U.S. SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C.  20549

                          REPORT ON FORM 10-KSB

    /X/      Annual Report pursuant to Section 13 or 15(d) of the
                     Securities Exchange Act of 1934

               FOR THE FISCAL YEAR ENDED OCTOBER 31, 1997        

                      COMMISSION FILE NO. 0-15076
              --------------------------------------------

    / /      Transition Report pursuant to Section 13 or 15(d) of
                   The Securities Exchange Act of 1934
 
        For the transition period from  3/01/97 to 10/31/97
                                
                          VALUE HOLDINGS, INC.
                          --------------------
         (Exact name of registrant as specified in its charter)

(State of or other jurisdiction                  IRS Employer
of incorporation or organization):  Florida     Identification   

                                                No.:  65-0377168

               Address of Principal Executive Offices
                     2307 Douglas Road, Ste 400  
                        Miami, Florida 33145
                          (305) 447-8801

Securities registered pursuant to Section 12(b) of the Act:  None.
                                                             -----
Securities registered pursuant to Section 12(g) of the Act:      


             Common Stock, par value $.0001 per share
             ----------------------------------------
                        (Title of Class)

Indicate by check mark whether the Registrant (1) has filed
all reports required to be filed by Sections 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or
for such 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   X      No
                             ---         ----
      Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of the Regulation S-K is not contained in this
form, and no disclosure will be contained, to the best of
registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form
10-KSB or any amendment to this Form 10-KSB.   /X/

The aggregate market value of the voting stock held by non-
affiliates of the Registrant, computed by reference to the closing
price of such stock as of October 31, 1997 was approximately
$568,060.68.

As of October 31, 1997, there were 56,806,068 shares of the
Registrant's Common Stock outstanding.

        DOCUMENTS INCORPORATED BY REFERENCE:  None.












































ITEM 1. BUSINESS:

GENERAL DEVELOPMENT OF BUSINESS

From 1986, the Company had been in the business of developing and
selling computer software and publishing a real estate newsletter
and Spanish language tabloid newspaper. The Company s computer
software operations were terminated in 1990. The Company s
publications were never profitable and by 1990, the Company s
publishing operations had been significantly curtailed.  As of
February 28, 1993, the Company had discontinued all of its
publishing business.

In February 1993, the Company s shareholders approved the
re-incorporation of the Company from the State of Delaware to the
State of Florida.  A merger to effect the reincorporation was
completed on March 11, 1993.

On August 30, 1991, the Company, through its newly-formed
subsidiaries, purchased the assets and operations of Seashells,
Inc.  ( Seashells ) and its subsidiaries (the  Seashells Assets ).
Seashells was organized as a Florida corporation in June 1986 with
a view towards operating a chain of seafood restaurants in South
Florida offering quality seafood products at reasonable prices in
a family style setting.  

In the fall of 1994 the Company retained a financial consultant to
advise it on the management and viability of the Company. As a
result of the consultant s advice, the Company decided to
restructure and change direction by becoming a holding company that
would acquire independent businesses with solid market niches. The
current emphasis of the Company is on its restaurant holdings.


THE RESTAURANTS

The first result of the Company s decision to restructure its
operations was to restructure its restaurant operations as
described below.  The restaurants are the core of the company s
operations and have been experiencing increasing revenues.

At October 31, 1997 the Company owned one full-service retail
restaurant which was being managed by Cam Fam, Inc. ( Cam Fam ).
The Company also received licensing fees based on the gross sales
of four other restaurants (the Restaurants ) operated under a
license from Cam Fam, Inc. and located in Dade and Broward
Counties, Florida.  On the four licensed restaurants the Company
receives a license fee equal to 3% of the gross sales.  

On the one Company owned restaurant located in Pembroke Pines,
Broward County, Florida the Company receives a license fee based
on the following scale: on monthly revenues of less than $100,000
a license fee equal to 3% of sales will be paid; monthly revenues
over $100,000 to $150,000 4% of all sales will be paid as a license
fee; monthly revenues over $150,000 to $200,000 5% of all sales
will be paid as a license fee; monthly revenues over $200,000 6%
of all sales will be paid as a license fee.

The Restaurants feature quality, family style budget seafood
and non-seafood products.  The Restaurants operate under the name
Cami s Seafood and Pasta  but are known locally as just Cami s.
The Restaurants have an informal atmosphere and offer a full
compliment of prepared seafood items and a limited number of
non-seafood items.  The Restaurants stress high quality food and
efficient, friendly service at affordable family prices. The
Restaurants average single meal ticket price is $6.00 for lunch
and approximately $12.00 for dinner.
                                    
During the fiscal year ended February 28, 1995, the Company opened
an additional restaurant at the Holiday Inn Cocoa Beach resort. 
Due to weak sales the Company closed this restaurant in January
1995. In May, 1995, a claim for breach of lease was filed by the
landlord against the Company. This suit has been settled by the 
Company for $15,000 in cash and the issuance of 500,000 shares of
the Company's common stock.
 
As a result of the decision to restructure its operations, the
Company is currently seeking to expand its operations through
licensing agreements with recognized restaurant operators.  These
licensing agreements would typically allow an existing restaurant
chain or management team to convert and/or develop new restaurants
utilizing the Camis format in return for a license fee payable to
the Company based on a percentage of sales.  As noted above the
first such agreement was entered into by the Company on June 1,
1995 whereby its joint venture partner, Family, licensed the Camis
Seafood and Pasta restaurant concept.  Pursuant to the agreement
the licensor assumed operation of the Cami stores located in
Pembroke Pines and South Miami on June 1, 1995.  The license
agreements have since been renewed with Cam Fam under the license
structure noted above.

The Company agreed to place a sum from licensing fees payable to
it equal to 1% of monthly sales into an escrow account to be used
for future development materials. Such materials are to be
developed by Family but belong to the Company.  The Company agreed
to place a sum equal to  1/2% of monthly sales into an escrow
account to be used for a national advertising fund, such
advertising materials to be developed by the Company in conjunction
with Family and belong to the Company.  The agreement further calls
for all future licensed units to pay a flat license fee of 3% of
monthly sales as well as a fee equal to  1/2% of monthly sales to
be designated for the national advertising fund.  For these units
the Company agreed to place a sum equal to 1% of monthly sales into
a escrow account to be used for future development materials. 
Finally, the Company granted Family exclusive licensing rights for
the Camis concept in Dade and Broward counties. The Company hopes
to use this licensing agreement as a model for its future
expansion.  As yet it has not negotiated with nor entered into
similar arrangements with any other party.

The South Miami and Pembroke Pines restaurants are located in strip
shopping centers, while the North Miami, West Miami and Cutler
Ridge operations are in stand alone buildings.  A strip center
location may become disadvantageous if a center loses one or more
tenants, such as a major anchor.  The resulting loss of foot
traffic could adversely impact the restaurant operated in the mall
; however, the Company believes it has not, to date, experienced
any loss of business in any such instance.  The Company has not
conducted nor sponsored any market research but, instead, has
relied and will continue to rely on the judgment of its managers
and consultants in identifying future restaurant sites.  The
Company seeks the best location, concentrating on (1) exposure to
passing vehicular traffic, (2) easy access to major traffic
arteries, (3) a population of 100,000 or more in a three-mile
radius, and (4) a location within one-half mile of a national
fast-food outlet such as McDonald's or Burger King.

The expansion of the Cami Seafood and Pasta restaurant concept is
the center of the Company s plans for increasing revenue and
income.  The company is actively seeking other restaurant operators
as partners to expand the number of stores using the licensing
formula detailed above. There cannot be any assurance that the
Company will successfully obtain other restaurant operations or
partners to expand its restaurant operations.

Acquisition of Upper Canada Beverage  

As part of its continuing restructuring efforts, on November 30,
1995, the Company, acting through its majority owned subsidiary,
Value Beverage Corp., a corporation formed under the laws of the
Province of Ontario (the  Purchaser ), acquired all of the issued
and outstanding shares of The Trade Group, Inc., a corporation
formed under the laws of the Province of Ontario ( Trade ), which
in turn owned all of the issued and outstanding shares of Upper
Canada Beverage Company, a Florida corporation ( UCBC ). The
consideration paid for the shares of Trade was US$100,000 in cash
and 2,400,000 shares of the Purchaser s Class A Shares valued at
US$1.00 per share.  The seller of the Trade shares was Anthony
Pallante who was the President of the Company from May, 1995 to
December, 1996. However, the amount of the consideration was
determined by the provisions of a letter of intent that was entered
into between the Company and Mr. Pallante through arm s length
bargaining prior to the time that Mr. Pallante became the 
Company s President. 



In connection with the closing of the purchase, UCBC changed its
name to Consolidated Beverage Company ( Consolidated ) and now
operates under that name. Consolidated is engaged in the business
of selling and distributing beer and other alcoholic and
non-alcoholic beverages in the United States and Canada. In
September of 1995, the Company entered into a letter of intent with
Connors Brewing Company of St. Catherines, Ontario to distribute
beer brewed by Connors. Consolidated is now distributing the
Connors beer through its distribution system. It has also entered
into a letter of intent with Indian Motorcycle to manufacture and
distribute a full line of beer and clothing accessories in Canada
and the United States using the Indian Motorcycle trademark.

In connection with the purchase of the Trade shares, the Company
and Mr. Pallante entered into an Exchange Agreement pursuant to
which Mr. Pallante has the right to exchange his Class A Shares of
the Purchaser for shares of the Company s Common Stock beginning
on November 1, 1996 at the rate of one Class A Share for two shares
of Common Stock. The exchange ratio is subject to adjustment in the
event of certain transactions affecting the capital structure
of the Company.

In addition, the Company, Mr. Pallante, the Purchaser, Trade and
UCBC entered into a Unanimous Shareholders Agreement pursuant to
which the parties agreed to certain matters relating to the
governance of the Purchaser. Pursuant to the terms of this
Agreement, the Company has the right to designate two of the
Purchaser s three directors and Mr. Pallante has the right to
designate the third director. Further, the Agreement provides, in
accordance with the Business Corporations Act of the Province of
Ontario, that the Purchaser may not take certain actions without
the unanimous approval of its shareholders.

Upon Mr. Pallante s resignation on December 3, 1996 Consolidated
was turned back to Mr. Pallante in exchange for his class A stock
and the release of all other claims against the Company.  The
license for Indian Motorcyle was also canceled as Consolidated was
unable to meet its obligations under the license agreement.


OTHER RESTRUCTURING ACTIVITIES

Forest Hill Capital

In December, 1995, the Company purchased for Canadian $250,000
(US$185,185),  14% of the shares of Forest Hill Capital
Corporation, a Canadian public company. Forest Hill has four
operating divisions: optical retailing, practice management,
managed care and nutritional health.  Forest Hill has 70 
locations in Hudson's Bay and Zeller's department stores across
Canada.  

In addition, the Company loaned $1,610,426 to Forest Hill during
the fiscal year ended February 29, 1996.  Of the total amount
loaned, $840,000 was represented by Company CommonStock issued to
creditors of a subsidiary of Forest Hill and $770,426 in cash was
advanced for working capital purposes.  Forest Hill used the cash
to liquidate outstanding debt and pay trade creditors.  
On August 31, 1996 the Company and Forest Hill agreed to convert
the outstanding debt to the Company into common stock of Forest
Hill.  As the result of that transaction the Company now owns
approximately 4,256,000 shares of Forest Hill s common stock which
trades on the Canadian Dealing Network, trading symbol (FHCC). As
of October 31, 1997 Forest Hill has 11,732,387 shares outstanding.

Forest Hill Capital Corporation (Forest Hill) is a holding  company
formed to develop and acquire profitable  businesses in the health
care industry.   Forest Hill has separate operating divisions in
Retail Optical, Practice Management, Managed Care and Nutritional 
Health. 
          
Through its Retail Optical Division the Company holds the license 
to operate Bay Optical, retail optical locations in selected Bay
department stores across Canada. The Bay (Hudson s Bay Company),
in business for more than 325 years, is Canada s oldest department
store and operates over 100 locations from coast to coast.  Forest
Hill currently licenses 57 Bay Optical locations across Canada,
with the opportunity to open more.

Since October 1996, Forest Hill, through its wholly owned Optivest
Associates, Inc., subsidiary, has sub-licensed 45 of its Bay
Optical units to investors.  Optivest Associates Inc. ( OAI ) holds
the master license to operate retail optical locations in selected
Bay department stores across Canada under the name  The Bay
Optical.
 
Hudson s Bay Company ( HBC ) has agreed to provide its consent to
OAI to permit sub-licenses to be granted by OAI to purchaser
corporations as described below. However, HBC has not participated
in the development of the retail optical business opportunity. 

The sub-license agreement is subject to HBC s right to cancel such
license on 60 days written notice. A limited number of purchasers
have been given the opportunity to purchase the assets and related
goodwill of a Bay Optical retail store, to enter into a sub-license
agreement for a period of up to seven years and to earn a return 
on their investment.

OAI, at its cost, provides a newly incorporated Company to the
purchaser. OAI pays all other costs of closing, including any sales
commissions. The purchaser is responsible for any costs pertaining
to use of their own legal and financial advisers. The purchaser 
( the Owner ), through a corporation set up by OAI, purchases from
OAI, the store assets and goodwill ( Purchased Assets ) of a Bay
Optical location for $230,000 plus a lender s fee of $3,550
(Canadian Dollars), for a total purchase price of $233,550
(Canadian Dollars). The Purchased Assets will include, without 
limitation, optical equipment, furniture, fixtures and capital
improvements. The Owner makes an application for sales tax and GST
exemption for this purchase. The Owner enters into an exclusive
contract with the Manager to operate and manage the retail Bay
Optical store. Eyeworld Professional Management Group Inc., another
wholly owned subsidiary of Forest Hill and an affiliated company
of OAI, has been appointed the Manager to operate all Bay Optical
store locations on behalf of OAI. To finance the purchase described
herein, the Owner will provide OAI with a promissory note (Note
#1), conditional on credit approval, in the amount of $178,550,
carrying an interest rate of 8.75% per annum, calculated
semi-annually. Repayment terms of Note #1 are to include blended
monthly payments of principal and interest of $2,836.11 over 
a 7 year period. Loan payments will be made for the Owner by the
Manager to OAI from store cash flow. In the event there are
insufficient proceeds to meet the Owner s obligations under Note
#1, the Manager will pay to the Owner an amount sufficient to
enable the Owner to meet its obligations under Note #1. In
providing Note #1, the shareholder of the Owner will be required
to provide a personal guarantee on behalf of the Owner in the
amount of $44,638, which guarantee shall remain in place until Note
#1 has been repaid. Assuming a marginal tax rate of 50%, the
guarantor s after tax out of pocket liability in the event of
default is approximately $27,899. 

