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 FEBRUARY 28, 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 ________ to __________ .
                                
                          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 $0.01.

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 February 28, 1997 the Company owned one full-service retail
restaurant which was being managed by Family Steakhouses of Miami,
Inc. ( Family ). The Company also received licensing fees based on
the gross sales of four other restaurants (the Restaurants )
operated under a license from the Company by Family 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. The Company has been in negotiations with Holiday Inn Cocoa
Beach (the landlord) to release it from the lease or to agree to
the assignment of the lease to a third party. In May, 1995, a claim
for breach of lease was filed by the landlord against the Company. 
(See Legal Proceedings).

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
Family 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 FSH of Miami 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 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 4,290,000 shares of Forest Hill s common stock which
trades on the Canadian Dealing Network, trading symbol (FHCC). As
of September 31, 1997 Forest Hill has 11,882,834 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 30 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 30
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 Virilit  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 Today, 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 early 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.13

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 comprises 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.  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.

The Company and Cami Restaurant Corp. have filed a counterclaim for
$500,000 for fraud in the inducement for entering into the lease. 
Management of the Company intends to pursue this case vigorously.

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 fourth quarter of fiscal 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
- ----------------------            
</TABLE>

On September 31, 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 May 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 February 28, 1997 amount to
approximately $75,000.  This is in addition to the 1996 arrearage
of approximately $75,000.


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

RESULTS OF OPERATIONS

Restaurant Operations

Restaurant sales for the year ended February 29, 1996 ( Fiscal
1996) of $1,232,547 represent sales for the period of March 1, 1995
to May 31, 1995. Effective June 1, 1995, the restaurant operations
were licensed to Family Steakhouse of Miami, 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 year ended February 28, 1997
were $293,428. Licensing fee revenues for the period from June 1,
1995 to February 29, 1996 were $161,542. 

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.

Equity in Income of Unconsolidated Subsidiaries

In December , 1995, the Company acquired a 14% interest in Forest
Hill Capital Corp. (FHCC), a company that operates a chain of
retail optical stores throughout Canada. During August of 1996, the
Company converted a note receivable form FHCC into additional
shares of common stock of that Company, increasing its equity to
40% (See note 4). Equity in earnings of Forest Hill for the fiscal
year ended February 28, 1997 totalled $1,243,688.

Interest and Other Income

The Company entered a joint venture agreement with Family
Steakhouse of Miami, Inc. (FSH) in fiscal 1995. Under this
agreement, a new company Camfam, Inc., 51% owned by the Company,
was set up to manage one of the Company s existing restaurants as
well as to convert Sizzler restaurants owned and operated by Family
into the Camis format. During fiscal 1996 Camfam operated a
restaurant in West Miami.  On June 1, 1996 the Company transferred
its interest on CAMFAM to FSH for the net carrying value of its
investment less a note payable to FSH of $43,500. After the
transfer FSH continues operating the restaurant under a licensing
agreement whereby they pay the Company a 3% licensing fee on gross
sales. The results of this operation for the period of the joint
venture was accounted for by the Company on an equity basis of
accounting, resulting in a (charge) credit to income of $0 and
$40,325, for fiscal 1997 and 1996 respectively.

Other income for fiscal 1997 and 1996 also include $94,711 and
$51,130, respectively, of interest income on notes receivable.

COSTS AND EXPENSES

Cost of Restaurant Operations

Cost of restaurant sales for the period March 1, 1995 to May 31,
1995 represented 42% of sales. Payroll and related costs,
occupancy, and other restaurant costs were 29%, 8% and 11% of sales
respectively. 

Selling, General and Administrative Expenses

Selling, general and administrative expenses for the year ended
February 28, 1997 were $1,080,568 compared to $1,471,579 for the
same period in 1996. The decrease was due to a reduction in
overhead resulting from the licensing of the restaurant operations.

Other Operating Expenses

Amortization of intangible assets for fiscal 1997 was $261,066
compared to $253,868 in 1996. This expense relates to the
acquisition of the restaurant operations. 

Amortization of the beverage distribution rights of $48,467 and
$23,523 for fiscals 1997 and 1996 are included in loss from
discontinued operations. In fiscals 1994 and 1995 the Registrant
entered into a number of consulting agreements for professional
services. These agreements were amortized over their term. The cost
of such agreements in fiscal 1996 was $141,279.

During fiscal 1997, the Company was involved in the relocation of
operations of its South Miami store (See note 5). On relocation the
Company disposed of certain fixed assets and abandoned some
leasehold improvemnets, resulting in a loss of $466,613.

Other 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 $98,633 in fiscal 1996 to $60,255
in fiscal 1997. The decrease was due to the reduction in notes
payable.       

The Company settled a lwasuit it was involved in (See note 2) in
June of 1997 for $75,000. An accrual has been made as of February
28, 1997 to reflect the settlement.

The Company s disposition of its investment in a joint venture with
Family Steakhouse of Miami (See Interest and Other Income above)
resulted in a loss of $28,553.

Other Income

On February 24, 1995, the Company acquired all of the outstanding
stock of Readyfoods Limited and certain affiliated companies.
Readyfoods and its affiliates imported and processed poultry
products for sale to retail chains, specialty stores and
institutions in the Canadian and U.S. market. On October 31, 1995
the Registrant sold its interest in Readyfoods, Inc. realizing a
net gain of $111,791 (See note 3).

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 1997
and 1996 was $86,251 and $43,125 respectively (See note 4).

