Galea Life Sciences Inc – ‘DEFS14C’ for 11/6/00

On:  Monday, 11/6/00, at 12:45pm ET   ·   For:  11/6/00   ·   Accession #:  804191-0-56   ·   File #:  0-15076

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Definitive Proxy Information Statement — Special Meeting   —   Schedule 14C
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFS14C     Definitive Proxy Information Statement -- Special      6±    29K 
                          Meeting                                                


VALUE HOLDINGS, INC.      

Notice of Annual Meeting      
To Be Held November 27, 2000    

Notice is hereby given that the Annual Meeting of Stockholders        
of Value Holdings, Inc., a Florida corporation (the  Company ),                 
will be held at the Beach House Hotel, 9449 Collins Avenue,                     
Surfside, Florida 33154 on November 27, 2000 at 9:30 a.m.                       

In accordance with the Company s bylaws the Board of Directors        
have fixed October 31, 2000 as the record date for the                          
determination of the holders of the Company's stock entitled to                 
notice of the Annual Meeting.                                                   

The Company is not actively soliciting proxies, therefore no          
proxy card accompanies this notice.                                             

              By Order of the Board of Directors

By: /s/ Robert Ziner
  Robert Ziner
   President/CEO

Information Statement Pursuant to Section 14(c)   
of the Securities Exchange Act of 1934      
( Amendment No. ) 

Check the appropriate box:

[ ] Preliminary Information Statement                                           

[ ] Confidential, for Use of the Commission Only (as permitted by               
Rule 14c-5(d)(2))                                                               

[X] Definitive Information Statement                                            

Value Holdings, Inc.  
-----------------------------------------------------------------               
(Name of Registrant As Specified In Charter)        

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

Payment of Filing Fee (Check the appropriate box):          

[X] No fee required.      

[ ] Fee computed on table below per Exchange Act Rules 14c-5(g) and             
0-11.                                                                           

1)Title of each class of securities to which transaction applies:               

2)Aggregate number of securities to which transaction applies:                  

3)Per unit price or other underlying value of transaction computed              
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which               
the filing fee is calculated and state how it was determined):                  

4)Proposed maximum aggregate value of transaction:                              

5)Total fee paid:                                                               

[ ] Fee paid previously with preliminary materials.                             

[ ] Check box if any part of the fee is offset as provided by                   
Exchange Act Rule 0-11(a)(2) and identify the filing for which the              
offsetting fee was paid previously. Identify the previous filing by             
registration statement number, or the Form or Schedule and the date             
of its filing.                                                                  

1)Amount Previously Paid:                                                       

2)Form, Schedule or Registration Statement No.:                                 

3)Filing Party:                                                                 

4)Date Filed:                                                                   

Introduction                                                                    

This Information Statement is furnished by the Board of               
Directors of Value Holdings, Inc. (the  Company ) in connection                 
with the election of Directors and the ratification of the                      
reappointment of our auditors. This information statement is being              
sent on or before the close of business on November 7, 2000, to                 
stockholders of record as of October 31, 2000.                                  

We Are Not Asking You for a Proxy and                                           
You are Requested Not To Send Us a Proxy                                        

OUTSTANDING SECURITIES AND VOTING RIGHTS                                        

As of the Record Date, there were issued and outstanding              
159,445,730 shares of the Company s Common Stock, $.0001 par value              
(the  Common Stock  or the  Voting Securities ), for the purpose of             
determining stockholders entitled to receive this Information                   
Statement.                                                                      

Each holder of Voting Securities is entitled to one vote for          
each share of Voting Securities in his or her name on the books of              
the Company, as of the Record Date, on any matter submitted to the              
vote of the stockholders. The election of directors is uncontested              
and therefore the Company is not soliciting proxies from                        
stockholders.                                                                   

ELECTION OF DIRECTORS                                                           

The Company currently has five directors who serve until the          
next annual meeting of stockholders and until his or her successor              
has been duly elected and qualified.                                            

Each of the nominees is already serving as directors of the           
corporation. Each is uncontested for re-election and has consented              
to serve as a director. The following are the Directors of the                  
Company:                                                                        

Robert Ziner was named President and a director of the Company in               
February 1999.  Prior to that time Mr. Ziner was an executive with              
John Ziner Lumber Limited, a predecessor company.                               

Alison Rosenberg Cohen is a director and secretary of the Company.              
She was previously 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 and Anthony Pallante                 
became president of the Company. On December 3, 1996, upon Mr.                  
Pallante s resignation as president of the Company, Ms. Cohen was               
elected as interim president. She stepped down to become Secretary              
of the Company when Mr. Ziner was named President in February 1999.             
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.                                                                      

Dr. John Balatinecz is a Emeritus Professor of wood science and                 
forest products and a member of the faculty at the University of                
Toronto.  He holds a Ph.D. in wood science from the University of               
Toronto.  Dr. Balatinecz has written more  than 100 papers and is               
the holder of two patents dealing with the production of recycle                
composition paper flakeboard..  He was previously a                             
member of the board of directors of Green Forest Lumber                         
Corporation. He was first appointed to the Board of Directors of                
the Company in January 2000.                                                    

David Stone is an attorney practicing in Toronto in the areas of                
commercial litigation and corporate law.  He is a member of the                 
Ontario Bar and received his law degree from the University of                  
Victoria. Mr. Stone is also an honors graduate of the Canadian                  
Securities Institute. Mr. Stone is the brother-in- law of Value                 
Holding s president Robert Ziner. Mr. Stone was first appointed to              
the Board of Directors of the Company in January 2000.                          