OAI, at its option within a five month period from closing,
reserves the right to refinance Note #1 with a Small Business Loan 
 SBL ) arranged through a financial institution. By executing an
Agreement of Purchase And Sale, the Owner covenants to co-operate
in such refinancing. The interest rate and term of the SBL are
subject to change. OAI will absorb any costs with respect to any 
such change. The SBL may be insured by the lender at the Owner s
cost. The balance of the purchase price, $55,000, will be financed
through a second promissory note ( Note #2 ) from the Owner,
payable to OAI, carrying an interest rate of 6% per annum.
Repayment terms of Note #2 are interest only, monthly, in the
amount of $275, with principal repayment at the end of the seven
year term. Loan payments will be made for the Owner by the Manager
to OAI from store cash flow. In the event there are insufficient
proceeds to meet the Owner s obligations under Note #2, the 
Manager will pay to the Owner an amount sufficient to enable the
Owner to meet its obligations under Note #2. There is no personal
guarantee required on Note #2. The Owner is required to sign a
first ranking General Security Agreement ( GSA ) for the 
notes in favor of OAI and/or the lending institution once
replacement financing is arranged . OAI will postpone its GSA in
favor of the new financing. The Owner will receive a monthly
payment from the Manager in the amount of $600 for a seven year 
period, plus a final payment of $69,600 in the 84th month. An
annual financial statement for the business will be provided to the
Owner at the Manager's expense for purposes of income tax
reporting.

The Practice Management division manages optical practices on 
behalf of vision care of Forest Hill practitioners, which include
15 Zellers Vision Centre stores for B&N Vision Associates, and 45
Bay Optical stores which have recently been sublicensed.

Forest Hill s Managed Care Division is being readied for launch in 
the first half of this year and will provide various supplementary
health services which consumers require, but are no longer covered
by public funds.  These health services include dental, vision
care, hearing and podiatry among others.

Through its Nutritional Health Division, Forest Hill owns 70% of 
the shares of Virilite  Neutracutical Corp (VNC) [Value Holdings
owns 10% of the shares of VNC separately], a company developing and
marketing a line of functional food and beverage products in the
United States and Mexico under the name  Terbo.

These products contain a variety of proteins and nutrients directed
at the health care market.  Some the products will contain the
dietary supplement Virilite, a protein derivative extracted from
fertilized hens  eggs which has been demonstrated in scientific
studies to significantly increase in both men and women when
ingested. This dietary supplement does not require FDA premarket
approval before it is sold. The ingredient is covered under the
Dietary Supplement Health Education Act of 1994 (DSHEA) which
sought to eliminate the complicated patchwork of Federal regulation
covering the nutraceutical and health supplement industry. 
Further, the FDA has not published final labeling rules or
requirements in the Federal Register.  The company does however
place the disclaimer mentioned in the DSHEA on its labels.

VNC began production of its first product, the apple-cinnamon
granola TERBO Energy Bar with Virilite in August 1997.  Advertising
to support the product began in September 1997 with ad placements
in USA Toda y, Playboy, Esquire and on the Howard Stern Show.  The
bars were also featured in the Living Section of the Miami Herald
on October 9, 1997.

VNC plans line extensions in the first half of 1998 to include
different flavored bars and a chocolate flavored drink mix. 
Additionally, the company has been approached by producers of
television infomercials  who wish to feature the product in a
series of 30 minute TV segments in various US markets.  VNC has not
yet committed to any of these producers.



GOVERNMENTAL REGULATION

Restaurants are subject to state and local health and sanitation
laws.  In addition, the Company s operations are subject to
federal, state and local regulations with respect to environmental
and safety matters, including regulations promulgated by the U.S. 
Environmental Protection Agency ( EPA ) and the State of Florida
Department of Natural Resources ( DNR ) concerning discharge into
the air and water, as well as local zoning and health ordinances
and regulations under the Federal Occupational Safety and Health
Act. Management believes that it is in material compliance with
applicable EPA and DNR regulations.  In addition, the Restaurants
are subject to and in material compliance with applicable state and
local laws and regulations that require designated non-smoking
areas.  The Restaurants are also subject to the regulatory
jurisdiction of the Alcoholic Beverage Control Board of the State
of Florida with respect to such matters as the hours of service,
handling of alcoholic beverages, service to customers and other
matters. However, the Company believes that the operation of the
Restaurants complies with all applicable regulations and that
compliance does not have a material effect of the business
of the Company.

In recent years, many states have adopted laws regulating franchise
operations in the franchisor-franchisee relationship, and similar
legislation is pending in additional states. Existing laws and
pending proposals vary from filing and disclosure requirements in
the offer and sale of franchises to the application of statutory
standards regulating established franchise relationships.  The
most common provisions of the existing laws and pending proposals
regulating the substance of franchisor-franchisee relationships
establish restrictions on the ability of franchisors to terminate
or to refuse to renew franchise agreements.  Other existing laws
and pending proposals contain provisions designed to insure the
fairness of the franchise agreements to franchisees.

Included in these proposals are limitations or prohibitions and
restrictions pertaining to the assignability of the rights of
franchisees, to franchisee ownership of interest in other business,
to restrictions on franchisee membership in trade associations and
to franchisor interference with franchisee employment practices.

In addition to the foregoing state regulations, the Federal Trade
Commission (the  FTC ) adopted rules and guidelines which became
effective in October 1979.  The FTC s Trade Regulation Rule on
Franchising (the  FTC Rule ) requires the Company to make certain
disclosures to prospective franchisees prior to the offer or sale
of franchises by use of a franchise offering circular.  In
addition to requiring the disclosure of information necessary for
a franchisee to make an informed decision on whether to enter into
a franchise relationship, the guidelines delineate the
circumstances in which franchisors may make predictions on future
sales, income and profits.  Failure to comply with such FTC Rule
constitutes an unfair trade practice under Section 5 of the Federal
Trade Commission Act.

Recent decisions of several state and federal courts have indicated
increasing judicial sympathy and protection for the rights and
interests of franchisees in litigation with their franchisors.


The law applicable to franchise operations and relationships is
rapidly developing and the Company is unable to predict the effect
on its operations of additional requirements or restrictions which
may be enacted or promulgated or of court decisions which may be
adverse to the franchise industry generally.


Each Company-operated and franchised restaurant is subject to
licensing and regulation by a number of governmental authorities,
which may include health, sanitation, safety, fire, building and
other agencies in the state or municipality in which the restaurant
is located.  Difficulties in obtaining or failure to obtain the
required licenses or approvals could delay or prevent the
development of a new restaurant in a particular area. More
stringent and varied requirements of local governmental bodies with
respect to zoning, land use and environmental factors could delay
or prevent the development of a new restaurant in a particular
area.

The Company is also subject to state and federal labor laws that
govern its relationship with its employees, such as minimum wage
requirements, overtime and working conditions and citizenship
requirements.  Significant numbers of the Company s food service
and preparation personnel are paid at rates related to the federal
minimum wage.  Accordingly, further increases in the minimum
wage would increase the Company's labor costs.

TRADEMARKS

The Company utilizes and is dependent upon certain federally
-registered trademarks,  Cami s Seashells, the Seafood
Place  and  Cami s Seashells, the Seafood Place and Design,  which
were assigned to the Company by Seashells in February 1992, and a
service mark, Cami s Express.  The Company, in 1994 has also
registered the trademark  Cami s Seafood & Pasta.  The Company is
not aware of any party who could validly contest such marks.

COMPETITION

The food service business is highly competitive and the Company s
Restaurants and food processing operations currently compete and
will compete with numerous other restaurants and food service
operations, many of which possess substantially greater financial
resources and more experienced personnel and management than does
the Company.

The restaurant and food service business is often affected by
changes in consumer tastes, national, regional or local economic
conditions, demographic trends, and for the restaurants, traffic
patterns and the type number and location of competing restaurants.

In addition, factors such as inflation, increased food, labor and
benefits costs and the availability of experienced management and
hourly employees may adversely affect the food service industry in
general and the Company s operations in particular. 

ITEM 2.  PROPERTIES:

The Company s South Miami, Florida restaurant comprised 11,667
square feet in a strip shopping center.  The lease, which was
assigned to the Company, expired on March 31, 1997.  The minimum
monthly base rent was approximately $8,891 plus real estate, sales
taxes and common area maintenance fees, the aggregate amount of
which averages approximately $12,531 per month.  The lease for the
restaurant and executive office space was not renewed upon its
expiration and Family Steakhouse entered into a new lease for the
South Miami restaurant, to which the Company is not a party. 

ITEM 3.  LEGAL PROCEEDINGS:

In June 1994, a lawsuit was filed in the Circuit Court for Dade
County, Florida in which the plaintiff alleges that the Company's
wholly-owned subsidiary corporation, Cami Restaurant Corp., and
certain indirect wholly-owned subsidiary corporations of the
Company breached a certain agreement for and failed to make certain
payments on a promissory note given in connection with the purchase
of certain assets by Cami Restaurant Corp. in 1991. The  plaintiff
also alleges that certain present and former officers of the
Company or Cami Restaurant Corp., defrauded the plaintiff, engaged
in conspiracy to defraud the plaintiff and breached certain
fiduciary duties to the plaintiff.  The plaintiff sought damages
in excess of $4,600,000, interest and attorneys fees, as well as
an order declaring the purchase of assets void.  The Company has
settled this suit as of June 1997 for the sum of $75,000 to be paid
over 16 months and the issuance of 500,000 shares of stock. The
Plaintiffs will provide all Defendants with general releases and
the Defendants will provide the Plaintiffs with general releases.

In May 1995, a claim for breach of lease against Cami Restaurant
Corp. and for breach of guaranty against the Company was filed by
Holiday Inn of Cocoa Beach. This suit has been settled for $15,000
and the issuance of 500,000 shares of common stock.

The Company is currently a party to certain lawsuits brought in the
ordinary course of its business.  None of these lawsuits, in
management's opinion, is material to the Company's business.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
SECURITY HOLDERS:

No matters were submitted to a vote of the shareholders of the
Company during the fiscal year ended October 31, 1997.













                          PART II


ITEM 5.  MARKET FOR COMPANY'S COMMON EQUITY
         AND RELATED STOCKHOLDER MATTERS

The Company s Common Stock is currently traded in the
over-the-counter market. The Company's Common Stock was traded on
NASDAQ from November 20, 1992 until August 9, 1996 when the stock
of the Company was removed therefrom.  Prior to such time it was
traded in the over-the-counter market on the Electronic Bulletin 
Board.  The following table sets forth the high and low bid
quotations for the Common Stock for the last two fiscal years.
These over-the-counter market quotations reflect prices between
dealers and do not include retail mark-ups, mark-downs or
commissions and may not necessarily represent actual transactions.

<TABLE>
<CAPTION>
                                               Common Stock
                                               ------------
                                           High             Low
                                           ----             ---
         <S>                               <C>              <C>
         
         December 1, 1994 -
         February 28, 1995                 $.46             $.21
         
         March 1, 1995 -
         May 31, 1995                      $.47             $.19
         
         June 1, 1995 -
         August 31, 1995                   $.56             $.17
         
         September 1, 1995
         November 30, 1995                 $.28             $.13
         
         December 1, 1995
         February 29, 1996                 $.28             $.09
         
         March 1, 1996 -
         May 31, 1996                      $.09             $.01
         
         June 1, 1996 -
         August 31, 1996                   $.10             $.01
         
         September 1, 1996 -
         November 30, 1996                 $.10             $.01

        December 1, 1996 -
         February 28, 1997                 $.10             $.01

        March 1, 1997 -
         May 31, 1997                      $.04             $.01
        June 1, 1997 -
         August 31, 1997                   $.03             $.001
        September 1, 1997 -
         October 31, 1997                  $.05             $.001 

- ----------------------            
</TABLE>

On October 29, 1997, the closing bid price of the Common Stock as
quoted on the Bulletin Board was $0.01.

Due to the Company s financial condition and inability to file its
10-K on time for Fiscal 1996 the Company was delisted from the
NASDAQ Market.  Because of the Company s current financial
condition there can be no guarantee or assurance that the Company
can be relisted on the NASDAQ Market or that it will be able to
attract market makers.

As of Otober 31, 1997, the Common Stock was held by approximately
1,467 stockholders of record.  The Company believes that the number
of beneficial owners of the Company s Common Stock is in excess of
1,600 individuals.

The Company has never declared any cash dividend on its shares of
Common Stock.The Board of Directors may declare dividends on its
Common Stock from time to time, although it does not at present
have any intention to do so.

The Company is obligated to pay dividends of $0.10 per share on its
outstanding shares of Series A Preferred Stock.  Dividends in
arrears for the year ended October 31, 1997 amount to approximately
$50,000.  This is in addition to the 1997 and 1996 arrearage of
approximately $150,000.


ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF
         FINANCIAL CONDITION AND RESULTS OF OPERATIONS

RESULTS OF OPERATIONS

The Company changed its fiscal year end from February 28th to
October 31st, fiscal year end of its unconsolidated foreign
subsidiary. The fiscal period ended October 31, 1997, therefore,
contains only eight months of operations, compared to a full year
of operations in fiscal period ended February 28, 1997.
  
Equity in Income of Unconsolidated Subsidiaries

The Company had a 36% interest in Forest Hill Capital Corp. (FHCC)
at Ocotober 31, 1997 and a 40% interest at February 28, 1997. FHCC 
is a company that operates a chain of retail optical stores
throughout Canada. Equity in earnings of Forest Hill for the fiscal
periods ended October 31, 1997 and February 28, 1997 totalled
$116,008 and $1,243,688 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 of less than $100,000, 4% of sales over $100,000 to $150,000,
5% of sales over $150,000 to $200,000, and 6% of sales over
$200,000. Licensing fee revenue for the fiscal periods ended
October 31, 1997 and February 28, 1997 were $216,321 and $293,428
respectively. The Company 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 Company 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 Company 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 Company has not negotiated with
or entered into similar arrangements with any other party.

Interest and Other Income

Other income for fiscal periods 1997 and 1996 includes $6,337 and
$94,711, respectively of interest income on notes receivable.

COSTS AND EXPENSES

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the period ended
October 31, 1997 were $240,466 compared to $1,080,568 for the
fiscal year ended February 28, 1997. The decrease was due to a
reduction in overhead, specifically professional and consulting
fees.

Other Operating Expenses

Depreciation for the fiscal periods ended October 31, 1997 and
February 28, 1997 was $42,289 and $143,624 respectively. The
decrease was due to the Company's disposal and abandonment of
certain fixed assets fixed assets in fiscal 1997 upon relocation
of its restaurant operation in South Miami (see below).