Loss form discontinued operations

Loss from discontinued operations include a $(917,283) loss
realized on the disposition of the Company's investment in the
Trade Group, Inc. (See note 3), plus losses resulting from the
operation of this division for fiscals 1997 and 1996 of $(115,034)
and $(105,056) respectively.

Gain on Extinguishment of Debt

During fiscal 1997, the Company recognized a credit to income of
$186,621 from extinguishment of debt payable to former officers and
directors of the Company. This amount consisted of $125,890
principal balance due, plus accrued interest of $60,731 (See note
21).

Liquidity and Capital Resources

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

                                        1997        1996

Net cash provided 
 (required) by operating
 activities                         $(331,044)   $(511,674) 

Net cash provided (used) by
 investing activities                 228,544     (222,978)  

Net cash provided by
 financing activities                  93,828      750,338    
                                     --------     --------
Net increase (decrease)
 in cash                           $   (8,672)   $  15,686  
                                     ========     ========

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

In fiscal 1997, the Registrant's operating activities generated
a negative  cash flow of $331,044 as compared to a negative cash
flow of $511,674 in fiscal 1996.

Net cash provided by investing activities amounted to $228,544 in
fiscal 1997, composed primarily of repayment of loans from
affiliated companies and other. For fiscal 1996 net cash used by
investing activities was $222,978, composed primarily of advances
to related parties in the amount of $931,524, net of proceeds
received on disposition of Readyfoods of $347,360 and cashing of
certificate of deposit of $750,000.
Net cash provided by financing activities in fiscal 1997 amounted
to $93,828 primarily from stockholders  loans, compared to $750,338
in fiscal 1996. 

In fiscal 1997 the Company raised an aggregate of $324,244 in loans
from stockholders and repayment of monies loaned to affiliated
companies and other. In fiscal 1996 the Company raised an aggregate
of $1,721,623 from private placements.  Net repayment of amounts
borrowed from stockholders amounted to $223,815. The Company also
repaid bank notes payable in the amount of $735,000 with proceeds
from a matured certificate of deposit of $750,000.  
 
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 February 29, 1997, the Company had negative working capital
of $2,548,889. Included in this amount was $1,079,825 of unpaid
payroll and sales taxes, representing the unpaid balance of federal
withholding and social security taxes for fiscals 1994 and 1995,
together with penalties and interest; plus unpaid balance of state
sales taxes for fiscals 1994 and 1995, together with penalties and
interest (See note 11).

The Company has been paying payroll taxes for 1996 and delinquent
sales taxes on a current basis. The Registrant has made an offer in
compromise with the Internal Revenue Service and the Florida
Department of Revenue to fix a payment schedule for these balances.

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 has incurred net losses of $(1,976,584) in
fiscal 1997, $(1,704,169) in fiscal 1996. In addition, the
Registrant's consolidated financial position reflects a working
capital deficiency of $2,546,889 at February 28, 1997. 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., a company that operates a chain of retail
   optical stores throughout Canada. At February 28, 1997, the
   Company owned approximately 40% of the common stokc of Forest
   Hill Capital.

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    31            Interim President,
                                        Vice President-Marketing
                                        and Director

Eugene Bialys             61            Director

Ida Ovies                 39            Chief Financial Officer

Jeffrey Kurtz             49            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,    1997   $115,000
 President           1996   $ 39,000               $ 12,000(1) 

Alison Rosenberg     1997   $ 39,850
 Cohen, Vice         1996   $ 37,500   $  2,100(3)  
 President     

Francis Bonilla,     1996   $  9,000       $900(2)
 Secretary           1995   $ 36,000   $  3,600(2)      
              
Ida Ovies, Chief     1997   $ 20,000 
 Financial Officer   1996   $  9,320




</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,    1997   
 President           1996    

Alison Rosenberg     1997   
 Cohen, Vice         1996     
 President     

Francis Bonilla,     1996   
 Secretary           1995         
              
Ida Ovies, Chief     1997    
 Financial Officer   1996   


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

</TABLE>
<TABLE>

(1) Represents medical insurance payments in the amount of $6,000 
    and Car allowance in the amount of $6,000.

(2) Represents medical insurance payments in the amount of $3,600.

(3) Automobile allowance of $700 per month.


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 February 28, 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>
 Anthony M. Pallante          3,200,000                5.88%

 Alison Rosenberg Cohen (2)     500,000                0.09%

 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                0.18%   
    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
$1.00 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 February 28, 1997 

      (iii) Consolidated Statements of Operations for the years   
            ended February 28, 1997, February 29, 1996;

       (iv) Consolidated Statement of Stockholders' Equity for the 
            years ended February 28, 1997, February 29, 1996;     
            
        (v) Consolidated Statements of Cash Flows for the
            years ended February 28, 1997, February 29, 1996;

       (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.


October 31, 1997               By: /s/ Alison Rosenberg Cohen
                                       Alison Rosenberg Cohen,
                                       Vice President



October 31, 1997               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   October 31, 1997       Vice President 
    Alison Rosenberg Cohen                           and Director 
                                                                  
    
/s/ Eugene Bialys            October 31, 1997       Director      
    Eugene Bialys


/s/ Ida Ovies                October 31, 1997       Chief Financial

    Ida Ovies                                        Officer      
                   
                       
/s/ Frances Bonilla          October 31, 1997       Secretary     
    Farnces Bonilla                                               
                                 













                        VALUE HOLDINGS, INC.