Tom P. Hazell is president of the Hazell Underwriting Group, an                 
insurance firm in Midland, Ontario. A graduate of Waterloo College,             
Mr. Hazell has more than 35 years of business experience. Mr.                   
Hazell is involved with a number of insurance industry groups and               
is the president of the Huronia Estate Planning Council and the                 
past president of the Institute of Chartered Life Underwriters &                
Chartered Financial Consultants of Canada. He was first appointed               
to the Board of Directors of the Company in January 2000.                       

BOARD OF DIRECTORS AND COMMITTEES                                               

The Board of Directors meets during the fiscal year to review         
significant developments affecting the Company and to act on                    
Matters requiring Board approval. The Board maintains an audit                  
committee which works with the Company's independent accountants.               
The Company does not compensate Directors for service on the Board              
of Directors. The Company did not grant any stock options to any of             
the Company's Directors during the fiscal year ended October 31,                
1999.                                                                           

RATIFICATION OF AUDITORS                                                        

The Board of Directors have approved the firm of Berkovits,           
Lago & Co., LLP of Fort Lauderdale, Florida to act as the Company's             
auditor for the purpose of auditing the Company's financial                     
statements for the fiscal year ended October 31, 2000. Berkovits,               
Lago has audited the Company's financial statements in previous                 
years. It is not expected that a representative of Berkovits, Lago              
will be present at the Annual Meeting.                                          

DIRECTORS AND EXECUTIVE OFFICERS                                                

The following are the current officers and directors of the Company             
as of October 31, 2000:                                                         

Name                               Positions                                    

Robert Ziner                       President, CEO, Director                     

Ida Ovies                          Chief Financial Officer                      

Alison Rosenberg Cohen   (1)       Secretary, Director                          

John J. Balatinecz (2)             Director                                     

David Stone    (2)                 Director                                     

Tom P. Hazel (2)                   Director                                     
(1) Mssrs. Balatinecz, Stone and Hazel were appointed to the Board              
of Directors on January 12, 2000.                                               

(2) Mrs. Cohen is the daughter of Leonard Rosenberg, the former                 
president of the Company and currently a consultant to the Company.             

COMPENSATION OF DIRECTORS AND EXECUTIVE OFFICERS                                

During the fiscal year ended October 31, 1999, Robert Ziner was the             
only                                                                            
executive officer who 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                 
October 31, 1999.                                                               

No bonuses or options were awarded to any officer or director                   
during the fiscal year. No director received or was entitled to                 
receive any compensation.                                                       

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

Name and Principal      Fiscal                                                  
Position              Year-                    Other Annual                 
      End       Salary        Compensation
-------------------     ------     ------        ------------                   
Robert Ziner,          10/31/99  $175,000 (5)    $15,200 (5)                    
President, CEO (1)(2)                                                           

Lyon Wexler            10/31/99   $72,435 (5)   $ 1,299  (5)                    
Chief Operating                                                                 
Officer (3)(4)                                                                  

Alison Rosenberg      10/31/99    $ 22,000                                      
Cohen, Secretary      10/31/98    $ 38,675                                      
10/31/97    $ 17,000                

Ida Ovies, Chief      10/31/99    $ 16,175                                      
Financial Officer     10/31/98    $ 18,200                                      
10/31/97    $ 10,300                

(1) The compensation stated in the table is paid to Integrated                  
Directions, an Ontario corporation of which Mr. Ziner is a                      
beneficial owner.                                                               
(2) Mr. Ziner is also the president of Network Forest Products, the             
Company s wholly owned subsidiary.                                              
(3) The compensation stated in the table is paid to King Capital,               
an Ontario corporation of which Mr. Wexler is a beneficial owner.               
(4) Mr. Wexler is the Chief Operating Officer of Network Forest                 
Products and not of the Company.                                                
(5) These figures are in Canadian Dollars.                                      

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.                                 

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.                                                                    

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

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

On January 15, 1996, the Company entered into a Consulting                      
Agreement with Leonard Rosenberg, the father of Alison Rosenberg                
Cohen, Secretary 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.                               

During fiscal 1999, 12,650,971 shares of Common Stock were issued               
in connection with conversions of certain debts owed by the                     
Company. One such debt was in the amount of $29,122 owed to Liberty             
Consulting Ltd. ( Liberty ), a shareholder of the Company. In                   
connection with the conversion of such debt, the Company issued                 
Liberty 832,057 shares of Common Stock. A debt of $218,000                      
representing unpaid dividends owed to Holograph Investment Corp.                
(see above) was converted to 6,228,571 shares of Common Stock.                  
Additionally, a debt of $195,662 representing accrued consulting                
fees owed to Gemini Integrated Financial Services Corp. ( Gemini )              
was converted into 5,590,343 shares of Common Stock.                            

Renee Rosenberg and Jonathan Leinwand are affiliates of Gemini.                 
Mrs. Rosenberg is the mother of Alison Cohen, secretary of the                  
Company, and Mr. Leinwand is Mrs. Cohen s brother-in-law. Mr.                   
Leinwand also acts as legal counsel to the Company. All three                   
conversions were made on April 30, 1999.                                        

Network leases its buildings and approximately 14 acres of land.                
Ten acres and the buildings are leased from an affiliated company               
partially owned by one of the shareholders. Four acres are leased               
from a third party. The lease is for a term of five years at a cost             
of $21,400 (Canadian Dollars) per month.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘DEFS14C’ Filing		Date		Other Filings
		11/27/00
		11/7/00
Filed on / For Period End:		11/6/00
		10/31/00		10-K,  NT 10-K
		1/12/00
		10/31/99		10-K
		4/30/99		10-Q,  NT 10-Q
		12/3/96
		1/15/96
		12/30/93
				List all Filings