Amortization of intangible assets for fiscal period ended October
31, 1997 was $134,780 compared to $261,066 for fiscal year ended
October 31, 1997. This expense relates to the acquisition of the
restaurant operations. 
During fiscal 1997, the Company was involved in the relocation of
operations of its South Miami store. On relocation the Company
disposed of certain fixed assets and abandoned some leasehold
improvements, resulting in a loss of $466,613.

Other income and charges

At year end, the Company wrote down its investment in Forest Hill
Capital Corp. to market based on current tarding prices. The write
down resulted in a charge to income of $733,317.

Interest expense decreased from $60,225 in fiscal year 1997 to
$43,353 in fiscal period ended October 31, 1997. The decrease was
due to the reduction in notes payable.       

On December 20, 1995 the Company executed an agreement with MPS
International Food Works Incorporated obtaining a license for the
product known as Libido for its marketing and distribution in the
U.S. and Mexico. On February 29, 1996 the Registrant sold the
license for the rights to Libido and realized a net gain of
$215,627 which is being accounted for under the installment sales
method. Recognized gain on sale of the license during fiscal year
1997 was $86,251.

During fiscal period ended October 31, 1997, the Company sold
60,000 shares of FHCC common stock to raise operating funds at a
loss of $23,611, reducing its interest in FHCC from 40% to 36%.
The Company s disposition of its investment in a joint venture with
Family Steakhouse of Miami in fiscal 1997 (See Interest and Other
Income above) resulted in a loss of $28,553.


Loss form discontinued operations

Loss from discontinued operations in fiscal 1997 include a
$(917,283) loss realized on the disposition of the Company's
investment in the Trade Group, Inc., plus losses resulting from the
operation of this division of $(115,034).

Other

The Company settled lawsuits it was involved in of as of October
31, 1997 for $15,000 plus 500,000 shares of the Company s common
stock, and in June of 1997 for $75,000. The settlements have been
accrued for and charged to income in fiscal periods ended October
31, 1997 and February 28, 1997. 


Gain on Extinguishment of Debt

During fiscal period ended October 31,1997 the Company recognized
credits to income of $1,199,647 from extinguishment of debt
relating to the restaurant operations. During the fiscal year ended
February 28, 1997, the Company recognized credits to income of
$186,621 from extinguishment of debt payable to former officers and
directors of the Company, consisting of $125,890 principal balance
due, plus accrued interest of $60,731.

Liquidity and Capital Resources

The following table presents a summary of the Registrant's cash
flows for the last two fiscal periods:

                                    10 months     12 months
                                      ended         ended
                                    October 31,   December 31,
                                       1997          1997

Net cash provided 
 (required) by operating
 activities                         $  37,851    $(331,044) 

Net cash provided (used) by
 investing activities                   6,397      228,544  

Net cash provided by
 financing activities                  44,902       93,828    
                                     --------     --------
Net increase (decrease)
 in cash                           $   13,448   $  (8,672)  
                                     ========     ========


The financial resources of the Registrant have been provided by 
cash flows from investing activities and loans from stockholders.

In fiscal period ended October 31, 1997, the Registrant's operating
activities generated a positive cash flow of $37,851 as compared
to a negative cash flow of $331,044 in fiscal period ended February
28, 1997.

Net cash provided by investing activities amounted to $6,397 in
fiscal period ended October 31, 1997, composed primarily of
proceeds from sale of stock of unconsolidated subsidiary. For
fiscal year ended February 28, 1997 net cash provided by investing
activities was $228,544, composed primarily of repayment of loans
affiliated companies and other.

Net cash provided by financing activities in fiscal period ended
October 31, 1997 amounted to $44,902 compared to $93,828 in fiscal
year ended February 28, 1997, and resulted primarily from
stockholder loans. 
 
The Company anticipates that it will, from time to time, borrow
funds from its shareholders and other unrelated parties until it
is able to secure alternate sources of financing as to which there
are no assurances. The Company believes that all loans from
stockholders were on terms comparable to those which would have
been obtainable from a third party source, if such financing was
available to the Registrant at the relevant times.

The Company will be required to secure additional capital for its
operations and for working capital purposes. These funds will have
to be raised either through borrowing, from the sale of securities
and or from stockholders  loans. No assurance can be given that the
Registrant will be able to secure bank financing or such other
financing on satisfactory terms or successfully effect the sale of
securities in sufficient amounts to meet its capital requirements. 

As of October 31, 1997, the Company had negative working capital
of $1,375,471. 

The Registrant's current objective is to grow through the
acquisition of other profitable businesses. The Company also plans
to continue raising funds from private placements of its common
stock.


Ability to Continue as a Going Concern

The accompanying consolidated financial statements have been
prepared in accordance with generally accepted accounting
principles, which assume the continuity of the Company as a going
concern. However, as reflected in the consolidated financial
statements, the Company incurred a loss of $1,976,584 during the
fiscal year ended February 28, 1997 and at October 31, 1997 has a
working capital deficiency of $1,375,471. These conditions, absent
successful effectuation of management s plans, raises substantial
doubt as to the ability of the Registrant to continue as a going
concern.

Management s plans with regard to these matters encompass the
following actions:

1. Acquisition of new business

   The Company plans to make strategic acquisitions of other 
   profitable businesses as the opportunities develop.

   On August 31, 1996, the Company acquired 42.5% interest in
   Forest Hill Corp., (FHCC) a company that operates a chain of  
   retail optical stores throughout Canada. At February 28, 1997, 
   the Company owned approximately 40% of the common stock of    
   FHCC. During the fiscal period ended October 31, 1997, the   
   Company sold some of its shares in FHCC reducing its interest
   to 36% .

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. The Company expects that
   its licensing agreement should result in the net cash flows from
   operating activities over the term of the agreement.

3. 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 off additional debt or equity financing.

ITEM 7.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

   Reference is made to the Financial Statements set forth in    

   F-1 through F-24 hereof which are hereby incorporated herein.

ITEM 8.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON        
         ACCOUNTING AND FINANCIAL DISCLOSURE

   The Company s Current Reports on Form 8-K dated May 6, 1997 and 
   May 9, 1997 reporting a change of accountants are incorporated 
   by reference.


                         PART III


ITEM 9. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.

The following persons are the executive officers and directors as
of October 31, 1997.

<TABLE>
<CAPTION>
         
  Name                    Age           Position
  ----                    ---           --------
                          
Alison Rosenberg Cohen    32            Interim President,
                                        Vice President-Marketing
                                        and Director

Eugene Bialys             62            Director

Ida Ovies                 40            Chief Financial Officer

Jeffrey Kurtz             50            Director
                                                      


All directors hold office until the next annual meeting of
shareholders and the election and qualification of their successor.

Officers are elected annually by the Board of Directors and serve
at the discretion of the Board of Directors.

Anthony M. Pallante was elected President, Chief Executive Officer
and Director of the Company in May 1995.  Mr. Pallante resigned his
positions with the company on December 3, 1996 as reported on Form
8-K on December 10, 1996 and incorporated herein by reference.

Alison Rosenberg Cohen was named President of the Company in
September 1991 and had served in such capacity until May 1995 when
she stepped down to become Vice President of Marketing. On December
3, 1996, upon s Mr. Pallante s resignation as president of the
Company. Ms. Cohen was elected as interim president.  She was
elected a Director of the Company in June 1990.  From 1988-1991 Ms.
Cohen held various positions with the Company and with its
predecessor, Seashells, Inc.  Ms. Cohen graduated from the
University of Miami in 1988 with a B.S. in advertising and
marketing.  She is the daughter of Leonard Rosenberg, a former
officer and director of, and now a consultant, to the Company.

Eugene Bialys was elected a Director of the Company in June 1994.
For more than 35 years Mr. Bialys has been involved in the men's
clothing industry.  From 1958 - 1992, Mr. Bialys was the owner and
operator of the Male Shop Limited in Toronto, Ontario.  Since 1992,
Mr. Bialys has acted as a consultant to businesses involved in the
men's clothing industry.

Ida Ovies has been the Chief Financial Officer of the Company since
1994.  Ms. Ovies received a BA in Accounting in 1979, from the
University of Puerto Rico in San Juan, Puerto Rico.  Ms. Ovies also
received a Master of Science and Taxation in 1983 from the Florida
International University in Miami, Florida. Ms. Ovies is a licensed
CPA and is a member of the American Institute of Certified Public
Accountants and the Florida Institute of Certified Public
Accountants.  Ms. Ovies has over fifteen years of practice in both
public and private accounting.

Jeffery Kurtz is the Chairman and President of Forest Hill Capital
Corporation of which the Company owns approximately 4,290,000
shares of common stock.  Previously, Mr. Kurtz was the C.E.O. Of
the Bayview Group, Inc., a position he held for approximately 10
years.  Mr. Kurtz started his career with the accounting firm of
Lavanthal and Horvath.

Dino Genise was elected a Director of the Company in June 1994 and
resigned as a director of the corporation on November 19, 1996 as
reported on Form 8-K incorporated herein by reference.


ITEM 10.         EXECUTIVE COMPENSATION.
During the fiscal year ended February 28, 1997, only Anthony
Pallante received compensation in the form of salary and/or bonus
in excess of $100,000.  The following table sets forth certain
information with respect to compensation for services paid by the
Company for the past three fiscal years to or on behalf of the
Company's executive officers who were executive officers at
February 28, 1997.  In addition, the table below sets forth the
anticipated compensation to be paid to the Company's executive
officers in Fiscal 1997.



                Summary Compensation Table
                --------------------------

Name and Principal   Fiscal
  Position           Year-                         Other Annual
                      End     Salary    Bonus      Compensation  

-----------------   ------    ------    -----      ------------  

                           
     <S>             <C>      <C>       <C>          <C>
Anthony Pallante,  10/31/97 $   -0- 
 President          2/28/97 $115,000              

Alison Rosenberg   10/31/97 $ 17,000
 Cohen, Vice        2/28/97 $ 39,850               
 President     
              
Ida Ovies, Chief   10/31/97 $ 10,300 
 Financial Officer  2/28/97 $ 20.000



</TABLE>
<TABLE>
<CAPTION>
                Summary Compensation Table
                --------------------------

Name and Principal   Fiscal        Awards           Payments
  Position           Year-  Restricted Options        LTIP
                      End     Stock    /SARS        Payments
-----------------   ------    ------    -----      ------------  

                           
     <S>             <C>      <C>       <C>          <C>
Anthony Pallante,  10/31/97 
 President          2/28/97  

Alison Rosenberg   10/31/97 
 Cohen, Vice        2/28/97   
 President     
              
Ida Ovies, Chief   10/31/97  
 Financial Officer  2/28/97 


--------------------

</TABLE>
<TABLE>

The only employment agreement between the Company and any of its
officers or directors is an Employment Agreement between the
Company and Mr. Pallante dated November 29, 1995, pursuant to which
Mr. Pallante was to be employed for period ending on December 31,
1998.  This agreement was terminated upon Mr. Pallante s
resignation in December 1996.


Stock Option Plan

On March 30, 1994, the Board of Directors of the Company adopted
its 1994 Employee Stock Option Plan (the "Plan") and directed that
a proposal approving the adoption of the Plan be submitted to a
vote of the shareholders of the Company at its next Annual Meeting.

The Plan was approved by the shareholders at the Annual Meeting
held on July 29, 1994.

Under the Plan, awards of options to purchase shares of Common
Stock may be granted to eligible employees, including officers and
directors who are employees, of the Company or its subsidiaries
(collectively,  employees ).  The Board of Directors adopted the
Plan in order to provide a special incentive to officers and other
key employees to remain in the employ of the Company and its
subsidiaries and to maximize their efforts to promote successful
conduct of the Company's business, by increasing their personal
interest in the continued success and progress of the Company.  The
Plan is also intended to aid the Company and its subsidiaries in
attracting persons of outstanding ability to become employees.

The Plan provides for awards to be made of options to purchase a
maximum of 1,000,000 shares of Common Stock.  Shares in respect of
which options are granted under the Plan may be either authorized
but unissued shares of Common Stock or issued shares that have been
reacquired by the Company and held in its treasury, or both. 
Shares of Common Stock that are subject to options that expire,
terminate or are annulled for any reason without having been
exercised, or are forfeited prior to become vested, will return to
the pool of such shares available for grant under the Plan.

The Plan is administered by the Stock Option Committee of the Board
of Directors of the Company, or such other committee as the Board
may in the future appoint, which shall be comprised of at least two
persons (the  Committee ).  Each member of the Committee shall be
a member of the Board of Directors who, during the one year period
prior to service on the Committee, was not, and during such service
is not, granted or awarded equity securities (as defined in Rule
16a-1 under the Securities Exchange Act of 1934, as amended (the 
Exchange Act ) pursuant to the Plan or any other plan of the
Company or any of its affiliates, is such grant or award or
participation is such plan would prevent such member from being a 
disinterested person  with respect to the Plan for purposes of
Rule 16b-3 under the Exchange Act ( Rule 16b-3 ).  The members of
the committee are Eugene Bialys and Jeffrey Kurtz.

The Committee has broad discretion in administering the Plan, and
is authorized, subject only to the express provisions of the Plan,
to determine the employees to whom grants of options may be made,
to determine the terms and conditions (which need not be identical)
of each such grant (including the timing of the grant, the pricing
and the amount of such grant and the terms related to the vesting,
exercisability, forfeiture and termination of such grant), and to
interpret the provisions of the Plan.  The determinations of the
Committee are final and binding upon all participants.
Options may be granted under the Plan to such employees of the
Company and its subsidiaries as the Committee may select.  In
making such selections, the Committee may take into account the
nature of the services rendered by the respective employees, their
present and potential contributions to the success of the Company
and its subsidiaries, and such other factors as the Committee in
its discretion deems relevant.  Grants of options may be made to
eligible employees whether or not they participate or are entitled
to participate in any other compensation plan of the Company or any
of its subsidiaries or affiliates and whether or not they hold or
have held any options under the Plan.  Other than the 1,000,000
share limit, there is not maximum number of options which may be
made to any one employee.  Directors of the Company are eligible
to participate in the Plan only if they are employees of the
Company or one or more of its subsidiaries.  No member of the
Committee, while acting as such, will be eligible to receive any
grants of options under the Plan.

Options granted pursuant to the Plan may be either incentive stock
options ( Incentive Options ) within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the  Code ), or
nonqualified stock options ( Nonqualified Options ) which do not
qualify under Section 422.  The Committee is authorized to
determine whether an option is an Incentive Option or a
Nonqualified Option.

The exercise price of all options granted under the Plan will be
fixed by the Committee, and may be more than, less than or equal
to the fair market value of the shares of Common Stock on the date
the option is granted, except that, for Incentive Options, the
exercise price must be at least equal to 100% of the fair market
value of the Common Stock on the date the Option is granted, and
for Incentive Options granted to a person who owns more that 10%
of the total combined voting power of all classes of stock of the
Company at the time the option is granted ( a 10% shareholder ),
the exercise price must equal at least 110% of the fair market
value of the Common Stock at the time the option is granted.