                        FINANCIAL STATEMENTS

               FEBRUARY 28, 1997 AND FEBRUARY 29, 1996 






































                                                                 


                        VALUE HOLDINGS, INC.

                         TABLE OF CONTENTS

                                                                  
                                                           PAGE

REPORTS OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS   F-1(1) -    
                                                       F-1(4)

CONSOLIDATED FINANCIAL STATEMENTS

Balance Sheet                                         F-2

Statements of Operations                              F-3

Statements of Stockholders' Equity                    F-4

Statements of Cash Flows                              F-5
          
Notes to Consolidated Financial Statements            F-6 to F-25















     













          REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
To the Shareholders and 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
February 28, 1997, and the related consolidated statements of
operations, shareholders  equity and cash flows for the 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, 1996.  As of October 31, 1996, the
Company owned 40% of the issued and outstanding stock of this
investee, which statements reflect total assets of $7,400,959
(U.S.) as of October 31, 1996, and total sales of $10,640,383
(U.S.), and net income of $1,712,713 (U.S.) for the year then
ended.  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,
1996 is based solely on the report of the other auditors.  The
consolidated financial statements of the Company as of and for the
year ended February 29, 1996, were audited by other auditors whose
report dated July 26, 1996, expressed a qualified opinion on those
statements due to significant risks and uncertainties.

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 February 28, 1997, and the consolidated results of its
operations and its cash flows for the year in the period ended
February 28, 1997, in conformity with generally accepted accounting
principles.

                            
                          F1(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. In addition, as more fully discussed in the
notes  to the consolidated financial statements, the Company is
involved in certain pending litigation as to which an estimate of
the likelihood of an unfavorable result cannot be determined at
this time. 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
Octoner 29, 1997



                                                         




























                              F-1(2)
        REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS

Board of Directors and Stockholders
Value Holdings, Inc.
Coral Gables, Florida

We have audited the accompanying consolidated balance sheet of
Value Holdings, Inc. as of February 29, 1996, and the related
consolidated statement of operations, stockholders' equity and cash
flows for the year then ended February 29, 1996.  The financial
statements are the responsibility of the Company s management.  Our
responsibility is to express an opinion on the financial statements
based on our audit.

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
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our
audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present
fairly, in all material respects, the consolidated financial
position of Value Holdings, Inc. as of February 29, 1996, and the
consolidated result of their operations and their cash flows for
the year ended February 29, 1996, in conformity with generally
accepted accounting principles. 

As more fully discussed in Note 2 to the consolidated financial
statements, there are significant matters concerning the Company,
including among other things, going concern considerations and
payroll and sales taxes payable, 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.  In addition,
as more fully discussed in Note 2 to the consolidated financial
statements, the Company is involved in certain pending litigation
as to which, in one matter in which the plaintiffs are seeking in
excess of $4,600,000, there is a strong likelihood of an
unfavorable result, although the range of potential loss cannot be
estimated at this time, and, in several other matters, an estimate
of the likelihood of an unfavorable result cannot be made at this
time.  The consolidated financial  statements do not include any
adjustments that might result from the outcome of these significant
risks and uncertainties.


                 
                            F1(3)

/s/ CHADDERTON, GULISANO & COMPANY, P.A.
- ----------------------------------------
CHADDERTON, GULISANO & COMPANY, P.A.
Certified Public Accountants
Coral Gables, Florida
July 26, 1996














































                            F1(4)
             VALUE HOLDINGS, INC. AND SUBSIDIARIES 
                 CONSOLIDATED BALANCE SHEET

                           ASSETS
                           ------                          
                                                       
                                                    February 28,  
                                                       1997       
                                                   -------------  
CURRENT ASSETS
   Cash                                            $     7,014
   Accounts receivable                                  21,660
   Prepaid expenses and other assets                    12,433
                                                      ---------
         TOTAL CURRENT ASSETS                           41,107 
               
INVESTMENTS IN AND ADVANCES TO AFFILIATES            2,477,765
DUE FROM FORMER STOCKHOLDERS                            52,532
PROPERTY AND EQUIPMENT, NET OF ACCUMULATED  
DEPRECIATION                                           119,981
COSTS IN EXCESS OF NET ASSETS OF BUSINESSES
   ACQUIRED, NET OF ACCUMULATED AMORTIZATION           722,500
INTANGIBLE ASSETS, NET OF ACCUMULATED AMORTIZATION     159,366
NOTE RECEIVABLE - AFFILIATE                            100,000
OTHER ASSETS                                            11,000
                                                    ----------    
     TOTAL ASSETS                                 $  3,684,251
                                                    ==========    
                         
                LIABILITIES AND STOCKHOLDERS' EQUITY
                ------------------------------------

CURRENT LIABILITIES
   Note payable, bank                             $     56,250
   Note payable, other                                  20,117
   Note payable, stockholders and directors            281,999
   Accounts payable                                    509,847
   Payroll and sales tax payable                     1,079,824
   Accrued liabilities, other                          639,959
                                                    ----------
     TOTAL CURRENT LIABILITIES                       2,587,996
                                                    ----------

DEFERRED GAIN ON SALE                                   86,251
LONG-TERM LIABILITY, STOCKHOLDER                       287,874




