the recoverability of
goodwill and other intangible assets, and estimates of accrued
penalties and interest on the payroll and sales taxes payable.
Property and Equipment
Property and equipment are stated at cost. Expenditures for
major betterment and additions are charged to the asset accounts,
while replacements, maintenance and repairs which do not extend
the lives of the respective assets are charged to expense
currently.
Depreciation is computed on the straight-line method at rates
based on the estimated useful lives of the assets. The estimated
useful lives are as follows:
Furniture, fixtures and equipment - 5 to 10 years
Leasehold improvements - Life of the lease
Cost in Excess of Net Assets Acquired
Cost in excess of net assets of businesses acquired ("goodwill")
represents the unamortized excess of the cost of acquiring a
business over the fair value of the identifiable net assets
received at the date of acquisition, and is primarily from the
acquisition of Cami's, The seafood Place restaurants. Such
goodwill is being amortized on the straight-line method over a
period of 6 years (see Note 19).
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
It is the Company's policy to evaluate the recoverability of
goodwill and other intangible and long-lived assets on a periodic
basis, based primarily on estimated future net cash flows
generated by the assets giving rise to the goodwill, intangibles
and other long-lived assets, and the estimated recoverable values
of these assets. Such estimated future net cash flows take into
consideration management's plans with regard to future
operations (see Note 2), and represent management's best estimate
of expected future results. In the opinion of management, the
results of the projected future operations are considered
adequate to recover the Company's investment in goodwill
intangible and other long-lived assets.
Intangible assets
Intangible assets are stated at cost and amortized on straight-line
basis over their estimated useful lives, 5 to 15 years.
Income (Loss) per common share
Net Income (Loss) per common share has been computed based on the
weighted average number of shares of common stock outstanding
during the periods. The number of shares used in the computation
was 56,806,068 and 56,284,328 for the three months ended January
31, 1998 and May 31, 1997, respectively.
NOTE 2. SUMMARY OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES
Going Concern Considerations
The accompanying consolidated financial statements have been
presented in accordance with generally accepted accounting
principles, which assume the continuity of the Company as a going
concern. However, during the year ended February 28, 1997, the
Company experienced, and continues to experience, certain going
concern and liquidity problems. As reflected in the consolidated
financial statements, the Company s consolidated financial
position reflects a working capital deficiency of $1,351,041 at
January 31, 1998, and $1,341,324 at October 31, 1997.
Additionally, the Company, has a significant investment in goodwill
and other intangible assets, the recoverability of which is
dependent upon the success of forecasted future operations (see
Note 19).
These conditions raise substantial doubt as to the ability of the
Company to continue as a going concern.
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 2. SUMMARY OF CERTAIN SIGNIFICANT RISKS AND UNCERTAINTIES
(CONTINUED)
Management's plans with regard to these matters encompass the
following actions:
1. Acquisition of business
The Company plans to make strategic acquisitions of other
profitable businesses as these opportunities develop.
2. Licensing of restaurant operations
Effective June 1, 1995, the Company entered into a licensing
agreement whereby it licensed the operations of its
restaurant operations to an independent operator (see Note
19). The Company expects that this licensing agreement
should result in net cash flows from operating activities
over the term of the agreement.
3. Equity infusion from sale of securities
The Company plans to raise equity funds from private
placements of its common stock, and plans to sell additional
shares of common stock in a proposed public offering.
4. Stockholder financing
Certain stockholders of the Company have provided financing
by means of debt financing. The Company expects that these
stockholders will continue to provide financing for the
Company, by means of additional debt or equity financing.
The eventual outcome of the success of management's plans cannot
be ascertained with any degree of certainty. The accompanying
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.
Other than those accrual and other adjustments described, the
accompanying financial statements do not include any adjustments
that might result from the outcome of the significant risks and
uncertainties discussed above.
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 4. PREPAID EXPENSES AND OTHER CURRENT ASSETS
Prepaid expenses and other assets at January 31, 1998 and October
31, 1997 consist of accrued interest on notes receivable.