The term of each option will be fixed by the Committee at the time
of grant, but no Incentive Option granted under the Plan may be
exercisable for longer than ten years (five years in the case of
Incentive Options held by 10% stockholders) from the date it is
granted.  Options may be exercised in whole or in part at any time
or only after a period of time or in installments, as determined
by the Committee at the time of grant, and the exercisability of
options may be accelerated by the Committee. If an otherwise
qualifying Incentive Option becomes exercisable for the first time
in any one year for shares having a value in excess of $100,000 as
of the date of the grant, the portion of the Incentive Option in
respect of such excess shares will be treated as a Nonqualified
Option. The Committee will establish the procedures for the
exercise of an option.  The method of payment of the exercise price
of any option, and of the amount required to satisfy applicable
Federal, state and local withholding tax requirements, will be
determined by the Committee and may consist of cash, check,
promissory note, the surrender of already owned shares of Common
Stock, the withholding of shares of Common Stock issuable upon
exercise of such option, delivery of a properly executed exercise
notice and irrevocable instructions to a broker to deliver promptly
to the Company the amount of sale or loan proceeds required to pay
the exercise price, any combinations of the foregoing methods of
payment or such other consideration and method of payment as may
be permitted for the issuance of shares under the Florida Business
Corporation Act.  The permitted method or methods of payment of the
option exercise price and applicable withholding taxes, if other
than in cash, shall be set forth in the agreement relating to the
grant and may be subject to such conditions as may be necessary to
comply with the requirements of Rule 16b-3 for relief from the 
short-swing  trading prohibitions of Section 16(b) of the Exchange
Act. 

Shares of Common Stock surrendered in payment in whole or in part
of the option exercise price and applicable withholding taxes, and
shares of Common Stock issuable upon exercise of an option that are
withheld for such purposes, will be valued at their fair market
value on the date of exercise.  In general, fair market value is
determined by reference to the last sale price for shares of
Common stock as reported on the National Association of Securities
Dealers, Inc. Automated Quotation System ( NASDAQ ) on the relevant
date.  If the holder of an option elects to have shares withheld
in payment of all or part of the amounts payable upon exercise of
an option and such election is made during a ten day  window period
following the release of quarterly or annual statements of the
Company's sales and earnings in order to comply with the
requirements of Rule 16b-3, then for purposes of valuing the shares
withheld, the option (other than an  Incentive Option ) will be
deemed to have been exercised on the date during such window period
on which the highest last sale price of a share of Common Stock is
reported on NASDAQ, and the fair market value of such shares
shall be deemed to be such highest last reported sale price. The
Committee will have the right in its sole discretion to approve or
disapprove any election by the holder to have shares withheld to
pay the option exercise price or withholding taxes.

Options granted under the Plan will not be transferable other than
by the laws of descent and distribution or pursuant to a qualified
domestic relations order and, except as otherwise required pursuant
to a qualified domestic relations order, may be exercised during
the lifetime of the holder of the option only by such holder (or
his or her court appointed legal representative).

Under the terms of the Plan, if the employment of the holder of an
option terminates by reason of death or total disability, then,
unless the agreement relating to the grant provides otherwise, all
outstanding options will become immediately exercisable in full in
respect of the aggregate number of shares covered thereby. Under
the terms of the Plan, if the employment of the holder of an option
is terminated prior to the complete exercise of any option, then
such option will thereafter be exercisable.  If the holder's
employment terminates by reason of death or total disability, then
any option outstanding on the date of such termination will remain
exercisable for a period of at least one year after such
termination (but not later than the scheduled expiration of such
option), and if the holder's employment is terminated for cause (as
defined), then any option outstanding on the date of termination
will immediately terminate.

Unless otherwise provided by the Committee in the agreement
relating to a grant of options, or unless approved by the Board
and, if required by law, by the shareholders, each option will vest
and become exercisable in full upon the occurrence of any
transaction which would be required to be reported in any filing
by the Company with the Securities and Exchange Commission.

Such a transaction would include without limitation the following:
(a) the acquisition by any person or entity (other than the
Company, any subsidiary of the Company or any employee benefit plan
of the Company or any subsidiary) of securities representing 20%
or more of the combined voting power of the Company s outstanding
securities; (b) during any period of two consecutive years, the
individuals who at the beginning of such period constitute the
Board of Directors of the Company cease to constitute at least a
majority of the Board of Directors, unless the election of each
director was not a director at the beginning of such period was
approved in advance by the directors representing at least
two-thirds of the directors then in office who were directors at
the beginning of such period; (c) the Company s agreeing to merge
or consolidate with or into another corporation or other entity,
other than a merger or consolidation which would result in the
voting securities of the Company outstanding immediately prior
thereto continuing to represent not less than 80% of the combined
voting power of the voting securities of the Company or surviving
corporation or entity outstanding immediately after such merger or
consolidation; (d) the Company's agreeing to sell, lease, exchange
or otherwise dispose of all or substantially all of its assets; (e)
the adoption of any plan to liquidate or dissolve the Company.

Unless otherwise provided by the Committee in the agreement
relating to a grant of options, the Committee has the discretion
to determine that any or all outstanding stock option granted
pursuant to the Plan will not vest or become exercisable on an
accelerated basis in connection with any change in control of the
Company which has been approved by the Board of Directors, if
action that, in the opinion of the Committee, is equitable and
appropriate is taken by the Board of Directors or by the surviving
or acquiring corporation or etity, as the case may be, to assume
such grant or substitute a new grant or other consideration
therefor, and in order to make such assumed or new grant, as nearly
as may be practicable, equivalent to the old grant, taking into
account the kind and amount of securities, cash or other assets
into or for which the shares of Common Stock may be converted or
exchanged in connection with the approved change in control of the
Company.

In the event of a stock split, stock dividend or distribution,
reclassification, recapitalization or other corporate event that
affects the Common Stock (including mergers or consolidations other
than those which constitute an Approved Change in Control of the
Company), the Plan provides for the Committee to make such
adjustments as it deems equitable and appropriate to any or all of
(i) the number and kind of shares subject to outstanding options,
(ii) the exercise price of outstanding options  and (iii)
the number and kind of shares for which options may thereafter be
granted under the Plan.

The Committee may require in the agreement relating to a grant of
an option that, if the holder acquires any shares of Common Stock
through the  exercise of options, then prior to selling or
otherwise transferring any such shares to a third party, such
holder must offer to sell such shares to the Company, at
their fair market value, pursuant to a right of first refusal.

The obligation of the Company with respect to grants of options
under the Plan are subject to all applicable laws. No options may
be granted under the Plan on or after the tenth anniversary of its
effective date.  The Board of Directors or the Committee may
terminate or amend the Plan at any time; provided, however, that
any such amendment shall comply with all applicable laws, all
applicable stock exchange of NASDAQ listing requirements, and any
requirements for exemption (to the extent necessary) under Rule
16b-3.  Without further shareholder approval, no amendment to the
Plan shall increase the number of shares of Common stock subject
to the Plan (except as authorized by the adjustment provisions
described above), change the class of persons eligible to receive
grants of options under the Plan or otherwise materially increase
the benefits accruing to participants under the Plan.  Termination
or amendment of the Plan may not adversely affect the rights of any
holder of options without his or her consent.  Subject to the
specific terms of the Plan, the Committee may accelerate the
vesting of any option or waive any condition or restriction
pertaining to an option at any time.




GRANT OF OPTIONS

As of October 31,  1997, the following options have been granted
pursuant to the provisions of the Plan.  None of such options have
been exercised. 

      
                Incentive    Non-qualified   Date of   Exercise
 Name            Options       Options        Grant     Price
-----------     ---------    -------------  --------   --------
   <S>             <C>           <C>          <C>        <C>
Alison Rosenberg
 Cohen             -0-         200,000       2/23/95    $ .25
John Cami          -0-         100,000       2/23/95    $ .25
Richard Cami       -0-         100,000       2/23/95    $ .25
Frances Bonilla    -0-          50,000       2/23/95    $ .25
Ida Ovies          -0-          50,000       2/23/95    $ .25
Brenda Sepulveda   -0-          50,000       2/23/95    $ .25
Holly Leinwand     -0-          50,000       2/23/95    $ .25

</TABLE>
<TABLE>
 

ITEM 11. SECURITY OWNERSHIP OF BENEFICIAL OWNERS AND MANAGEMENT.

The following table sets forth the number of shares of the Company 
 s Common Stock beneficially owned as of May 31, 1997 by (i) the
owners of more than five percent (5%) of the Company s Common
Stock, (ii) the number of shares of Common Stock owned by each
director and officer, and (iii) the number of shares of Common
Stock owned by all officers and directors as a group:


 Name and Address of      Number of Shares of       Percentage of
  Beneficial Owner (1)      Common Stock            Common Stock 

                               
 ------------------       ------------------        -------------
        <S>                      <C>                    <C>

 Alison Rosenberg Cohen (2)     500,000                0.90%

 Eugene Bialys (3)              333,000                0.67%

 Francis Bonilla (4)             50,000                0.01%

 Ida Ovies (5)                   50,000                0.01%

 All Executive Officers and 
   Directors as                 933,000                1.80%   
    a Group
 (4 persons) (6)


</TABLE>
<TABLE>


(1) The address for all officers and directors of the Company is
c/o Value Holdings, Inc., 2307 Douglas Road, Ste 400, Miami,     
Florida 33145.

(2) Includes 110,000 shares of Common Stock beneficially owned by
Alison Rosenberg Cohen and 390,000 options to purchase shares of
Common Stock which are immediately exercisable.

(3) Includes 83,000 shares of Common Stock beneficially owned by
Eugene Bialys and 250,000 options to purchase shares of Common
Stock which are immediately exercisable.

(4) Represents 50,000 options to purchase shares of Common Stock
which are immediately exercisable.

(5) Represents 50,000 options to purchase shares of Common Stock
which are immediately exercisable.

(6) Includes 193,000 shares of Common Stock and 990,000 options to
purchase shares of Common Stock immediately exercisable.


ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

During fiscal 1995, Seashells, a shareholder of the Company,
returned to the Company 615,036 shares of Common Stock that it had
previously owned.  Seashells was indebted to the Company s
subsidiary (Cami Restaurant) in an amount equal to $376,954 and
such shares were returned in consideration of forgiveness of
such debt.  The stock was reported by the Company at its fair value
equal to $307,518 ($.50 per share) and such shares were retired.
There was a loss of $69,436 incurred on this transaction which was
charged to expense in Fiscal 1995.

During fiscal 1995, 867,000 shares of Common Stock were issued in
connection with conversions of certain loans owed by the Company. 
One of such loans was in the amount of $49,000 made by Konnazu
Investment Corp. ( Konnazu ), a shareholder of the Company.  In
connection with the conversion of such loan, the Company issued
Konnazu 346,800 shares of Common Stock.  An additional $73,500 loan
made by Tammuz Holding Inc. ( Tammuz ) to the Company was converted
into 520,200 shares of Common Stock.  Both of such loan conversions
were made on September 29, 1994.

On February 23, 1995, the Company issued 200,000 options under the
Plan as follows:  Alison Rosenberg Cohen (Vice President) 200,000;
Francis Bonilla (Secretary) 50,000; Ida Ovies (Chief Financial
Officer) 50,000.  All of such options are exercisable at $.25 per
share.  In addition, on February 23, 1995, the Company issued
250,000 options to purchase shares of Common  Stock to each
of Dino Genise and Eugene Bialys, Directors of the Company.  Such
options are exercisable at $.25 per share.

The Company entered into a Preferred Stock Purchase Agreement dated
as of December 30, 1993 with Holograph Investment Inc, (Holograph)
an unaffiliated party.  Pursuant to the Preferred Stock Purchase
Agreement, which was subject to certain amendments to the Company's
Articles of Incorporation to authorize the issuance of shares of
Preferred Stock, the Company agreed to issue and sell to Holograph,
and Holograph agreed to purchase from the Company, 750,000 shares
of newly created series of Preferred Stock, for a purchase price
of $750,000. 

On January 15, 1996, the Company entered into a Consulting
Agreement with Leonard Rosenberg, the father of Alison Rosenberg
Cohen, Vice President of the Company. Under the terms of the
Consulting Agreement, Mr. Rosenberg is to provide advice to the
Company with respect to management, marketing, strategic
planning, corporate organization and structure and financial
matters in connection with the operations of the businesses in
which the Company is engaged. In return, the Company issued to Mr.
Rosenberg 1,500,000 shares of the Company s Common Stock and
registered these shares for sale under the Securities Act of 1933.

A proposal to amend the Company s Articles of Incorporation was
approved by the shareholders at the 1994 Annual Meeting of
Shareholders.  As a result, the Board of Directors created a series
of Preferred Stock, consisting of 750,000 shares, known as  Series
A Preferred Stock  and issued all of such shares of Series A
Preferred Stock to Holograph.  The Series A Preferred Stock does
not have any voting rights, except as may be otherwise required by
law.  A dividend of $.025 per share will be paid on the Series A
Preferred Stock on a quarterly basis.  Each share of Series A
Preferred Stock has a preference on liquidation of the Company of
$.25 per share. 

Commencing one year after the date of issuance of the Series A
Preferred Stock, the Company may, at its option, call at any time
and from time to time for redemption of any or all of the
outstanding shares of Series A Preferred Stock at a redemption
price of $1.00 per share plus any accrued but unpaid dividends
thereon.  Commencing one year after the date of issuance of the
Series A Preferred Stock, each and every outstanding share of
Series A Preferred Stock may, at the option of the holder thereof,
be converted into two and two-thirds shares of Common Stock.

The entire $750,000 transferred by Holograph to the Company was
utilized to purchase a certificate of deposit from County National
Bank of Florida.  The certificate of deposit was pledged to such
bank to secure a line of credit made by the bank to the Company's
wholly-owned subsidiary, Cami Restaurant Corp. As a result of such
pledge, certain personal guaranties and certain collateral pledged
by certain shareholders of the Company to secure such loan were
released by the bank.


ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON
FORM 8-K.

(a)  1. Financial Statements.

        (i) Reports of Independent Certified Public Accountants;

       (ii) Consolidated Balance Sheets as of October 31, 1997 

      (iii) Consolidated Statements of Operations for the eight  
            months and year ended October 31, 1997, February 28, 
            1997;

       (iv) Consolidated Statement of Stockholders' Equity for the 
            eight months and year ended October 31, 1997, February 
            28, 1997;     
       
        (v) Consolidated Statements of Cash Flows for the eight
            months and year ended October 31, 1997, February 28, 
            1997;

       (vi) Notes to Consolidated Financial Statements.

      2. Financial Statement Schedules.

            None.