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-2(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 February 28, 1997 
    at liquidation value                               750,000
   Common stock, par value $.001; 180,000 shares 
    authorized;Issued and outstanding 52,806,068 
    at February 28, 1997                                 5,440
   Capital in excess of par                         13,811,256
   Accumulated deficit                             (13,841,194)
   Currency exchange                                    (3,372)
                                                    ----------
     TOTAL STOCKHOLDERS' EQUITY                        722,130
                                                    ----------
     TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY   $  3,684,251
                                                   ===========



























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-2(2) 
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
               CONSOLIDATED STATEMENTS OF OPERATIONS
                                  
                                       February 28,   February 29, 
                                          1997            1996
                                       -----------    -----------
Revenues
 Restaurant sales                    $      -0-     $  1,232,547
 Equity earnings-unconsolidated 
  subsidiaries                         1,243,688            -0-
 Licensing fee                           293,428         161,542
 Interest and other income                94,711          91,455
                                       ---------       ---------
                                       1,631,827       1,485,544
                                       ---------       ---------
Costs and Expenses            
 Cost of restaurant sales                   -0-          551,082
 Cost of distribution sales                 -0-             -0-
 Payroll and related costs                  -0-          358,122
 Occupancy                                  -0-           84,777
 Other restaurant operating expenses        -0-           78,258
 General and administrative            1,080,568       1,471,579
 Depreciation                            143,624         201,975
 Amortization, intangible assets         261,066         253,868
 Amortization, consulting agreements        -0-          141,279
 Loss on disposition of assets on 
  relocation of a restaurant             466,613            -0- 
                                       ---------       ---------
                                       1,951,871       3,140,940
                                       ---------       ---------
Loss Before Other Income (Charges)      (320,044)     (1,655,396)
Other Income (Charges)
 Write down of investment in 
  affiliate to market                   (733,317)           -0-
 Interest expense                        (60,225)        (98,633)
 Gain on disposition of 
  unconsolidated subsidiary                 -0-          111,791
 Gain on sale of license to 
  affiliated company                      86,251          43,125
 Litigation settlement                   (75,000)           -0- 
 Loss on disposition of interest 
  in investee                            (28,553)           -0-
                                       ---------       ---------
Loss From Continuing Operations       (1,130,888)     (1,599,113)
Loss From Discontinued Operations       (115,034)       (105,056)
Loss On Sale - Discontinued Operations  (917,283)           -0-
                                       ---------       ---------
Loss Before Extraordinary Item        (2,163,205)     (1,704,169)

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.   

                             F3(1) 
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF OPERATIONS (CONTINUED)
                                  
                                       February 28,   February 29, 
                                          1997            1996
                                       -----------    -----------

Gain On Extinguishment Of Debt           186,621            -0-
                                       ---------       ---------  
Net Loss                            $ (1,976,584)   $ (1,704,169) 
                                       =========       =========  

Weighted Average Number Of 
  Shares outstanding                   50,151,273      24,008,102
Net Loss From Continuing 
 Operations Per Share                    $  (0.01)       $  (0.07)
Net Loss From Discontinued 
 Operations Per Share                    $  (0.02)       $    -0- 
Net Loss Per Share                       $  (0.03)       $  (0.07)





























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.
          CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY
                                                      Common Stock
                                 Preferred   Common    Conversion
                                   Stock     Stock       Rights   
                                 ---------  --------   -----------
Balance, February 28, 1995     $  750,000  $    1,447   $ 4,535,000
Year Ended February 29, 1996:
 Issuance of common stock for
  Consulting services                             15              
  Other services                                 948       
  Ready Foods Acquisition-
   Standstill agreement with
    creditors                                    100
   Second Mortgage Financing                      60
 Issuance of common stock in
  private placements-                             
   Funds to loan Readyfoods                      400
   Working capital purposes                      383
   Funds loaned to affiliates                  1,067 
 Issuance of common stock for
  services related to acquisition 
  of subsidiary                                  100
 Cancellation of common stock
  and other effects of
  disposition of Readyfoods                      (100)  
(4,535,000)
 Common stock conversion rights
  under exchange agreement                               1,180,000
 Dividends paid 
 Amortization consulting agreements
 Issuance of stock to creditors  
  of an affiliate 
 Net Loss
                                 --------   --------   ----------
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  $      -
                                ========    =======    ==========
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-4(1)

                         VALUE HOLDINGS, INC.
       CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (CONTINUED)
                                  Note       Capital              
                                Receivable  In excess  
                                Affiliate     of par     Deficit  
                                ---------  ----------   ---------
Balance, February 28, 1995    $           $  9,133,971
$(10,053,157)
Ended February 29, 1996:
 Issuance of common stock for
  Consulting services                          14,985
  Other services                              852,037      
  Ready Foods Acquisition-
   Standstill agreement with
    creditors                                  99,900
   Second Mortgage Financing                   59,940
 Issuance of common stock in
  private placements-                             
   Funds to loan Readyfoods                   590,853
   Working capital purposes                   389,617
   Funds loaned to affiliates               1,609,308
 Issuance of common stock for
  services related to acquisition 
  of subsidiary                                24,900
 Cancellation of common stock
  and other effects of
  disposition of Readyfoods                   (99,900)            
 Common stock conversion rights
  under exchange agreement                               
 Dividends paid                                            (32,284)
 Amortization consulting agreements
 Issuance of stock to creditors
  of an affiliate               (840,000)
 Net Loss                                              ( 1,704,169)
                                 -------   ----------   ----------
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)
                                ========   ==========   ==========
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-4(2)
                      VALUE HOLDINGS, INC.
      CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (CONTINUED)
                                    Deferred   Dividends          
                                   Consulting  Preferred  Currency
                                   Agreement    Stock     Exchange 
                                   ---------  ----------  ---------
Balance, February 28, 1995        $ (132,800) $           $      
Year Ended February 29, 1996:
 Issuance of common stock for
  Consulting services                (15,000)
  Other services                                           
  Ready Foods Acquisition-
   Standstill agreement with
    creditors                                  
   Second Mortgage Financing                         
 Issuance of common stock in
  private placements-                             
   Funds to loan Readyfoods                   
   Working capital purposes                          
   Funds loaned to affiliates               
 Issuance of common stock for
  services related to acquisition 
  of subsidiary                                      
 Cancellation of common stock
  and other effects of
  disposition of Readyfoods                                       
 Common stock conversion rights
  under exchange agreement                               
 Dividends paid                                                   
 Amortization consulting agreements 147,800
 Issuance of stock to creditors
  of an affiliate               
 Net Loss                                                         
                                   --------   ----------  ---------
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)
                                  =========   =========  =========

