As filed with the Securities and Exchange Commission on February 18, 2000
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              VALUESTAR CORPORATION
             (Exact name of registrant as specified in its charter)

               Colorado                                       84-1202005
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)

                          360 - 22nd Street, Suite 210
                            Oakland, California 94612
               (Address of Principal Executive Offices) (Zip Code)

            ValueStar Corporation 1997 Stock Option Plan, as amended
              Non-Qualified Stock Option Agreement with James Stein
           Non-Qualified Stock Option Agreement with Joshua M. Felser
           Two Non-Qualified Stock Option Agreements with Robert Sick
                            (Full title of the Plans)

                                   James Stein
                      President and Chief Executive Officer
                              VALUESTAR CORPORATION
             360 - 22nd Street, Suite 210, Oakland, California 94612
                     (Name and address of agent for service)

                         Telephone Number (510) 808-1300
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                               Donald Reinke, Esq.
                            Bay Venture Counsel, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612
                               -------------------
<TABLE>
<CAPTION>
                         CALCULATION OF REGISTRATION FEE
=================================================================================================================================

  Title of Securities to          Amount to be           Proposed Maximum           Proposed Maximum               Amount of
       be Registered               Registered             Offering Price           Aggregate Offering           Registration Fee
                                                             per Share                   Price
---------------------------------------------------------------------------------------------------------------------------------
<S>                                    <C>                   <C>                       <C>                           <C>
Shares subject to
outstanding stock options              474,423               $4.11(1)                  $1,949,897                    $517.77
under the 1997 Plan not
previously registered

Shares issuable under                  275,577               $6.50(2)                  $1,791,251                    $472.89
1997 Plan options
available for grant

Issued to three persons as             671,600               $4.79(1)                  $3,216,964                    $849.28
compensation
=================================================================================================================================
<FN>
(1) Weighted average exercise price based on stock option exercise prices ranging from $2.00 to $7.00 per share.

(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the
    registration  fee on the basis of $6.50 per share  (which is the  average of the high and low prices of  Registrant's  Common
    Stock as reported on the OTC Bulletin Board on February15, 2000.
=================================================================================================================================
</FN>
</TABLE>


<PAGE>


                                EXPLANATORY NOTE


                   This  Registration  Statement  is being  filed to register an
         additional  750,000  shares of the common  stock par value  $.00025 per
         share of ValueStar  Corporation  which have been  reserved for issuance
         under the Company's 1997 Stock Option Plan, as amended;  and four stock
         option  agreements  between the  registrant  and one  director  and two
         executive  officers,  under which  671,600  shares of Common  Stock are
         available. A total of 500,000 shares of the Common Stock reserved under
         the Plan have previously been registered on a Registration Statement on
         Form S-8 (Registration No. 333-66191, filed on October 27, 1998).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


Item 3.  Incorporation of Documents by Reference.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the following documents and information  heretofore filed by Valuestar
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"Commission"):

         (a) The  Registrant's  Form  10-KSB for the fiscal  year ended June 30,
1999 as filed on  September  23, 1999  pursuant to Section 13 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         (b) The  Registrant's  Form  10-QSB  for  the  quarterly  period  ended
December  31, 1999 as filed on  February  9, 2000  pursuant to Section 13 of the
Exchange Act.

         (c) The  Registrant's  Form  10-QSB  for  the  quarterly  period  ended
September  30, 1999 as filed on November 12, 1999  pursuant to Section 13 of the
Exchange Act.

         (d) The  Registrant's  Form 8-K for the quarterly period ended as filed
on December 13, 1999 pursuant to Section 13 of the Exchange Act.

         (e) The description of Registrant's Common Stock contained in Item 8 of
Part I of the Registrant's  Registration  Statement on Form 10-SB filed with the
Commission  under the Exchange Act on May 29, 1997,  including  any amendment or
report filed for the purpose of updating such description.

         All documents  filed by the Registrant  pursuant to Sections 13 (a), 13
(c),  14 and 15 (d) of the  Exchange  Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining  unsold shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.


Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.

<PAGE>

         As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  provide that no director of the  registrant  shall be  personally
liable to the  registrant or any  shareholder  thereof for monetary  damages for
breach of his fiduciary duty as a director,  except liability (i) for any breach
of a Director's duty of loyalty to the registrant or its shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for acts in violation of Section  7-108-403 of
the Colorado  Business  Corporation Act, as it now exists or may be amended,  or
(iv) for any transaction  from which the Director  derives an improper  personal
benefit.