        (b) Reports on Form 8-K

           Current Reports on Form 8-K dated December 3, 1996 and 
           May 6, 1997, May 9, 1997, September 18, 1997, October 
           28, 1997

        (c) Exhibits Required by Item 601 of Regulation S-K.
 
           2 Agreement and Plan of Merger (Incorporated by       
             reference to the Company s Proxy Statement dated    
             January 18, 1993, filed with the Securities and     
             Exchange Commission ( the Commission ) on January 18, 
             1993

         2.1 Articles of Merger (Incorporated by reference to the
             Company s Form 8-K dated March 19, 1993, filed with
             the Commission on March 22, 1993).

           3 Articles of Incorporation, as amended (Incorporated
             by reference to the Company's Form 8-K dated March 19,
             1993, filed with the Commission on March 22, 1993).

         3.1 Bylaws of the Company, as amended (Incorporated by
             reference to the Company s Form 10-K for the fiscal
             year ended February 28, 1993) (the  1993 Form 10-K ).

           4 Form of Common Stock Certificate (Incorporated by   
             reference to Exhibit 4 to the Company s Registration 
             Statement on Form  S-1 (No. 33-61020) filed with the 
             Commission on April 14, 1993 ( Form S-1 ).

         4.1 Form of Common Stock Purchase Warrant (Incorporated
             by reference to the 1993 Form 10-K).

         4.2 Common Stock Purchase Warrant to Gary D. Lipson dated
             February 23, 1993 (Incorporated by reference to the 
             Company s Registration Statement on  Form S-8 as
             filed with the Commission on March 10, 1993).

         4.3 Warrant dated February 8, 1994 to Gary Lipson
             (Incorporated by reference to the Company s Statement 
             on Form S-8, Registration No. 33-77400).

         4.4 Warrant dated February 8, 1994 to Alison Rosenberg
             Cohen (Incorporated by reference to the Company s
             Statement on Form S-8, Registration No. 33-77400).

          10 Lease for the South Miami, Florida restaurant       
             (Incorporated by reference to the 1993 Form 10-K).

         10.1 Lease for the West Miami, Florida restaurant
              (Incorporated by reference to the 1993 Form 10-K).
  
         10.2 Lease for the Pembroke Pines, Florida restaurant
              (Incorporated by reference to the 1993 Form 10-K).
    
         10.3 Lease for the Commissary (Incorporated by reference
              to the 1993 Form 10-K).

         10.4 Promissory Note dated August 30, 1991, payable to
              A.H. and R. Consultants, Inc. in the amount of
              $294,000 (purchase of Seashells  assets)
              (Incorporated by reference to the Company s Form 8-K
              dated September 13, 1991).

         10.5 Agreement for Purchase and Sale of Assets with
              Seashells, Inc. Seashells I, Inc., Seashells II, Inc.
              Seashells IV, Inc. dated August 30, 1991 Incorporated
              by reference to the Company's Form 8-K dated       
              September 13, 1991).

         10.6 Stock Option Plan dated August 13, 1986 (Incorporated
              by reference to the Company s Registration Statement
              on Form S-1, as amended, as filed with the Commission
              on March 13, 1989).

         10.7 Consulting Agreement between the Company and Leonard 
              Rosenberg dated July 1, 1992 (Incorporated by
              reference to the Company s Form 8 as filed with the
              Commission on July 18, 1992 ( Form 8 ).

         10.8 Employment Agreement of Mr. Leonard Rosenberg
              (Incorporated by reference to the Company s Form 10-Q
              for the quarterly period ended November 30, 1992).

         10.9 Irrevocable Proxy for Seashells, Inc. In favor of the
              Directors of the Company dated August 30, 1991
              (Incorporated by reference to Exhibit 10.9 in Form
              S-1).

        10.10 Renewal Promissory Note in the Aggregate Amount of
              $900,000 with County National Bank (Incorporated by
              reference to Exhibit 10.10 in Form S-1).

        10.11 Agreement between Cami Restaurant Corp., the Company,
              Renee Rosenberg, Leonard Rosenberg and Anne Lebow
              regarding Pledge of Security in Connection with
              County National Bank Renewal of Loan (Incorporated
              by reference to the Exhibit 10.11 in Form S-1).


        10.12 Letter of Intent between the Company and Bi Allas
              Investment Corp. ( Bi Allas ) dated November 30, 1992
              (Incorporated by reference to the 1993 Form 10-K).

        10.13 Letter Agreement dated February 26, 1993, extending
              Letter of Intent between the Company and Bi Allas
              (Incorporated by reference to the 1993 Form 10-K).

        10.14 Conversion Agreement dated as of July 1, 1992,
              between the Company and Genesis Funding, Inc.
              ( Genesis ) (Incorporated by reference to Form 8).

        10.15 Promissory Note dated August 30, 1991, payable to
              Genesis in the amount of $181,337.50 (Incorporated
              by reference to the Form 8).

        10.16 Conversion Agreement dated as of July 1, 1992,
              between the Company and Elar Financial Services, Inc.
              ( Elar ) (Incorporated by reference to the Form 8).

        10.17 Promissory Note date August 30, 1991, payable to Elar
              in the amount of $57,794.38 (Incorporated by
              reference to the Form 8).

        10.18 Conversion Agreement dated as of July 1, 1992,
              between the Company and A.H. and R. Consultants, Inc.
              (Incorporated by reference to the Form 8).

        10.19 Security Agreements dated September 12, 1991, between
              Cami I, Inc., Cami II, Inc., Cami IV, Inc., Cami
              Restaurant Corp. and County National Bank of South
              Florida, and related documentation (Hypothecation
              Security Agreements, Collateral Assignments of Lease)
              (Incorporated by reference to the 1993 Form 10-K).

        10.20 Renewal Promissory Note dated September 16, 1992,
              payable to Renee Rosenberg in the amount of $7,000
              (Incorporated by reference to the 1993 Form 10-K).

        10.21 Renewal Promissory Note dated September 11, 1992,
              payable to Renee Rosenberg in the amount of $5,000 
              Incorporated by reference to the 1993 Form 10-K).

        10.22 Renewal Promissory Note dated September 16, 1992,
              payable to Globex Equity Corp. In the amount of
              $12,500 (Incorporated by reference to the 1993 Form
              10-K).

        10.23 Renewal Promissory Note dated July 29, 1992, payable
              to Anne Lebow in the amount of $150,000 (Incorporated
              by reference to the 1993 Form 10-K).

        10.24 Security Agreement between the Company and Anne Lebow
              (Incorporated by reference to the 1993 Form 10-K).

        10.25 Renewal Promissory Note dated September 11, 1992,
              payable to Renee Rosenberg in the amount of $2,000
              (Incorporated by reference to the 1993 Form 10-K).

        10.26 Renewal Promissory Note dated September 16, 1992,
              payable to Genesis in the amount of $3,500
              (Incorporated by reference to the 1993 Form 10-K).

        10.27 Renewal Promissory Note dated September 16, 1992,
              payable to Globex Equity Corp. in the amount of
              $12,500 (Incorporated by reference to the 1993 Form
              10-K).

        10.28 Renewal Promissory Note dated July 29, 1992, payable
              to Anne Lebow in the amount of $150,000 (Incorporated
              by reference to the 1993 Form 10-K).

        10.29 Promissory Note dated January 3, 1989, payable to
              Naftali Reiter, Enrique Wolf and Hugo Reiter in the
              amount of $34,005 (Incorporated by reference to the
              1993 Form 10-K).

        10.30 Promissory Note dated February 3, 1989, payable to
              Naftali Reiter, Enrique Wolf and Hugo Reiter in the
              amount of $91,885 (Incorporated by reference to the
              1993 Form 10-K).

        10.31 Renewal Warehouse Lease for the Commissary
              (Incorporated by reference to Form S-1).
        
        10.32 Renewal Promissory Note dated July 23, 1993, with
              County National Bank (Incorporated by reference to
              Form S-1).

        10.33 Guarantee dated July 23, 1993, by Linium Technology,
              Inc. for Cami Restaurant Corp. (Incorporated by
              reference to 1993 Form S-1).

        10.34 Restaurant Lease Agreement dated as of February 21,
              1994 by and between Bass Cocoa Beach, Inc. and Cami
              Restaurant Corp. (Incorporated by reference to the
              1994 Form 10-K).

        10.35 Preferred Stock Purchase Agreement dated as of
              December 30, 1993 by and between Linium Technology,
              Inc. and Holograph Investments, Inc. (Incorporated
              by reference to the 1994 Form 10-K).

        10.36 Share Purchase Agreement dated December 31, 1994
              among Cyril Levenstein, Marilyn Levenstein, Steven
              Levenstein, Karen Sokoloff, Richard Levenstein, the
              Levenstein Family Trust (collectively, the  Vendors) 
              and the Company and Readyfoods Acquisition Corp., an
              Ontario corporation ( RAC ) (Incorporated by
              reference to Form 8-K dated February 24, 1995).

        10.37 First Amendment to Share Purchase Agreement dated
              December 31, 1995 among the Vendors, Company and RAC
              (Incorporated by reference to Form 8-K dated February
              24, 1995).

        10.38 Interim Unanimous Shareholders Agreement dated
              February 24, 1995 among Company, the Vendors, RAC and
              certain other parties Incorporated by reference to
              Form 8-K dated February 24, 1995).

        10.39 Share Purchase Agreement dated February 24, 1995
              among the Vendors, the Company, RAC and certain other
              parties (Incorporated by reference to Form 8-K dated
              February 24, 1995).

        10.40 Escrow Agreement dated February 24, 1995 among the
              Company, RAC, the Vendors and Minden, Gross,
              Grafstein & Greenstein (Incorporated by reference to
              Form 8-K dated February 24, 1995).

        10.41 Exchange Agreement dated February 24, 1995 among the
              Company, Cyril Levenstein, Marilyn Levenstein and the
              Levenstein Family Trust (Incorporated by reference
              to Form 8-K dated April 6, 1995).

        10.42 Share Purchase Agreement dated March 13, 1995 among
              Arnold Unger, Renee Unger and the Unger Family Trust
              (collectively, the  Vendors ) and Excelle Acquisition
              Corp., an Ontario corporation ( EAC ) and the Company
              (Incorporated by reference to Form 8-K dated April
              6, 1995).

        10.43 Agreement Amending Share Purchase Agreement dated
              April 6, 1995 among the Vendors, EAC and the Company
              (Incorporated by reference to Form 8-K dated April
              6, 1995).

        10.44 Unanimous Shareholders Agreement dated April 6, 1995
              among the Company, the Vendors, EAC and certain other
              parties (Incorporated by reference to Form 8-K dated
              April 6, 1995).

        10.45 Exchange Agreement dated April 6, 1995 among the
              Company and the Vendors (Incorporated by reference
              to Form 8-K dated April 6, 1995).

        10.46 License Agreement dated June 1, 1995 by and between
              Cami Restaurant Corp. and Family Steak Houses of
              Miami, Inc. (Incorporated by reference to Annual
              Report on Form 10-K for the fiscal year ended 
              February 28, 1995).

        10.47 Share Purchase Agreement dated October 30, 1995
              between Value Holdings, Inc. and Cyril Levenstein,
              Inc.  Trust (incorporated by reference to Form 8-K
              dated November 8, 1995).

        10.48 Termination Agreement dated October 30, 1995 among
              Value Holdings, Inc.; Cyril Levenstein; Marilyn
              Levenstein; The Levenstein Family Trust; Stephen
              Levenstein; Richard Levenstein and Karen Sokoloff;
              Readyfoods Acquisition Corp; 41 Paquin Drive, Inc.;
              and ReadyFoods Limited (incorporated by reference to
              Form 8-K dated November 8, 1995).

        10.49 Share Purchase Agreement dated October 27, 1995
              between Anthony Pallante, Value Beverage Corp. and
              Value Holdings, Inc. (incorporated by reference to
              Form 8-K dated December 28, 1995).

        10.50 Exchange Agreement dated October 31, 1995 between
              Value Holdings, Inc. and Anthony Pallante
              (incorporated by reference to Form 8-K dated December
              28, 1995).

        10.51 Unanimous Shareholders Agreement dated November 30,
              1995 by and among Value Holdings, Inc., Anthony
              Pallante, Value Beverage Corp., The Trade Group, Inc.
              and Upper Canada Beverage Company (incorporated by
              reference to Form 8-K dated December 28, 1995).

        10.52 Consulting Agreement between Value Holdings, Inc. and
              Leonard Rosenberg dated January 15, 1996
              (incorporated by reference to Form S-8 Registration
              Statement No 333-00945).

           22 Subsidiaries of the Company (Incorporated by      
              reference as Exhibit 22 to Form S-1).

           27 Financial Data Schedule
      

















































                            SIGNATURES

  Pursuant to the requirements of Section 13 or 15(d) 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.

Dated:  Coral Gables, Florida
October 31, 1997
    
                                VALUE HOLDINGS, INC.


April 22, 1998                 By: /s/ Alison Rosenberg Cohen
                                       Alison Rosenberg Cohen,
                                       Vice President



April 22, 1998                 By: /s/ Ida Ovies                 
                                       Ida Ovies,
                                       Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of
1934, this Report has been signed by the persons above in the
capacities and on the dates indicated.




SIGNATURE                     DATE                     TITLE     

----------                    -----                    -----
<S>                            <C>                     <C>       

                        

/s/ Alison Rosenberg Cohen   April 22, 1998         Vice President 
    Alison Rosenberg Cohen                           and Director 
                                                                 

    
/s/ Eugene Bialys            April 22, 1998         Director     
    Eugene Bialys


/s/ Ida Ovies                April 22, 1998         Chief Financial
    Ida Ovies                                        Officer     

                   
                       
                                 








                        VALUE HOLDINGS, INC.

                        FINANCIAL STATEMENTS

               OCTOBER 31, 1997 AND FEBRUARY 28, 1997  






































                                                      
           



                        VALUE HOLDINGS, INC.