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-4(3)
                      VALUE HOLDINGS, INC.
      CONSOLIDATED STATEMENT OF STOCKHOLDERS EQUITY (CONTINUED)
                                                                 
                                                           Total  
                                                        ----------
Balance, February 28, 1995                           $  4,234,461
Year Ended February 29, 1996:
 Issuance of common stock for
  Consulting services                                     852,985
  Other services                                          100,000
  Ready Foods Acquisition-
   Standstill agreement with
    creditors                                              60,000
   Second Mortgage Financing                         
 Issuance of common stock in
  private placements-                             
   Funds to loan Readyfoods                               591,253
   Working capital purposes                               390,000
   Funds loaned to affiliates                           1,610,375
 Issuance of common stock for
  services related to acquisition 
  of subsidiary                                            25,000
 Cancellation of common stock
  and other effects of
  disposition of Readyfoods                             (4,635,000)
Common stock conversion rights
  under exchange agreement                              1,180,000
 Dividends paid                                            (32,284)
Amortization consulting agreements                        147,800
Issuance of stock to creditors
  of an affiliate                                         (840,000)
Net Loss                                                (1,704,169)

                                                       ----------
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
                                                        =========


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-4(4)
                VALUE HOLDINGS, INC. AND SUBSIDIARIES
                CONSOLIDATED STATEMENTS OF CASH FLOWS
                                                               
                                        February 28,   February 29,
                                           1997           1996 
                                        -----------    ----------- 
Cash Flows from operating activities:        
 Net loss from continuing operations 
  before extraordinary credit         $ (1,976,584)  $ (1,704,169)
 Adjustments to reconcile net loss 
  from continuing operations to net 
  cash provided by (used in) 
  continuing operations:
   Extraordinary credit                   (186,621)          -0- 
   Depreciation                            143,624        206,495
   Amortization, intangible assets 
    and goodwill                           309,534        253,868
   Amortization, consulting agreement         -0-         141,279
   Loss on disposal of property 
    &  equipment                              -0-           1,385
   Stock issued for services               350,000            -0-
   Gain on disposition of unconsolidated 
    subsidiary                                -0-        (111,791)
   Recognized gain on sale of license 
    to affiliated company                  (86,251)       (43,125)
   Equity in earnings of unconsolidated 
    subsidiary                          (1,243,688)       (40,325)
   Write-down investment in 
    unconsolidated subsidiary              733,317            -0-
   Loss on disposition of assets on 
    relocation of restaurant               466,613            -0-
   Loss on disposition of investment 
    in investee                             28,553            -
 Expenses paid by issuance of common stock    
   Consulting services                        -0-         805,484
 Changes in working capital of continuing 
 operations:
 (Increase) decrease in 
   Loans to officer                           -0-          (7,351)
   Accounts receivable                     (40,122)       (34,163)
   Inventories                                -0-          31,780
   Prepaid expenses and other              (82,983)        82,117
 (Increase)decrease in
   Accounts payable                          4,399         60,201
   Accrued liabilities                     355,402       (294,000)
   Payroll and sales tax payable              -0-         119,507
  Other                                    (21,292)        21,134
                                          ---------     --------- 
   Net cash provided by (used in) 
     continuing operations               (1,246,099)      511,674
                                                        --------- 
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.                 F5(1) 
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                        
                                        February 28,   February 29,
                                           1997           1996 
                                        -----------    ----------- 
    Net cash provided by (used in) 
     discontinued operations                915,055          -0-
                                          ----------     --------
    Net cash provided by (used in) 
     operating activities                  (331,044)     (511,674)
                                          ---------      --------
Cash flows from investing activities:                  
   (Additions to) disposition of 
     property and equipment                  1,500      (19,719)
   Cashing of certificate of deposit           -0-      750,000 
   Advances to stockholders                    -0-       (1,509)
   Advances to affiliates through notes 
    receivable                                 -0-     (931,524)
  (Addition) disposition of intangible 
    assets                                     -0-      (81,167)
   Proceeds from disposition of 
    unconsolidated subsidiary                  -0-      297,360
   Proceeds from sale of license to 
    affiliated company                         -0-       50,000
   Investment in affiliates                    -0-     (286,419)
   Repayment of loans - affiliates         100,000          -0-
   Advances(repayments)-others             127,044          -0-
                                          --------    ---------
   Net cash provided by (used in) 
    investing activities                   228,544     (222,978)
                                          --------     --------   
Cash flows from financing activities:                  
   Proceeds from issuances of common stock     -0-     1,751,623
   Proceeds from stockholder borrowings     97,200          -0-
   Payments on bank and long-term bank         -0-     (743,681)
   Repayment of stockholder borrowings         -0-     (223,815)
   Dividends paid                              -0-      (32,285)
   Effect of exchange rate changes on cash  (3,372)      (1,504)
                                          --------    ---------
   Net cash provided by (used in) 
   financing activities                     93,828      750,338
                                          --------    ---------   
Net increase (decrease) in cash             (8,672)     15,686
Cash at beginning of the year               15,686         -0-
                                          --------    --------   
Cash at end of the year                 $    7,014   $  15,686
                                          ========    ========  
                       
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.