NOTE 5. INVESTMENTS IN AFFILIATED COMPANIES
January 31, October 31,
1998 1997
---------- ------------
Investments in Affiliated Companies:
Forest Hill Capital Corporation $ 2,514,222 $ 5,057,587
Virilite Neutracutical Corporation 68,746 68,746
660407 Alberta, LTD 38,000 38,000
--------- --------
$ 2,620,968 $ 2,543,365
========= =========
NOTE 6. PROPERTY AND EQUIPMENT
January 31, October 31,
1998 1997
----------- -----------
Furniture, fixtures and equipment $ 435,312 $ 435,312
Leasehold improvements 29,101 29,101
---------- ------------
464,413 464,413
Accumulated depreciation (397,067) (386,723)
---------- ------------
$ 67,346 $ 77,690
========== ============
NOTE 7: INTANGIBLE ASSETS
January 31, October 31,
1998 1997
----------- -----------
Leasehold interests $ 117,583 $ 117,583
Customer lists 105,000 105,000
Liquor licenses 120,000 120,000
---------- -----------
342,583 342,583
Less accumulated amortization (210,025) (204,663)
---------- -----------
$ 132,558 $ 137,920
========== ===========
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 8. NOTES PAYABLE OTHER, AND NOTES PAYABLE STOCKHOLDERS AND
DIRECTORS
Notes Payable Other consist of:
January 31, October 31,
1998 1997
----------- -----------
Note payable bearing interest
at 15%, maturing June 1, 1998 $ 332,500 $ 0
Note payable bank, payable in
monthly installments of $3,125,
bearing interest at 11% 21,875 27,750
--------- ---------
$ 354,375 $ 27,750
========= =========
Notes Payable Stockholders and
Directors consist of:
Notes payable stockholder,
interest at Libor + .75%,
due July 31, 1997 $ 200,000 $ 200,000
Notes payable stockholder,
interest at Libor + .75%,
due July 31, 1998 60,000 60,000
Notes payable stockholders,
interest at rate prime + 1%,
due at various dates through
October, 1998 68,149 68,149
Other 44,575 47,369
--------- --------
$ 372,724 $ 375,518
========= ========
NOTE 9. LONG-TERM DEBT
Long term debt consist of a note payable stockholder in the
amount of $287,875, bearing interest at 9% per annum, payable in
monthly installments based on a thirty year amortization schedule,
with unpaid interest and principal due August 30, 2001.
As collateral for the note, the Company has pledged an interest
in substantially all of its assets.
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 9. LONG-TERM DEBT (CONTINUED)
Annual maturities of long-term debt at January 31, 1998 and for
each of the succeeding five years and thereafter are summarized as
follows:
1998 $ 1,967
1999 2,151
2000 2,353
2001 2,574
2002 2,815
Thereafter 276,015
NOTE 10. ACCRUED LIABILITIES, OTHER
January 31, October 31,
1998 1997
----------- -----------
Accrued interest-
Director-stockholders $ 137,163 $ 132,845
Accrued dividends 137,500 125,000
Accrued salaries officers 0 46,103
Accrued consulting fees 245,502 221,300
Accrual re lawsuit settlement 64,000 70,000
Other accrued liabilities 15,239 8,164
--------- ---------
$ 594,458 $ 603,412
========= =========
NOTE 11. INCOME TAXES
No credit for income taxes has been provided in the accompanying
consolidated financial statements because realization of such
income tax benefits is not reasonably assured. The Company will
recognize the benefit from such carry forward losses in the
future, if and when they are realized, in accordance with the
applicable provisions of accounting principles for income taxes.
At October 31, 1997, the Company had net operating loss carry
forwards for income tax purposes of approximately $11,000,000
which expire at various years to 2011.
VALUE HOLDINGS, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JANUARY 31, 1998, MAY 31, 1997 AND OCTOBER 31, 1997
NOTE 12. RELATED PARTY TRANSACTIONS
Virilite Neutracutical Corporation
On February 29, 1996, the Company sold its Libido license to
Virilite Neutracutical Corporation (Virilite) for $50,000 in
cash, a $200,000 promissory note, and 500,000 shares of Virilite
common stock, representing 12.5% of that company's stock. In the
quarter ended May 31, 1996, $100,000 of the promissory note was
paid. During fiscal 1997, the Company advanced an additional
$20,400 to Virilite for operating expenses. The gain on the sale
of the Libido license is being recognized on the installment method
of accounting. The balance due on the note receivable from Virilite
is presented in the accompanying statements net of the deferred
gain from the sale of the license of $86,251.
The Company has accounted for its investment in Virilite at cost.
NOTE 13. COST IN EXCESS OF NET ASSETS ACQUIRED (GOODWILL)
It is the Company s policy, as discussed in Note 1, to evaluate
periodically the recoverability of goodwill. On June 1, 1995,
the Company entered into a licensing agreement effective as of
June 1, 1995, whereby it licensed the operations of its
restaurant facilities to an independent operator who is involved
as a joint venture partner in one of the Company s other
restaurant locations. The Company is to receive a monthly
license fee of 3% of monthly revenues of the restaurants. The
licensing agreement is for an initial term of three years, with
an option on the part of the licensee to renew the agreement for
an additional three years. As a result of this change in method
of utilizing its restaurant facilities, the Company re-evaluated
the recoverability of goodwill. Such evaluation was based upon
management s estimate of the amount of licensing fees reasonably
expected to be received over the initial term of the licensing
agreement.
NOTE 14: INVESTMENT IN FOREST HILL CAPITAL CORP.