                         TABLE OF CONTENTS

                                                                 

                                                           PAGE

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS   F-1 and F-2


CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet                                              F-3

Statements of Operations                                   F-4

Statements of Stockholders' Equity                         F-5

Statements of Cash Flows                              F-6  to F-8
          
Notes to Consolidated Financial Statements            F-9 to F-26















     
















                  REPORT OF INDEPENDENT AUDITORS
                  ------------------------------

To the Shareholders and Board of Directors
Value Holdings, Inc. And Subsidiaries
Coral Gables, Florida 

We have audited the accompanying consolidated balance sheet of
Value Holdings,  Inc. ( the Company ) and its Subsidiaries as of
October 31, 1997, and the related consolidated statements of
operations, shareholders  equity and cash flows for the eight
months in the period ended October 31, 1997 and year in the
period ended February 28, 1997.  These consolidated financial
statements are the responsibility of the Company s management. Our
responsibility is to express an opinion on these consolidated
financial statements based on our audit.  We did not audit the
consolidated financial statements of Forest Hill Capital
Corporation, an equity-method investee of the Company, as of and
for the  year ended October 31, 1997.  As of October 31, 1997 and
1996, the Company owned 36% and 40% of the issued and outstanding
stock of this investee, respectively, which statements reflect
total assets of $6,296,450(US) and $7,400,959(US), and total sales
of $3,675,945(US) and $10,640,383(US) as of October 31, 1997 and
1996, respectively, and net income of $439,535(US) for the year
ended October 31, 1997 and $1,184,596(US), as restated, for the
year ended October 31, 1996. These statements were audited by other
auditors whose report has been furnished to us and our opinion,
insofar as it relates to the equity earnings of Forest Hill Capital
Corporation recorded by the Company for the eight months ended
October 31, 1997 and the year ended February 28, 1997 is base
solely on the report of the other auditors.  

We conducted our audit in accordance with generally accepted
auditing standards.  Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material
misstatement.  An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the 
consolidated financial statements.  An audit also includes
assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall consolidated
financial statement presentation.  We believe that our audit
provides a reasonable basis for our opinion.  

In our opinion, based on our audit and the report of other
auditors, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated
financial position of Value Holdings, Inc. and its Subsidiaries as
of October 31, 1997, and the consolidated results of its
operations and its cash flows for the eight months in the period
ended October 31, 1997 and the year in the period ended February
28, 1997, in conformity with generally accepted accounting
principles.               F-1
                       
As more fully discussed in Note 2 to the consolidated financial
statements, there are significant matters concerning the Company
which raise substantial doubt as to the ability of the Company to
continue as a going concern. Management s plans with regard to
these matters are also described in Note 2 to the consolidated
financial statements. The consolidated financial statements do not
include any adjustments that might result from the outcome of these
significant uncertainties. 



/s/ INFANTE, LAGO & COMPANY
- ----------------------------------------
INFANTE, LAGO & COMPANY
Certified Public Accountants
Miami, Florida
March 31, 1998



                                                         
































                              F-2
             VALUE HOLDINGS, INC. AND SUBSIDIARIES 
                 CONSOLIDATED BALANCE SHEET

                           ASSETS
                           ------                          
                                                       
                                                    October 31,  
                                                       1997      
                                                  ------------- 

CURRENT ASSETS
   Cash                                            $    20,462  
   Accounts receivable                                  26,091
   Prepaid expenses and other assets                    18,767
                                                     ---------
         TOTAL CURRENT ASSETS                           65,320 
                                                     ---------
INVESTMENTS IN AND ADVANCES TO AFFILIATES            2,543,365
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED              77,690
   DEPRECIATION                                           
COSTS IN EXCESS OF NET ASSETS OF BUSINESSES
   ACQUIRED, NET OF ACCUMULATED AMORTIZATION           609,167
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION     137,920
NOTE RECEIVABLE - AFFILIATE                            120,400
                                                    ----------   

     TOTAL ASSETS                                 $  3,553,862
                                                    ==========   

                         
                LIABILITIES AND STOCKHOLDERS  EQUITY
                ------------------------------------

CURRENT LIABILITIES
   Accounts payable                               $    178,143
   Accrued liabilities, Other                          603,410
   Payroll taxes payable                               255,970
   Notes payable, bank                                  27,750
   Notes payable and advances stockholders             375,518
                                                    ----------
     TOTAL CURRENT LIABILITIES                       1,440,791   
                                                    ----------

DEFERRED GAIN ON SALE                                   86,251
LONG-TERM LIABILITY, STOCKHOLDER                       287,875




The accompanying notes are an integral part of these financial   
statements. The financial statements and the notes should be read
in conjuction with the accountant s reports. 

                             F-3(1)
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED BALANCE SHEET (CONTINUED)

STOCKHOLDERS' EQUITY 
   Series A preferred stock, par value $.0001; 
    20,000 shares authorized; 750,000 issued and 
    outstanding at October 31, 1997 at 
    liquidation value                                  750,000
   Common stock, par value $.001; 180,000 shares 
    authorized;Issued and outstanding 56,806,068 
    at October 31, 1997                                  5,680
   Capital in excess of par                         13,859,016
   Accumulated deficit                             (12,875,751)
                                                    ----------
     TOTAL STOCKHOLDERS  EQUITY                      1,738,945
                                                    ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  3,553,862
                                                   ===========






























The accompanying notes are an integral part of these financial
statements.  The financial statements and the notes should be read
in conjunction with the accountants  reports. 


                              F-3(2) 
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
                                  
                                       Eight months      Year
                                          ended          ended
                                       October 31,    February 28, 
                                          1997            1997
                                       -----------    -----------
Revenues
 Equity earnings-unconsolidated 
  subsidiaries                       $   116,008    $  1,243,688
 Licensing fee                           216,321         293,428
 Interest and other income                 6,337          94,711
                                       ---------       ---------
                                         338,666       1,631,827
                                       ---------       ---------
Costs and Expenses            
 General and administrative              240,466       1,080,568
 Depreciation                             42,289         143,624
 Amortization, intangible assets         134,779         261,066
 Loss on disposition of assets on 
  relocation of a restaurant                -0-          466,613
                                       ---------       ---------
                                         417,534       1,951,871
                                       ---------       ---------
Loss Before Other Income (Charges)       (78,868)       (320,044)
Other Income (Charges)
 Write down of investment in 
  affiliate to market                       -0-         (733,317)
 Interest expense                        (43,353)        (60,225)
 Gain on sale of license to      
  affiliated company                        -0-           86,251
 Loss on disposition of interest 
  in investee                            (23,611)        (28,553)
                                       ---------       ---------
Loss From Continuing Operations          (66,964)     (1,055,888)
Loss From Discontinued Operations           -0-         (115,034)
Loss On Sale - Discontinued Operations      -0-         (917,283)
                                       ---------       ---------
Loss Before Extraordinary Item          (145,832)     (2,088,205)
Litigation settlement                    (35,000)        (75,000)
Write Off of Liabilities               1,199,647            -0-
Gain On Extinguishment Of Debt              -0-          186,621
                                       ---------       --------- 
Net Loss                            $  1,018,815    $ (1,976,584) 
                                       =========       ========= 



The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountants reports.   

                             F-4(1)
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
                                  
                                       Eight months      Year
                                          ended          ended
                                       October 31,    February 28, 
                                          1997            1997
                                       -----------    -----------

Weighted Average Number of Shares
 Outstanding                          55,904,844      50,151,273
Net Loss Continuing Operatations
  Per Share                                 0.00           (0.03)
Net Loss Discontinued Operations
  Per Share                                 0.00           (0.02)
Net Income (Loss) Per Share                 0.01           (0.04)

































The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountants reports.   

                             F-4(2) 
                           VALUE HOLDINGS, INC.
          CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                                                      Common Stock
                                 Preferred   Common    Conversion
                                   Stock     Stock       Rights  

                                 ---------  --------   -----------
Balance February 29, 1996       $ 750,000  $   4,420  $ 1,180,000
Year Ended February 28, 1997:
 Issuance of common stock in
  private placements                             700
 Issuance of common stock to 
  former president in connection 
  with stock conversion rights 
  and disposition of subsidiary                   320   (1,180,000)
 Note receivable from affiliate
  converted into stock          
 Dividend accrued
 Currency exchange translation
 Net Loss
                                --------    -------    ----------
Balance February 28, 1997      $ 750,000  $   5,440  $      -
                       
Eight Months Ended October 
 31, 1997

 Issuance of common stock                       240         -
 Dividends accrued
 Net income
                                --------    -------     ----------
Balance, October 31, 1997      $ 750,000  $   5,680  $      -
                                ========    =======     ========== 
       
















The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountant s report.                 

                             F-5(1)
                         VALUE HOLDINGS, INC.
       CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (CONTINUED)
                                 
                                  Note       Capital             
                                Receivable  In excess  
                                Affiliate     of par     Deficit 

                                ---------  ----------   ---------
Balance February 29, 1996      $ (840,000)$12,675,611 $(11,789,610)
Year Ended February 28, 1997:
 Issuance of common stock in
  private placements                          349,299
 Issuance of common stock to 
  former president in connection 
  with stock conversion rights 
  and disposition of subsidiary               786,346
 Note receivable from affiliate
  converted into stock          840,000
 Dividend accrued
 Currency exchange translation
 Net Loss                                               (1,976,584)
                                --------   ----------   ----------
Balance February 28, 1997      $    -     $13,811,256 $(13,766,194)
                    
Eight Months Ended October 
 31, 1997

 Issuance of common stock           -          47,760        -
 Dividends accrued                  -            -           -    
 Net income                         -            -       1,018,815
                                --------   ----------   ----------
Balance, October 31, 1997      $    -     $13,859,016 $(12,747,379)

                                ========   ==========   ========== 















The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountant s report.                 

                             F-5(2)
                      VALUE HOLDINGS, INC.
      CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (CONTINUED)
                                    Deferred   Dividends         

                                  Consulting  Preferred  Currency
                                  Agreement    Stock     Exchange 
                                  ---------  ----------  ---------
Balance February 29, 1996        $          $           $
Year Ended February 28, 1997:
 Issuance of common stock in
  private placements                          
 Issuance of common stock to 
  former president in connection 
  with stock conversion rights 
  and disposition of subsidiary               
 Note receivable from affiliate
  converted into stock          
 Dividend accrued                              (75,000)
 Currency exchange translation                             (3,372)

Net Loss                                            
                                  ---------  ---------  ---------
Balance February 28, 1997       $    -      $  (75,000) $ (3,372)

Eight Months Ended October 
 31, 1997

 Issuance of common stock            -          (50,000)      -
 Dividends accrued                   -             -          -
 Net income                          -             -          -   

                                 --------    ----------   --------
Balance, October 31, 1997      $     -      $ (125,000)  $ (3,372) 
                                 ========    ==========  ========= 















The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountant s report.                 


                            F-5(3)   
                      VALUE HOLDINGS, INC.
      CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (CONTINUED)
                                                                 
                                                           Total 

                                                        ----------
Balance February 29, 1996                             $ 1,980,421
Year Ended February 28, 1997:
 Issuance of common stock in
  private placements                                      349,999
 Issuance of common stock to 
  former president in connection 
  with stock conversion rights 
  and disposition of subsidiary                           (393,334)
Note receivable from affiliate
  converted into stock                                     840,000
 Dividend accrued                                          (75,000)
Currency exchange translation                               (3,372)
Net Loss                                                (1,976,584)

                                                         ---------
Balance February 28, 1997                              $   722,130
                                                        
Eights Months Ended October 
 31, 1997

 Issuance of common stock                                   48,000 
 Dividends accrued                                         (50,000)
 Net income                                              1,018,815
                                                         ---------
Balance, October 31, 1997                              $ 1,738,945
                                                         =========

















The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountant s report.                 

                            F-5(4)       
                VALUE HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                               
                                       Eight months       Year
                                          ended           ended   
                                        October 31,    February 28,
                                           1997           1997 
                                        -----------    ----------- 
Cash Flows from operating activities:        
 Net loss from continuing operations 
  before extraordinary credit         $  1,018,815   $ (1,976,584)
 Adjustments to reconcile net loss 
  from continuing operations to net 
  cash provided by (used in) 
  continuing operations:
   Extraordinary credit                 (1,199,647)      (186,621)
   Depreciation                             42,291        143,624
   Amortization, intangible assets 
    and goodwill                           134,779        309,534
   Loss on disposition of shares in
    unconsolidated subsidiary               23,611           -0-
   Recognized gain on sale of license 
    to affiliated company                     -0-         (86,251)
   Equity in earnings of unconsolidated 
    subsidiary                            (116,008)    (1,243,688)
   Write-down investment in 
    unconsolidated subsidiary                 -0-         733,317
   Loss on disposition of assets on 
    relocation of restaurant                  -0-         466,613
   Loss on disposition of investment 
    in investee                               -0-          28,553
   Stock issued for services                48,000        350,000
 Changes in working capital of continuing 
 operations:
 (Increase) decrease in 
   Accounts receivable                      (4,431)       (40,122)
   Prepaid expenses and other                4,666        (82,983)
 (Increase)decrease in
   Accounts payable                         44,752          4,399
   Accrued liabilities                     (34,679)       355,402 
   Other                                      -0-         (21,292)
                                         ---------      --------- 
   Net cash provided by (used in) 
     continuing operations                  37,851     (1,246,099)
                                         ---------      --------- 



The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountant s report.                 

                               F-6
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                      

                                       Eight months       Year
                                          ended           ended   
                                        October 31,    February 28,
                                           1997           1997 
                                        -----------    ----------- 

    Net cash provided by (used in) 
     discontinued operations                   -0-        915,055
                                          ---------      --------
    Net cash provided by (used in) 
     operating activities                    37,851      (331,044)
                                          ---------      --------
Cash flows from investing activities:                  
   (Additions to) disposition of 
     property and equipment                               1,500 
   Proceeds from sale of stock of
    unconsolidated subsidiary                26,797        -0-
   Advances related company                 (20,400)       -0-
   Repayment of loans - affiliates             -0-      100,000
   Advances(repayments)-others                 -0-      127,044
                                          ---------   ---------
   Net cash provided by (used in) 
    investing activities                      6,397     228,544 
                                          ---------    --------  

Cash flows from financing activities:                  
   Proceeds from stockholder borrowings      73,402      97,200
   Payments on bank and long-term bank      (28,500)       -0- 
   Effect of exchange rate changes on cash     -0-       (3,372)
                                          ---------   ---------
   Net cash provided by (used in) 
   financing activities                      44,902      93,828
                                          ---------   ---------  

Net increase (decrease) in cash              13,448      (8,672)
Cash at beginning of the year                 7,014      15,686
                                          ---------   ---------  
Cash at end of the year                 $    20,462  $   7,014
                                          =========   ========  





                       
The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountant s  report.

                             F-7                            
                VALUE HOLDINGS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                        
                                       Eight months       Year
                                          ended           ended   
                                        October 31,    February 28,
                                           1997           1997 
                                        -----------    ----------- 
                                

Supplemental disclosures of cash flow
information:
  Cash paid during the year for:
   Continuing operations               $    25,311     $   40,064
                                        

  Non-cash investing and financing
   activities:

   Stock issued for consulting 
    services -
    Officer/ stockholder / director    $    48,000     $  350,000


























                       
The accompanying notes are an integral part of these financial
statements. The financial statements and the notes should be read
in conjunction with the accountant s  report.

                             F-8
               Value Holdings, Inc. and its Subsidiaries

              NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Value Holdings, Inc. and its Subsidiaries (the Company) is in the
business of acquiring businesses with the goal of building
well-run, independent subsidiaries who have solid market niches. 
In addition to U.S. operations, the Company has invested in a
Canadian company which operates retail optical stores.