                             F5(2)
               VALUE HOLDINGS, INC. AND SUBSIDIARIES
         CONSOLIDATED STATEMENTS OF CASH FLOW (CONTINUED)
                        
                                        February 28,   February 29,
                                           1997           1996 
                                        -----------    ----------- 
 

Supplemental disclosures of cash flow
information:
  Cash paid during the year for:
   Continuing operations               $    40,064     $   69,097
   Discontinued operations                    -0-            -0-
                                        

  Non-cash investing and financing
   activities:

   Stock issued for consulting 
    services -
    Officer/ stockholder / director    $   350,000     $   75,000



























                       
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.

                             F5(3)
           Value Holdings, Inc. And Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

BUSINESS

Value Holdings, Inc. and 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, several of the Company s
subsidiaries are Canadian companies serving the Canadian market.

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 February 28, 1997, the Company had a 40% 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).

During October 1995, the Company sold its interest in a subsidiary,
Readyfoods Acquisition Corporation (RAC), that was involved in
poultry products for sale to retail chains, specialty stores and
institutions in the Canada and U.S. markets (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.

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.     F-6
            Value Holdings, Inc. And 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, and estimates of accrued penalties and
interest on the payroll and sales taxes payable.

PROPERTY AND EQUIPMENT

Property and equipment are stated at cost.  Expenditures for major
betterment and additions are charged to the asset accounts, while
replacements, maintenance and repairs which do not extend the lives
of the respective assets are charged to expense 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.

DEFERRED CONSULTING AGREEMENTS

The deferred charges represent costs incurred relating to
consulting agreements, which were paid by the issuance of common
stock, and are presented as a reduction of stockholders  equity. 
These costs are charged to operations over the life of the
agreements (one to three years).
                                                               F-7
            Value Holdings, Inc. And Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

LOSS PER COMMON SHARE

Loss per common share has been computed based on the weighted
average number of shares of common stock outstanding during the
periods.  The number of shares used in the computation was
50,151,273 and 24,008,102 shares in 1997 and 1996. All calculations
of shares give effect to the reverse stock split 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 
February 29, 1996  the Company experienced, and continues to
experience, certain going concern and liquidity problems.  As
reflected in the consolidated financial statements, the Company has
incurred net losses of $1,976,584 in 1997 and  $1,704,169 in 1996. 
In addition, the Company s consolidated financial position reflects
a working capital deficiency of  $2,546,889 at February 28, 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 siginificant investment in an affiliate (See Note
4) which has generated twenty-seven percent of its revenues for the
four months ended Febryary 28, 1997 from the sale ofoptical stores.
The majority of the stores have been sold as of February 28, 1997.
Future revenue is dependent upon the company developing more stores
for future sale. The Company s financial ability to develop stores
for futre sales cannot be determined at this time.

The Company has accumulated unpaid payroll and sales taxes payable
of $1,079,825  at  February 28, 1997  (see Note 11). It 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).

These conditions raise substantial doubt as to the ability of the
Company to continue as a going concern.                        F-8
            Value Holdings, Inc. And Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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

1.   Acquisition of business

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.   During the year ended February 28, 1997, the    
Company converted a note receivable from FHCC and stock originally
issued to creditors of FHCC  for stock in FHCC.  As of
February 28, 1997, the Company owns approximately 40% of the
outstanding common stock of FHCC.
   
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
this licensing agreement should result in net cash flows from
operating activities over the term of the agreement.
 
3.   Equity infusion from sale of securities

The Company plans to raise equity funds from private placements of
its common stock, and plans to sell additional shares of common
stock in a proposed public offering.  From the proceeds of these
anticipated public offering the Company plans to settle with
creditors and continue to explore acquiring potentially profitable
businesses.

4.   Stockholder financing

Certain stockholders of the Company have provided financing by
means of debt financing.  The Company expects that these
stockholders will continue to provide financing for the Company by
means of additional debt or equity financing.

The eventual outcome of the success of management s plans cannot be
ascertained with any degree of certainty.  The accompanying
consolidated financial statements do not include any adjustments
that might result from the outcome of this uncertainty.





                                                               F-9
            Value Holdings, Inc. And Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


PAYROLL TAXES AND SALES TAXES PAYABLE  

As more fully discussed in Note 12,  the Company has recorded an
aggregate liability of $1,079,825 as of February 28, 1997  for
unpaid payroll taxes($657,294) and sales taxes payable ($422,531). 
These taxes payable represent the unpaid balance of Federal
withholding and social security taxes and state sales taxes for
certain quarters of 1993 and 1994 that have been withheld and
accrued by the Company, together with penalties and interest that 
were imposed by the taxing authorities as a result of
non-remittance of these taxes.