         As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  also provide that the  registrant  will  indemnify  its officers,
directors,  employees and agents against  attorneys' fees and other expenses and
liabilities they incur to defend, settle or satisfy any civil or criminal action
brought  against them arising out of their  association  with or  activities  on
behalf of the  registrant  as long as, in any such  action,  they  acted in good
faith and in his or her official capacity acted in a manner reasonably  believed
to be in the best  interests of the  registrant or in all other cases his or her
conduct  was  not  opposed  to  the  registrant's  best  interests.  However  no
indemnification  shall  be  made  if a  person  is  adjudged  to be  liable  for
negligence or misconduct in the performance of his duty to the  registrant.  The
registrant  may also bear the expenses of such  litigation  for any such persons
upon their promise to repay such sums if it is ultimately  determined  that they
are not entitled to indemnification.  Such expenditures could be substantial and
may not be recouped, even if the registrant is so entitled.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.
                  The following  exhibits are filed as part of this Registration
Statement:

         Exhibit Number     Description
         --------------     -----------
              5.*           Opinion of Bay Venture Counsel LLP.

             10.1           Second  Amendment  to 1997 Stock  Option  Plan dated
                            August 31,  1999 and  approved  by the  registrant's
                            shareholders  on November 19, 1999 (filed as Exhibit
                            10.8.3 to the registrant's  quarterly report on Form
                            10QSB as filed on February 9, 2000, and incorporated
                            by reference herein).

             10.2           Non-Qualified  Stock  Option  Agreement  dated as of
                            September 29, 1999 between the  registrant and James
                            Stein  (filed as Exhibit  10.16 to the  registrant's
                            quarterly  report on Form 10QSB as filed on February
                            9, 2000, and incorporated by reference herein).

             10.3           Non-Qualified  Stock  Option  Agreement  dated as of
                            November 6, 1999 between the  registrant  and Joshua
                            M.   Felser   (filed   as   Exhibit   10.17  to  the
                            registrant's quarterly report on Form 10QSB as filed
                            on February 9, 2000, and  incorporated  by reference
                            herein).

             10.4*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             10.5*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             23.1           Consent of Bay  Venture  Counsel LLP  (contained  in
                            opinion filed as Exhibit 5).

             23.2*          Consent of Moss Adams LLP.

             24             Power of Attorney (set forth on the  signature  page
                            of this Registration Statement).

             ------------------
             *filed herewith.

<PAGE>

Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be in the initial bona fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

<PAGE>

                                   SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Oakland, State of California, on February 18, 2000.

VALUESTAR CORPORATION,
a Colorado corporation



By:  /s/ James Stein
     James Stein
     President and Chief Executive Officer

<PAGE>

                                POWER OF ATTORNEY

<TABLE>
         KNOWN ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints James Stein as his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name,  place  and  stead,  and in any and all  capacities,  to sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,  with  the  Securities  and  Exchange  Commission  hereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.

         Further,  pursuant to the  requirements  of the Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.

<CAPTION>
Signature                                   Title                          Date
---------                                   -----                          ----

<S>                    <C>                                          <C>
/s/ James Stein            President, Chief Executive Officer       February 18, 2000
James Stein            and Director (Principal Executive Officer)


/s/ Michael J. Kelly                   Controller                   February 18, 2000
Michael J. Kelly             (Principal Accounting Officer)


/s/ James A. Barnes         Treasurer, Secretary and Director       February 18, 2000
James A. Barnes               (Principal Financial Officer)


/s/ Jerry E. Polis                      Director                    February 18, 2000
Jerry E. Polis


/s/ Fritz T. Beesemyer                  Director                    February 18, 2000
Fritz T. Beesemyer


/s/ Joshua M. Felser                    Director                    February 18, 2000
Joshua M. Felser


/s/ Steve Ledger                        Director                    February 18, 2000
Steve Ledger
</TABLE>

<PAGE>

                                      II-3

                                  EXHIBIT INDEX

         Exhibit Number     Description
         --------------     -----------
             5*             Opinion of Bay Venture Counsel LLP.