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 operator (See
Note 6).

As of October 31, 1997, the Company had a 36% interest in Forest
Hill Capital Corporation.  Forest Hill operates a chain of retail
optical stores throughout Canada. The Company accounts for its
investment in Forest Hill Capital Corporation under the equity
method of accounting for long term investments (See Note 4).
 
During November 1996, the Company disposed of its interest in a
subsidiary that was involved in the distribution of beverage
products (primarily beer and other alcoholic and non-alcoholic
beverages) throughout the United States and Canada (See Note 3).

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.  During 1997, the Company changed its reporting year
end to October 31.  The accompanying statements of operations
reflect the operations of the Company for the eight months ended
October 31, 1997 and the year ended February 28, 1997.

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 estimates.


           Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Estimates that are particularly susceptible to change in the near
term include the  evaluation of the recoverability of goodwill and
other intangible assets.

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 in the period the
costs are incurred.


COST IN EXCESS OF NET ASSETS OF BUSINESS 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 and The Seafood Place restaurants.  Such
goodwill is being amortized on the straight-line method over a
period of 6 years.

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 the goodwill and other long-lived assets.

INTANGIBLE ASSETS

Intangible assets are stated at cost and are being amortized on a
straight-line basis over their estimated useful lives ranging from
5 to 10 years.

NET 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 


          Value Holdings, Inc. and its Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
     


was 50,151,273  shares as of February 28, 1997 and 55,904,844
shares as of October 31, 1997.  All calculations of shares give
effect to the reverse stock split effected in August 1992.

RECLASSIFICATION

Certain prior period amounts within the accompanying consolidated
financial statements have been reclassified to conform with the
current year presentation.


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  and the
eight months ended October 31, 1997 the Company experienced, and
continues to experience, certain going concern and liquidity
problems.  The Company has incurred net losses of $1,976,584 for
the year ended February 28, 1997 and net income of  $1,018,815 for
the eight months ended October 31, 1997.  The net income for the
eight months ended October 31, 1997 is primarily due to the
reversal of accrued liabilities that the Company believes are not
due by the Company or have been settled, and not as a result of
operations.  The Company's consolidated financial position reflects
a working capital deficiency of  $1,375,471 at October 31, 1997. 
Because of the Company's deteriorating financial condition, the
Company was notified in August 1996 by NASDAQ Stock Market of its
decision to delete the Company's securities from the exchange.  The
Company has decided not to appeal the decision at the time and to
re-apply at a later date.

The Company has a significant investment in an affiliate (See Note
4) which has generated approximately 77    percent of its revenues
for the year ended October 31, 1997 from the sale of optical stores
 . The majority of the stores have been sold as of October 31, 1997.
Future revenue is dependent upon the affiliate developing more
stores for future sale. The affiliates' financial ability to
develop stores for future sales cannot be determined at this time.

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 Notes 6 and 7).


            Value Holdings, Inc. and its Subsidiaries

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


These conditions raise substantial doubt as to the ability of the
Company to continue as a going concern.

Management s plans with regard to these matters encompass the
following actions:

 1.  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.  The Company expects that
this licensing agreement should result in net cash flows from
operating activities over the term of the agreement.  This
agreement was renewed on March 1, 1997 and expires March 1, 2002. 
                  .
 
2.   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.  From the proceeds of these
anticipated public offering the Company plans to pay outstanding
liabilities and continue to explore acquiring potentially   
profitable businesses.


3.   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.

4.   The Company also obtained a loan subsequent to year end for
purposes of paying the trust fund portion of the liability to the
Internal Revenue Service and an amount owed to the former President
(See Note 23).

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.

PAYROLL TAXES PAYABLE  

As more fully discussed in Note 11, the Company has recorded an
aggregate liability of $ 255,670  as of October 31, 1997  for
unpaid payroll taxes.  This payable represent the unpaid trust fund
portion of Federal withholding and social security taxes for
           Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


certain quarters of 1993 and 1994 that have been withheld and
accrued by the Company. The Company has settled the liability with
Internal Revenue Service by making a payment of $255,670 during
December 1997 which represented the trust fund portion of the
employment tax liabilities (See Notes 11 and 23).

NOTE 3.   BUSINESS ACQUISITIONS AND DISPOSITIONS

The Trade Group

In accordance with the terms of a Share Purchase Agreement dated
October 27, 1995, the Company, through a newly established
subsidiary, Value Beverage Corp. ( Beverage ), acquired all of the
outstanding capital stock of The Trade Group, Inc.  ( Trade ) and
its wholly-owned subsidiary whose present name is Consolidated
Beverage Corp.  ( Consolidated ), which had been owned by Anthony
Pallante, the former president of the Company.  Trade and
Consolidated are in the business of selling and distributing beer
and other alcoholic and non-alcoholic beverages in the United
States and Canada.

The Company disposed of its interest in The Trade Group, Inc.
during  December 6, 1996.  Losses from disposing and discontinuing
this operation for the year ended February 28, 1997 amounted to
$1,032,317 and has been reflected in the accompanying consolidated
statement of operations.


NOTE 4.   INVESTMENTS IN AFFILIATED COMPANIES
                                                       
  Investments in Affiliated Companies:            As of           
                                               October 31,
                                                  1997            
                                              ------------
  a) Forest Hill Capital Corporation           $ 2,436,619 
  b) Virilite Neutracutical Corporation             68,746  
  c) 660407 Alberta, Ltd.                           38,000       
                                                ----------       
                                               $ 2,543,365
                                                ==========

In its effort to make strategic investments in other profitable
businesses,  the Company acquired 14% of the shares of Forest Hill
Capital Corporation (FHCC), a Canadian public company for an
investment of $185,185 (U.S.) (Canadian $250,000) during December
1995.   

In addition, during the fiscal year ended February 1996,  the
Company loaned   $1,610,426 (U.S.) to FHCC which was made up of 
          Value Holdings, Inc. and its Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


$770,426 in cash to satisfy the working capital needs of FHCC and 
common stock of the Company, valued at $840,000 and given to
creditors of FHCC s  subsidiary to satisfy unpaid balances.

During August 1996, FHCC repaid the loan of $1,610,426 and accrued
interest of $83,771 by issuing common stock of FHCC to the Company.

At February 28, 1997, the Company owned approximately  40%  of the
outstanding common stock of FHCC and accordingly, accounted for its
investment by the equity-method of accounting.  At February 28,
1997, the Company adjusted its investment in Forest Hill Capital
Corporation to market based on recent trading prices of the stock
in the Canadian Exchange.  This write down has been reflected in
the accompanying consolidated statement of operations for the year
ended February 28, 1997.  During April 1997, the Company sold
60,000 shares of FHCC for $26,797.  Loss from disposition of these
shares amounted to $23,611 which has been reflected in the
accompanying consolidated statement of operations.   As of October
31, 1997  the Company owns approximately  36% of FHCC.

Summarized audited financial information for FHCC as of and for the
year ended October 31, 1996 is as follows:

As of October 31,                              1996              
                                              ------
Current assets                        $      1,346,097 
Non current assets                           6,054,862
                                            ----------      
Total assets                                 7,400,959
                                            ========== 
          
Current liabilities (as restated)            3,730,000      
Noncurrent liabilities (as restated)         1,043,871
                                            ----------           
Total liabilities                            4,773,871
                                            ----------           
Shareholders  equity                  $      2,627,088           
                                            ==========
                                         
Year ended October 31,                         1996           
                                              ------        
Net operating revenues                $     10,640,383 
Cost of goods sold                           3,350,788
                                            ----------           
Gross profit                                 7,289,595
                                            ---------- 
Operating income from continuing 
operations (as restated)                     1,062,070 
                                            ----------
            Value Holdings, Inc. and its Subsidiaries

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



Operating income from discontinued 
operations                                     116,805
                                            ----------
Non-controlling interest                         5,721
                                            ----------
Net income (as restated)              $      1,184,596           
                                            ==========


Summarized financial information for FHCC as of and for the four
months ended February 28, 1997 is as follows:                 

As of February 28,                              1997
                                               ------
Current assets                        $      1,446 873 
Non current assets                           5,497,135      
                                            ----------
Total assets                                 6,944,008           
                                            ==========

Current liabilities                          2,842,030      
Noncurrent liabilities                       1,128,970
                                            ----------      
Total liabilities                            3,971,000           
                                            ---------- 
Shareholders  equity                  $      2,973,008
                                            ==========
                         
Four months ended February 28,                 1997     
                                              ------ 
Net operating revenues                $      1,170,768 
Cost of goods sold                             283,183 
                                            ----------
Gross profit                                   887,585       
                                            ----------   
Net loss                              $       (124,500)
                                            ==========

Summarized audited financial information for FHCC as of and for the
year ended October 31, 1997 is as follows:

As of October 31,                              1997               
                                              -----
Current assets                       $       1,059,788
Non current assets                           5,236,662 
                                            ----------
Total assets                          $      6,296,450 
                                            ==========
             Value Holdings, Inc. and its Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS          
           

As of October 31,                               1997              
                                               -----
Current liabilities                          2,047,022           
Noncurrent liabilities                         960,592           
                                            ----------
Total liabilities                            3,007,614           
                                            ----------           
Shareholders  equity                  $      3,288,836           
                                            ==========

Year ended October 31,                         1997           
                                              -----
Net operating revenues                $      3,675,945 
Cost of goods sold                             886,760           
                                            ----------
Gross profit                                 2,789,185 
                                            ----------
Income from continuing operations              528,980 
                                            ----------
Net Income                            $        439,535
                                            ==========
   
Twenty-seven percent of the revenues for the four months ended
February 28, 1997 were from the sale of stores  and fifty-two
percent and seventy-seven percent of the revenues for the year
ended October 31, 1996 and October 31, 1997, respectively, were
from the sales of stores. As of October 31,1997, the majority of
the stores have been sold. Future revenue is dependent upon Forest
Hill Capital Corporation developing stores for future sale. Forest
Hill Capital Corporation s ability to develop stores for future
sales cannot be determined at this time. 

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.  During May
1996, $100,000 of the promissory note was paid.  The Company has
accounted for its investment in Virilite at cost.  The gain on the
sale of the Libido license is being recognized on the installment
method of accounting.

The Company seized assets worth $50,000  from one of its debtors on
a default of payment on a loan receivable and sold them to 660407
Alberta Ltd. in exchange for cash of $12,000 and investments of
$12,000 in shares of 660407 Alberta Ltd. The Company accounts for
this investment at cost.  



           Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 



NOTE 5.   PROPERTY AND EQUIPMENT                                 
                                             October 31,         
                                                1997             
                                            ------------         
                                    
Furniture, fixtures and equipment            $  435,311 
Leasehold improvements                           29,101 
                                              ---------           
                                                464,412          
Accumulated depreciation                       (386,722)
                                              ---------
                                             $   77,690          
                                              =========          

The Company was involved in relocation of operations of its South
Miami store in Dade County.  This store was operated by Family
Steakhouse for licensing fees in the amount of 5% of restaurant
sales.  On relocation  of operations of that store, the Company
abandoned certain fixed assets which resulted in the reduction of
the carrying value of these assets.  The assets written off were as
follows:

                                 Cost    Accumulated     Net      
                                         Depreciation   Assets
                               --------  ------------  ---------- 
 
Leasehold Improvements        $ 302,001  $ (199,156)   $ 102,845
Furniture, Fixtures & 
  Equipment                     666,654    (466,773)     199,881
                               --------    --------     --------  
                              $ 968,655  $ (664,929)   $ 302,726
                               ========    ========    ========  

The Company also wrote-off certain intangible assets amounting to
approximately $162,887, net of accumulated amortization, relating
to this transaction.  This transaction has been reflected in the
accompanying statement of operations for the year ended February
28, 1997.                                              

NOTE 6.   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.

            Value Holdings, Inc. and its Subsidiaries

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


These agreements have been renewed on March 1, 1997.  The Company
is to receive a monthly license fee ranging from 3% to 6% based
upon monthly revenues of the restaurants ranging from $100,000 to
over $200,000.  The licensing agreement is for an initial term of
five years, with an option on the part of the licensee to renew the
agreement for an additional five years.  As a result of this change
in method of utilizing its restaurant facilities, the Company has
re-evaluated the recoverability of goodwill.  Such goodwill has
been evaluated based upon management s estimate of the amount of
licensing fees reasonably expected to be received over the initial
term of the licensing agreement.  This agreement was renewed on
March 1, 1997 and expires March 1, 2002. 

The Company has reduced the amortization period  in conjunction
with the licensing agreement to six years.  Amortization expense
for the year ended February 28, 1997 and the eight months ended
October 31, 1997 concerning goodwill arising from the purchase of
its restaurant locations was $127,500 and $113,333,  respectively.


NOTE 7.   INTANGIBLE ASSETS

Intangible assets are stated at cost and are being amortized on a
straight-line basis over their estimated useful lives ranging from
5 to 10 years.                                         
                                                  October 31,
                                                     1997        
                                                  ----------     
                         
Leasehold interests                             $   117,583 
Customer lists                                      105,000      
Liquor licenses                                     120,000      
                                                 ----------
                                                    342,583      
Accumulated amortization                           (204,663)
                                                 ---------- 
                                                $   137,920 
                                                 ==========   


NOTE 8.   NOTE PAYABLE, BANK

The Company has a note payable to Toronto Dominion Bank which has
an outstanding balance of $27,750  as of October 31, 1997. The note
bears an interest rate of 11% and is due on August 15, 1998. 




             Value Holdings, Inc. and its Subsidiaries

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 9.   NOTES PAYABLE AND ADVANCES TO STOCKHOLDERS 
                                                October 31,      
                                                   1997     
                                               ------------

Advances to stockholders                      $     19,985
Notes payable to various stockholders;
interest at 12% in 1997                            335,416       
Others                                              20,117
                                                ----------
                                              $    375,518
                                                ==========
NOTE 10.   LONG-TERM DEBT
                                                October 31, 
                                                   1997          
                                               -----------
  
Note payable, stockholder                     $   287,875
                                               ==========

This obligation was incurred in connection with the acquisition of
the Cami's Seashells restaurants in August 1991.  The terms of the
note provide for interest at the rate of 9% per annum, with no
interest to be paid for the first year of the note; during the
second year and for the next nine years, monthly payments of
principal and interest are based upon a thirty-year amortization
schedule, with the unpaid principal balance due August 30, 2001. 
Notwithstanding these terms, if there is a secondary offering of
the Company s stock, the net proceeds of the offering, to the
extent sufficient to do so, are to be used to liquidate the notes
as an additional amortization thereof, which will not be subject to
reborrowing.