The Company is currently negotiating with the Internal Revenue
Service and intends to settle the amount of the payroll  taxes for
an aggregate of approximately $250,000 which represents the Trust
Fund portion owed by the former officers of these Companies.  The
taxing authority is currently reviewing the proposal but have not
come to a decision regarding the matter.  The outcome of this
liability 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.

PENDING LITIGATION 

The Company is involved in a lawsuit filed in June 1994 in the
Circuit Court for Dade County, Florida in which the plaintiff
alleges 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 is 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 have
filed counterclaims.  Discovery in this case is proceeding.  Trial
has been set and was continued.  A new trial date has not been
rescheduled.  Management has engaged in settlement communications,
to no avail.  Management is therefore defending this action and
pursuing its counterclaim.   An evaluation of the likelihood of an
unfavorable  result cannot be made at this time. 


                                                               F-10
            Value Holdings, Inc. And Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


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.

Readyfoods

On February 24, 1995,  the Company, through a newly established
subsidiary, Readyfoods Acquisition Corp. ( RAC ), acquired all of
the outstanding capital stock of Readyfoods Limited and certain
affiliated companies ( Readyfoods ),  which had been owned and
controlled by Cyril Levenstein and his family members and trusts
(the  Levenstein Group ).  Readyfoods and its affiliated companies
both import and process poultry products for sale to retail chains,
specialty stores and institutions in the Canada and U.S. markets.

On October 31, 1995 the Company sold its interest in Readyfoods,
Inc. and realized a gain of $111,791 on the disposition.














                                                               F-11
            Value Holdings, Inc. And Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.   INVESTMENTS IN AFFILIATED COMPANIES

  Investments in Affiliated Companies:                 1997       
                                                     --------    
  a) Forest Hill Capital Corporation              $ 1,422,611
  b) Virilite Neutracutical Corporation                68,746
  c) 660407 Alberta, Ltd.                              38,000
                                                    ---------   
                                                   $1,529,357
                                                    =========     

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
$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.

As of February 28, 1997, the Company owned approximately  40%  of
the outstanding common stock of FHCC and accordingly, accounts for
its investments by the equity-method of accounting.  At year-end
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. 














                                                               F-12
            Value Holdings, Inc. And Subsidiaries

         NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.   INVESTMENTS IN AFFILIATED COMPANIES (CONTINUED)

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                          2,990,568           
Noncurrent liabilities                       1,253,807           
                                            ----------   
Total liabilities                            4,244,375    
                                            ----------      
Shareholders' equity                      $  3,156,584           
                                            ==========
                                         
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                                   1,590,187
                                            ----------
Operating income from discontinued 
operations                                     116,805
                                            ----------
Non-controlling interest                         5,721
                                            ----------
Net income                                $  1,712,713
                                            ==========          
                     
  










                                                               F-13
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 4.   INVESTMENTS IN AFFILIATED COMPANIES (CONTINUED)

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)
                                            ==========  

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.  
                                                               F-14
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 4.   INVESTMENTS IN AFFILIATED COMPANIES (CONTINUED)

Twenty-seven percent of the revenues for the four months ended
February 28, 1997, were from the sale of optical stores and
fifty-two percent of the revenues for the year ended October 31,
1996, were from the sales of stores. As of February 28,1997, the
majority of the stores have been sold. Future revenue is dependent
upon the Company developing stores for future sale. The Company's
ability to develop stores for future sales cannot be determined at
this time. 


NOTE 5.   PROPERTY AND EQUIPMENT                                 
                                           1997                  
                                        ---------- 
     
Furniture, fixtures and equipment       $ 435,312 
Leasehold improvements                     29,101 
                                         --------
                                          464,413      
Accumulated depreciation                 (344,432)     
                                        ---------
                                        $ 119,981                
                                        =========                
    
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   $ (198,156)    $ 103,845    
Furniture, Fixtures & 
Equipment                  666,655     (466,774)      199,881
                          --------     ---------     --------- 
                         $ 968,655   $ (664,929)   $  303,726    
                          ========     =========     =========    
                               
The Company also wrote-off certain intangible assets amounting to
approximately $162,887, net of accumulated amortization, relating
to this transaction.                                             

                                                               F-15
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

     
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.

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 three years, with an option on the part of the 
licensee to renew the agreement for an additional three years.  As
a result of this change in method of utilizing its restaurant
facilities, the Company 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.

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  February 29, 1996
concerning goodwill arising from the purchase of its restaurant
locations was $127,500 and $170,000 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.
                                                1997             
                                             --------
Leasehold interests                       $   117,583        
Customer lists                                105,000  
Liquor licenses                               120,000       
                                            ---------
                                              342,583
Accumulated amortization                     (183,217)
                                            ---------
                                          $   159,366
                                            =========
     
                    



                                                               F-16
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 8.   NOTE PAYABLE, BANK

The Company has a note payable to Toronto Dominion Bank which has
an outstanding balance of $56,250 as of February 28, 1997. The note
bears an interest rate of 8.75% and is due on August 15, 1998. 



NOTE 9.   NOTES AND ADVANCES PAYABLE, STOCKHOLDERS AND DIRECTORS

                                                                 
                                               1997              
                                             -------- 
                                                    
Advances to stockholders                 $     4,809             
Notes payable to various stockholders;
interest at 12% in 1997                      260,000             
Others                                        17,190             
                                            --------
                                         $   281,999         
                                            ========      
 
NOTE 10.   LONG-TERM DEBT
                                               1997               
                                            --------

Note payable, stockholder                $   287,874             
                                            ========             
                               
 
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 ).