On August 30, 1996 the Company converted its notes receivable
from Forest Hill Capital Corporation (FHCC) totalling $1,610,426
and accrued interest of $83,771 into common shares of Forest Hill
Capital, representing a 42.5% interest in FHCC. In April, 1997,
the Company sold 60,000 shares of FHCC to raise funds for
operations and realized a loss of $23,611. During its second
fiscal quarter FHCC issued additional shares of common stock to
some creditors for debt settlement. At January 31, 1998, the
Company had a 36% interest in FHCC.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
RESULTS OF OPERATIONS
The Company changed its fiscal year end to October 31st, effective
October 31, 1997, to coincide with the fiscal year end of a
significant unconsolidated foreign subsidiary. The statement of
operations and cash flows included in this report presents the
operations and cash flows of the Company for the first quarter of
its new year, ending January 31, 1998, and the comparable figures
for the first quarter of its old year, ending May 31, 1997. The
Company believes that the numbers presented for the prior year s
first quarter are representative and comparable to the current
year s first quarter; and that no material change would result from
reinstating the first quarter of last year to include the same
periods as the current year s first quarter.
Equity in Income of Unconsolidated Subsidiaries
On August 31, 1996, the Company acquired a 42.5% interest in
Forest Hill Capital Corp. (FHCC), a company that operates a chain
of retail optical stores throughout Canada. This percentage was
reduced to 36% during the quarter ended May 31, 1997 when the
Company sold some of its stock in FHCC, and FHCC issued additional
common shares for debt settlement (see note 20). Equity in earnings
of Forest Hill for the three months ended January 31, 1998 and May
31, 1997 was $77,603 and $184,143, respectively.
Restaurant Operations
The restaurant operations are licensed to Camfam, Inc. under a
licensing agreement that calls for monthly licensing fees of 3% of
sales. Licensing fee revenues for the three months ended January
31, 1998 and May 31, 1997 were $84,106 and $87,047, respectively.
The Registrant is currently seeking to expand its operations
through licensing agreements with recognized restaurant
operators, whereby existing restaurant chains or management teams
would convert and/or develop new restaurants utilizing the Camis
format in return for a license fee based on a percentage of
sales. It hopes to use the licensing agreement with Family as a
model for its future expansion.
For this purpose the registrant has placed a sum equal to 1% of
monthly sales into an escrow account with Family to be used for
future development materials, and 1/2% of monthly sales into an
escrow account to be used for a national advertising fund. Such
materials are to be developed by the Registrant in conjunction
with Family but belong to the Registrant. Future licensed units
will pay a fee as a percentage of monthly sales to contribute to
this fund.
As of the date of this report the Registrant has not negotiated
with or entered into similar arrangements with any other party.
Interest and other
Other income for the three months ended January 31, 1998 and May
31, 1997 consists mainly of interest accrued on notes receivable.
COSTS AND EXPENSES
Selling, General and Administrative Expenses
Selling, general and administrative expenses for the three months
ended January 31, 1998 were $65,533, compared to $165,981 for the
comparable period in 1997. The decrease was due primarily to a
reduction in overhead, specifically professional and consulting
fees.
Other Charges
In addition to operating expenses the Registrant incurred
interest expense and amortization of intangible assets and
consulting agreements:
Interest expense for the three months in 1998 was $17,124,
compared to $16,128 for the comparable period in 1997.
Amortization of goodwill and intangibles, relating to the
restaurant operations for the three months in 1998 was $33,694 as
compared to $50,542 in 1997. The reduction is due to the
write off of certain leaseholdings as the result of relocation of
the Company s restaurant operation on South Miami in fiscal 1997.
Other charges
Other charges for the three months ended May 31, 1997 include
$23,611 loss realized on the sale of shares of Forest Hills
Corporation (See note 14).
Liquidity and Capital Resources
The Company's current objective is to grow through the
acquisition of other profitable businesses (see note 2) and to
reduce its overhead expenses through the licensing of its
restaurant operations (see note 2). The Company also plans to
continue raising equity funds from private placements of its
common stock.
Capital Expenditures and Depreciation
The Company did not make any major capital expenditure during the
quarter ended January 31, 1998.
PART II - OTHER INFORMATION
Item 6. Exhibits and reports on Form 8-K
(a) Exhibits
(b) The Company did not file any reports on form 8-K
during the quarter ended January 31, 1998.
VALUE HOLDINGS, INC. AND SUBSIDIARIES
FORM 10 Q
FOR THE THREE MONTHS ENDED JANUARY 31, 1998
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 thereunto duly authorized.
VALUE HOLDINGS, INC.
DATE: January 31, 1998 By: /s/ Alison Cohen
Alison Rosenberg Cohen
President
DATE: January 31, 1998 By: /s/ Ida C. Ovies
Ida C. Ovies
Chief Financial Officer