             10.1           Second  Amendment  to 1997 Stock  Option  Plan dated
                            August 31,  1999 and  approved  by the  registrant's
                            shareholders  on November 19, 1999 (filed as Exhibit
                            10.8.3 to the registrant's  quarterly report on Form
                            10QSB as filed on February 9, 2000, and incorporated
                            by reference herein).

             10.2           Non-Qualified  Stock  Option  Agreement  dated as of
                            September 29, 1999 between the  registrant and James
                            Stein  (filed as Exhibit  10.16 to the  registrant's
                            quarterly  report on Form 10QSB as filed on February
                            9, 2000, and incorporated by reference herein).

             10.3           Non-Qualified  Stock  Option  Agreement  dated as of
                            November 6, 1999 between the  registrant  and Joshua
                            M.   Felser   (filed   as   Exhibit   10.17  to  the
                            registrant's quarterly report on Form 10QSB as filed
                            on  February  9, 2000,  and  incorporated  herein by
                            reference).

             10.4*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             10.5*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             23.1           Consent of Bay  Venture  Counsel LLP  (contained  in
                            opinion filed as Exhibit 5).

             23.2*          Consent of Moss Adams LLP.

             24             Power of Attorney (set forth on the  signature  page
                            of this Registration Statement).

             ------------------
             *filed herewith.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 19280}]
{"company-data": {"conformed-name": "VALUESTAR CORP", "cik": "0000895262", "assigned-sic": "7200", "irs-number": "841202005", "state-of-incorporation": "CO", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30780", "film-number": "549742"}, "business-address": {"street1": "360-22ND STREET #210", "city": "OAKLAND", "state": "CA", "zip": "94612", "phone": "5108081300"}, "mail-address": {"street1": "360-22ND STREET #210", "city": "OAKLAND", "state": "CA", "zip": "94612"}}
As filed with the Securities and Exchange Commission on February 18, 2000
                                                    Registration No. 333-_______
================================================================================
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8
                          REGISTRATION STATEMENT UNDER
                           THE SECURITIES ACT OF 1933

                              VALUESTAR CORPORATION
             (Exact name of registrant as specified in its charter)

               Colorado                                       84-1202005
    (State or other jurisdiction of                        (I.R.S. Employer
    incorporation or organization)                        Identification No.)

                          360 - 22nd Street, Suite 210
                            Oakland, California 94612
               (Address of Principal Executive Offices) (Zip Code)

            ValueStar Corporation 1997 Stock Option Plan, as amended
              Non-Qualified Stock Option Agreement with James Stein
           Non-Qualified Stock Option Agreement with Joshua M. Felser
           Two Non-Qualified Stock Option Agreements with Robert Sick
                            (Full title of the Plans)

                                   James Stein
                      President and Chief Executive Officer
                              VALUESTAR CORPORATION
             360 - 22nd Street, Suite 210, Oakland, California 94612
                     (Name and address of agent for service)

                         Telephone Number (510) 808-1300
          (Telephone number, including area code, of agent for service)
                                    Copy to:
                               Donald Reinke, Esq.
                            Bay Venture Counsel, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612
                               -------------------
CALCULATION OF REGISTRATION FEE
=================================================================================================================================

  Title of Securities to          Amount to be           Proposed Maximum           Proposed Maximum               Amount of
       be Registered               Registered             Offering Price           Aggregate Offering           Registration Fee
                                                             per Share                   Price
---------------------------------------------------------------------------------------------------------------------------------
Shares subject to
outstanding stock options              474,423               $4.11(1)                  $1,949,897                    $517.77
under the 1997 Plan not
previously registered

Shares issuable under                  275,577               $6.50(2)                  $1,791,251                    $472.89
1997 Plan options
available for grant

Issued to three persons as             671,600               $4.79(1)                  $3,216,964                    $849.28
compensation
=================================================================================================================================
(1) Weighted average exercise price based on stock option exercise prices ranging from $2.00 to $7.00 per share.