                                                               F-17
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 10.   LONG-TERM DEBT (CONTINUED)

Annual maturities of long-term debt at February 28, 1997 for each
of the succeeding five years are summarized as follows:

Year Ending February 28:


          1998                                    88,702         
          1999                                    50,683   
          2000                                    55,437         
          2001                                    60,637         
          2002                                    32,415       
                                                --------
                                               $ 287,874          
                                                ========
                                                                 
As of February 27, 1997, the note is in default.  No payment has
been made by the Company since the inception of the note, and
management has no plan in place concerning repayment terms. A
waiver has been obtained from this shareholder in connection with
the current payment terms of this note.

NOTE 11.   PAYROLL TAXES AND SALES TAXES PAYABLE

                                                  1997           
                                               ----------
                                                                 
Payroll taxes payable                         $  657,294         
Sales taxes payable                              422,531         
                                               --------- 
                                              $1,079,825         
                                               =========  

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, together with
penalties and interest that were imposed by the Internal Revenue
Service as a result of non-remittance of these taxes.

Sales taxes payable represents the unpaid balance of state sales
taxes primarily for the fourth quarter of 1993 and the third and
fourth quarters of 1994 that have been withheld and accrued by the
Company, together with penalties and interest that were imposed by
the State of Florida as a result of nonremittance of these taxes.



                                                               F-18
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 12.   ACCOUNTS PAYABLE                                       
                                              1997
                                           ---------
Accounts payable, trade                    $ 509,847              
                                            ========              
                                                      
There exists a rent payable of $183,278 as of February 28, 1997,
related to the pending lawsuit between Cami Restaurant Corporation
and Bass Cocoa Beach, Inc.  (See Note 17). 

NOTE 13.   ACCRUED LIABILITIES, OTHER
                                              1997  
                                           ---------
Accrued dividends                         $  75,000
Accrued payroll-officer/director            101,000
Accrued interest - stockholders and 
directors                                   115,573
Accrued consulting fees                     182,325
Other accrued liabilities                    91,061
                                           --------
                                          $ 564,959
                                           ========              
                                                                 
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.   

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.
                                                               F-19
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

WARRANTS OUTSTANDING (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
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             250,000
president                                     ---------
                                            $ 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.      F-20
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 15.   PREFERRED STOCK (CONTINUED)

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 February 28, 1997, dividends were in arrears on the preferred
stock amounting to approximately $75,000.  The Company paid
dividends in the amounts of $32,284 during the fiscal year 1996.


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 $126,600.




                                                               F-21
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



LEASE COMMITMENTS

The Company leases its  restaurant facilities and administrative
offices under operating leases, which expire at various dates
through 2002 (including renewals).  Certain leases provide for the
Company to pay its proportionate share of increases in real estate
taxes and common area maintenance, as well as additional rental
based upon increases in the Consumer Price Index.

Rent expense charged to operation was approximately $53,362 for
1996 and - 0  - in 1997. The Company entered into a licensing
agreement that became effective June 1, 1995.  The Company was
released from its lease commitment and as such, were assigned to
the licensee.

NOTE 17.   PENDING LITIGATION

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 and of Cami Restaurant Corp., including the then President
of the Company and of 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.
This case was settled after year-end for $75,000 and the transfer
of 500,000 shares of restricted stock of the Company.

The Company is also involved in a claim for breach of lease against
Cami Restaurant Corp. and for breach of guaranty against the
Company.  Cami Restaurant Corp. and the Company have filed
counterclaims.  Discovery in this case is proceeding.  Trial has
been set and was continued.  A new trial date has not been
rescheduled.  Management has engaged in settlement communications
to no avail.  Management is therefore defending this action and
pursuing its counterclaim.

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.                                                    F-22
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTE 18.   INCOME TAXES

No 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 February 29, 1997, the Company had net operating loss carry
forwards for income tax purposes of approximately $10,250,000 which
expire at various years to 2010.

NOTE 19.   RELATED PARTY TRANSACTIONS

As  of February 28, 1997, the Company has accrued consulting fees
in the amount of $182,325 due to Gemini Integrated Financial
Services Corp., a related party.

NOTE 20.   AMORTIZATION OF CONSULTING AGREEMENTS

The Company entered into various consulting agreements for certain
business and financial  consulting services with various parties. 
The consulting periods of these agreements are generally for
periods of less than one year to three years, and varying number of
shares of common stock have been issued as compensation for these
services, with an aggregate of 150,000 shares in 1996.  These
shares have been valued at the approximate market value of the
shares at time of issuance, an aggregate of $15,000 in 1996.  These
costs are amortized by charges to operations over the respective
consulting periods of the agreements, with amortization amounting
to $141,279 in 1996 and - 0 - in 1997 respectively.

NOTE 21.   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.
                                                               F-23

               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 22.   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.

The operating results of  Upper Canadian Beverage  for the eight
months ended August 30, 1996 shown separately in the accompanying
statements of operations 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)      
                                                 ========        
                     
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 
February 28, 1997 is $56,250.

The sale of the assets of Upper Canadian Beverage resulted in a
loss of $917,283.



                                                               F-24
               Value Holdings, Inc. And Subsidiaries

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


NOTE 23.   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 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.  































                                                               F-25


</TABLE>