As collateral for the note, the Company has pledged an interest in
substantially all of its assets.  This obligation has been
subordinated to the note payable, bank (see Note 8 ).

Annual maturities of long-term debt at October 31, 1997 for each of
the succeeding five years are summarized as follows:

Year Ending October 31:

                      1998        $   17,441
                      1999             3,395
                      2000             3,712
                      2001           263,327
                                   ---------
                                  $  287,875
                                   ========= 
            Value Holdings, Inc. and its Subsidiaries

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


As of October 31, 1997, the note is in default.  No payment has
been made since the inception of the note, and management has no
plan in place concerning repayment terms. A waiver has been
obtained by the Company from this stockholder in connection with
the current payment terms of this note.

NOTE 11.   PAYROLL TAXES PAYABLE
     
                                                   1997          
                                                  ------         
Payroll taxes payable                         $  255,970    
                                                ========
     
Payroll taxes payable represents the unpaid balance of Federal
withholding and social security taxes primarily for the fourth
quarter of 1993 and the second, third and fourth quarters of 1994
that have been withheld and accrued by the Company.

The Company has reversed payroll and sales tax liability, including
penalties and interest, in the amount of $824,191 which had been
recorded in prior years and recorded it as income in the
accompanying consolidated statement of operations as an
extraordinary item.  Management reversed this portion of the
accrued liability after settling with the Internal Revenue Service
for the trust fund portion of the employment tax liabilities owed
by the officers.  In the opinion of management and legal counsel
the chances of the Internal Revenue Service and the Department of
Revenue for the State of Florida collecting this unpaid portion
from the Company for liabilities of a former subsidiary is remote. 
As such this liability has not been reflected on the accompanying
balance sheet as of October 31, 1997, and a resulting credit to
income has been reflected in the accompanying consolidated
statement of operations for the eight months ended October 31,
1997.

NOTE 12.   ACCOUNTS PAYABLE                                       
                          
                                            October 31, 
                                               1997              
                                           -----------      
Accounts payable, trade                 $    178,143             
                                            ========              

The Company recorded income of $375,456 by writing off accounts
payable representing aged outstanding vendor bills. These bills
were dormant and no collection attempts have been made by the
creditors.  This write-off has been included in the accompanying
statement of operations for the eight months ended October 31, 1997
as an extraordinary item.      
           Value Holdings, Inc. and its Subsidiaries

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

 
NOTE 13.   ACCRUED LIABILITIES, OTHER
                                                  October 31,
                                                     1997     
                                                 -----------  
Accrued Dividends                            $      125,000
Accrued payroll-officer/director                     46,103
Accrued interest - stockholders                     133,797
Accrued consulting fees                             224,846
Other accrued liabilities                            73,664      
                                                  ---------
                                             $      603,410      
                                                  =========

NOTE 14.   COMMON STOCK, WARRANTS AND STOCK OPTIONS
     
     
STOCKS ISSUED TO FORMER PRESIDENT

On the sale of Upper Canadian Beverage, the former President, Mr.
Pallante, was issued 3,200,000 shares for $786,666 in lieu of
giving up certain stock conversion rights that were issued
originally as part of his employment agreement.                  
                                                                 
     
WARRANTS OUTSTANDING

In connection with consulting agreements entered into in February
1993 and February 1994, the Company issued warrants to purchase a
total of 250,000 shares of common stock at a price of $.75 per
share, exercisable until February 1998 and February 1999.  The
warrants that were exercisable February 1998 expired.   

In addition, in connection with a bonus plan for the Company's
former president, the Company issued a warrant to purchase 50,000
shares of common stock at an exercise price of $.75 per share,
exercisable until February 1999.

Additionally, in connection with a private placement tendered
during 1994, the Company issued warrants to purchase a total of
70,770 shares of common stock at a price of $1.50 per share,
exercisable until September 1998.


NOTE 14.   COMMON STOCK, WARRANTS AND STOCK OPTIONS (CONTINUED)

During the year ended February 28, 1995, the Company issued
warrants to purchase an aggregate of 910,000 shares of common stock
in  connection with various loans made to the Company, including
140,000 shares to the Company's former president.  These warrants 
          Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


are exercisable for a period of five years at an exercise price of
$.1875 per share.

On February 23, 1995, the Company issued warrants to several groups
to purchase an aggregate of 5,350,000 shares of common stock,
exercisable for five years at an exercise price of $.25 per share:

Service warrants                        $    3,750,000
Service warrants to stockholder                500,000
Directors' warrants                            500,000
Employee warrants                              350,000
Other warrants including 200,000 
    to president                               250,000
                                          ------------
                                        $    5,350,000
                                          ============
 
On December 1, 1995, the Company issued warrants to purchase up to
1,250,000 shares of its common stock at a price of $ 0.15 per share
for a period of three years in connection with the acquisition of
the Indian motorcycle license. 

STOCK OPTION PLAN

On March 30, 1994, the Board of Directors adopted the 1994 Employee
Stock Option Plan, subject to shareholder approval.  A maximum of
1,000,000 shares of common stock are reserved for award under this
plan.  The plan provides, among other things, that the exercise
price of an incentive stock option shall be at least 110% of the
fair market value at date of grant if granted to a 10% shareholder,
and 100% of the fair market value at date of grant to any other
person.

NOTE 15.   PREFERRED STOCK

On July 29, 1994, the stockholders approved an amendment to the
Articles of Incorporation which provides, among other things, that
the authorized capital stock is to consist of 20,000,000 shares of
preferred stock having a par value of $.0001 per share and
180,000,000 shares of common stock having a par value of $.0001 per
share.  The Board of Directors is authorized to provide for the
issuance of shares of preferred stock in series, and to establish,
from time to time, the number of shares to be issued in each such
series and to determine and fix the designations, powers,
preferences and rights of the shares of each such series.
     



          Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The Company entered into a Preferred Stock Purchase as of  December
30, 1993, which provides  for  the sale and issuance of 750,000
shares of Series A Preferred Stock for $750,000.  The Series A
Preferred Stock shall, among other things, be entitled to cash
dividends at the rate of $.10 per annum, which shall accrue and be
cumulative from the issue date and be payable quarterly, commencing
on September 30, 1994; shall be entitled to $1.00 per share plus
any accrued and unpaid dividends upon liquidation; may be called by
the Company, commencing one year from the issue date, at a
redemption price of $1.00 per share plus any accrued and unpaid
dividends; and commencing one year from issue date, each share may,
at the option of the holder, be converted into 2 2/3 shares of
common stock.

As of October 31, 1997, dividends were in arrears on the preferred
stock amounting to approximately $125,000. 

NOTE 16.   COMMITMENTS

EMPLOYMENT AGREEMENTS

On January 15, 1996, the Company entered into a Consulting
Agreement with Leonard Rosenberg, the father of Alison Rosenberg
Cohen,  President of the Company.  Under the terms of the
Consulting Agreement, Mr. Rosenberg is to provide advice to the
Company with respect to management, marketing, strategic, planning,
corporate organization and structure and financial matters in
connection with the operations of the businesses in which the
Company is engaged.  In return, the Company issued to Mr. Rosenberg
1,500,000 shares of the Company's common stock and registered these
shares for sale under the Securities Act of 1933.

In November 1995, the Company entered into an employment agreement
with the President, who is also a stockholder and director, through
December 31, 1998.  The terms of the agreement calls for an annual
compensation of $150,000, plus bonuses based on performance; a car
allowance of $700 a month and reimbursement of certain business
expenses.  This agreement was terminated on December 3, 1996, after
his resignation.  Accrued salaries and expenses through date of
termination total $46,103.

NOTE 17.   PENDING LITIGATION

The Company is subject to certain other pending litigation which
arose in the ordinary course of business.  In the opinion of
management, the outcome of these matters is not expected to have a
material effect on the Company's financial position or results of
operations.

           Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 18.   INCOME TAXES

The following temporary differences give rise to a deferred tax
asset or (liability) at October 31, 1997:

Excess of financial over tax 
 accounting for amortization 
 of goodwill                               $      102,000

Capital losses expensed for financial 
 accounting purposes but available 
 to offset future capital losses 
 for tax purposes                          $    1,144,442

Section 1231 losses expensed for 
 financial accounting purposes but 
 available to offset future gains 
 for tax purposes                          $      595,590

Equity in earnings of unconsolidated 
 subsidiaries, net of write-down of 
 investment to market                      $     (626,379)

Reversal of tax penalties in connection 
 with write-off of liabilities not 
 deductible for tax purposes               $     (626,658)


No deferred  tax asset or liability has been provided for as of
October 31, 1997 because there can be no assurance of future
earnings and there are net operating losses to offset future
taxable income.  The extraordinary items reflected on the
accompanying consolidated statement of operations for the eight
months ended October 31, 1997 and the year ended February 28, 1997
are not tax effected due to the benefits that are available to
offset any future tax liability.

No provision or (credit) for income taxes has been provided for 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 2010.
           Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 19.   RELATED PARTY TRANSACTIONS

As of October 31, 1997, the Company has accrued consulting fees in
the amount of $ 221,300 and $3,546 due to Gemini Integrated
Financial Services Corp. and Liberty Consulting respectively, which
are entities owned by related parties.  

NOTE 20.   INCOME FROM EXTINGUISHMENT OF DEBT

The Company has converted various debts and accrued salaries
payable to certain persons who were then directors\stockholders
into two notes.  In July 1994, these persons resigned as directors.

The first note in the principal amount of $91,885, bears interest
at 1/2% over prime rate, and was due on June 2, 1990.  The second
note in the principal amount of $34,005, bears interest at the rate
of 12% annum, and was due on May 2, 1990.  Accrued interest on
these notes as of May 31, 1996 was approximately $61,000.  These
notes were never renewed.  In 1991, the payees of these notes
declared bankruptcy under Chapter 7, and included these notes in
the filing.  The Company reversed these notes,  plus accrued
interest, in the quarter ended August 31, 1996 resulting in income
from extinguishment of debt of $181,621 as shown in the
accompanying statement of operations for the year ended February
28, 1997.

NOTE 21.   LOSS FROM DISCONTINUED OPERATIONS

On August 30, 1996, the Company sold its Upper Canadian Beverage
operations.  The disposal of the Upper Canadian Beverage operations
is being accounted for as discontinued operations and its operating
results are segregated and reported as discontinued operations in
the accompanying consolidated statement of operations for the year
ended February 28, 1997.

The operating results of  Upper Canadian Beverage  for the eight
months ended August 30, 1996 shown separately in the accompanying
statements of operations for the year ended February 28, 1997 are
as follows:

Net sales                                   $     176,750        
Cost of sales                                     153,789 
                                                 -------- 
Gross profit                                       22,961
                                                 --------   
Operating costs                                   (89,527)
Non operating costs                               (48,468)       
                                                 --------    
Net Loss                                    $    (115,034)
                                                 ========

           Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


The assets of Upper Canadian Beverage sold consisted of the
following:

Net intangible assets                      $    1,212,682 
Loan receivables                                   10,110 
Other assets                                       10,184 
Investments                                        18,346 
                                               ----------    
                                           $    1,251,322        
                                               ==========        
             
The assets were sold in exchange for a note receivable of $14,000
and relinquishing of stock conversion rights valued at
approximately $393,334 by Mr. Pallante, the former President of the
Company.  Additionally the Company assumed the liabilities
associated with note payable to Toronto Bank for $73,195.  The
balance outstanding of note payable to Toronto Dominion Bank as of
October 31, 1997 is $27,750.

The sale of the assets of Upper Canadian Beverage resulted in a
loss of $917,283 and has been reflected in the accompanying
statement of operations for the year ended February 28, 1997.

NOTE 22.   LITIGATION SETTLEMENT

The Company was involved in a lawsuit filed in June 1994 in the
Circuit Court for Dade County, Florida in which the plaintiff
alleged that the Company s wholly-owned subsidiary, Cami Restaurant
Corp. and certain indirect wholly-owned subsidiary corporations of
the Company breached a certain agreement for and failed to make
payments on a promissory note given in connection with the purchase
of certain assets by Cami Restaurant Corp. in 1991.  The plaintiff
sought damages in excess of $4,600,000, interest and attorney's
fees, as well as an order declaring the purchase of assets void. 
This case was settled in June 1997 for $75,000 and the transfer of
500,000 shares of restricted stock of the Company.

The Company was also involved in a claim for breach of lease
against Cami Restaurant Corporation and for breach of guarantee
against Value Holdings, Inc.  Cami Restaurant Corp. and the Company
had  filed counterclaims.  This case was settled for $25,000.

NOTE 23.   SUBSEQUENT EVENTS

During December 1997, the Company borrowed $475,000 (Canadian) from
CapBanx Corporation at the interest rate of 15% per annum. The loan
shall mature on June 1, 1998.  The loan is secured by all the
assets of the Company.  The Company also assigned all its rights,
           Value Holdings, Inc. and its Subsidiaries

          NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


title and interest in the licensing agreement between the Company
and Camfam, Inc. signed on March 1, 1997.  The loan was
additionally secured by a first charge against all the licensing
revenues derived from the operations of Cami's Seafood and Pasta
Restaurants.

The Company also provided the CapBanx Corporation with an
irrevocable and continuous option to purchase 1 million common
shares of Forest Hill Capital Corporation (FHCC) until December 31,
1998.  The price of the shares at which the option may be exercised
is the lesser of fifty cents (Canadian)  per share or 30% of the
average market share price for FHCC on the Canadian Dealers network
for the 5 trading days prior to the date upon which the Option is,
from time to time, exercised by the Bank.  The Company is
restricted from selling, transferring, assigning, conveying or
encumbering the shares in any manner, without prior written consent
of the Bank during the option period.

The Company is also required to provide Gemini Integrated Financial
Services Corporation, a related party  with 50,000 shares of FHCC
which represent Gemini's consulting fees for this transaction.  

The loan proceeds were primarily used by the Company to pay $
256,000 (U.S.) to the Internal Revenue Service towards the trust
fund portion of the payroll tax liability and $65,000 (Canadian) to
Anthony Pallante, the former president of the Company towards
settlement of accrued salaries and reimbursement of expenses .    

NOTE 24.   OTHER

In August, 1996 the Company was notified by NASDAQ Stock Market of
its decision to delete the Company s securities from the exchange
for failure to meet certain listing requirements and declining
revenues.  The Company has decided not to appeal the decision at
this time, and to re-apply at a later date.

On November 26, 1996, Mr. Dino Genise resigned as a director of the
Company to devote his time to other business opportunities.  The
Board of Directors appointed Mr. Jeffery Kurtz, President of Forest
Hill Capital Corp., to replace Mr. Genise.
 
On December 3, 1996, Anthony Pallante resigned as President of the
Company.  Alison Rosenberg Cohen, Vice President of the Company,
will act as interim president until a replacement for Mr. Pallante
is found.  





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