(2) Estimated in accordance with Rule 457(h) of the Securities Act of 1933, as amended, solely for the purpose of calculating the
    registration  fee on the basis of $6.50 per share  (which is the  average of the high and low prices of  Registrant's  Common
    Stock as reported on the OTC Bulletin Board on February15, 2000.
=================================================================================================================================
EXPLANATORY NOTE

                   This  Registration  Statement  is being  filed to register an
         additional  750,000  shares of the common  stock par value  $.00025 per
         share of ValueStar  Corporation  which have been  reserved for issuance
         under the Company's 1997 Stock Option Plan, as amended;  and four stock
         option  agreements  between the  registrant  and one  director  and two
         executive  officers,  under which  671,600  shares of Common  Stock are
         available. A total of 500,000 shares of the Common Stock reserved under
         the Plan have previously been registered on a Registration Statement on
         Form S-8 (Registration No. 333-66191, filed on October 27, 1998).

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         There are  hereby  incorporated  by  reference  into this  Registration
Statement the following documents and information  heretofore filed by Valuestar
Corporation (the "Registrant") with the Securities and Exchange  Commission (the
"Commission"):

         (a) The  Registrant's  Form  10-KSB for the fiscal  year ended June 30,
1999 as filed on  September  23, 1999  pursuant to Section 13 of the  Securities
Exchange Act of 1934, as amended (the "Exchange Act").

         (b) The  Registrant's  Form  10-QSB  for  the  quarterly  period  ended
December  31, 1999 as filed on  February  9, 2000  pursuant to Section 13 of the
Exchange Act.

         (c) The  Registrant's  Form  10-QSB  for  the  quarterly  period  ended
September  30, 1999 as filed on November 12, 1999  pursuant to Section 13 of the
Exchange Act.

         (d) The  Registrant's  Form 8-K for the quarterly period ended as filed
on December 13, 1999 pursuant to Section 13 of the Exchange Act.

         (e) The description of Registrant's Common Stock contained in Item 8 of
Part I of the Registrant's  Registration  Statement on Form 10-SB filed with the
Commission  under the Exchange Act on May 29, 1997,  including  any amendment or
report filed for the purpose of updating such description.

         All documents  filed by the Registrant  pursuant to Sections 13 (a), 13
(c),  14 and 15 (d) of the  Exchange  Act after the date hereof and prior to the
filing of a post-effective amendment which indicates that the securities offered
hereby have been sold or which  deregisters  the securities  covered hereby then
remaining  unsold shall also be deemed to be incorporated by reference into this
Registration  Statement  and to be a part hereof  commencing  on the  respective
dates on which such documents are filed.

Item 4.  Description of Securities.

         Not applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not applicable.

Item 6.  Indemnification of Directors and Officers.
As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  provide that no director of the  registrant  shall be  personally
liable to the  registrant or any  shareholder  thereof for monetary  damages for
breach of his fiduciary duty as a director,  except liability (i) for any breach
of a Director's duty of loyalty to the registrant or its shareholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing  violation of law,  (iii) for acts in violation of Section  7-108-403 of
the Colorado  Business  Corporation Act, as it now exists or may be amended,  or
(iv) for any transaction  from which the Director  derives an improper  personal
benefit.

         As  permitted   by  Colorado   law,   the   registrant's   Articles  of
Incorporation  also provide that the  registrant  will  indemnify  its officers,
directors,  employees and agents against  attorneys' fees and other expenses and
liabilities they incur to defend, settle or satisfy any civil or criminal action
brought  against them arising out of their  association  with or  activities  on
behalf of the  registrant  as long as, in any such  action,  they  acted in good
faith and in his or her official capacity acted in a manner reasonably  believed
to be in the best  interests of the  registrant or in all other cases his or her
conduct  was  not  opposed  to  the  registrant's  best  interests.  However  no
indemnification  shall  be  made  if a  person  is  adjudged  to be  liable  for
negligence or misconduct in the performance of his duty to the  registrant.  The
registrant  may also bear the expenses of such  litigation  for any such persons
upon their promise to repay such sums if it is ultimately  determined  that they
are not entitled to indemnification.  Such expenditures could be substantial and
may not be recouped, even if the registrant is so entitled.
Item 7.  Exemption from Registration Claimed.

         Not applicable.

Item 8.           Exhibits.
                  The following  exhibits are filed as part of this Registration
Statement:

         Exhibit Number     Description
         --------------     -----------
              5.*           Opinion of Bay Venture Counsel LLP.

             10.1           Second  Amendment  to 1997 Stock  Option  Plan dated
                            August 31,  1999 and  approved  by the  registrant's
                            shareholders  on November 19, 1999 (filed as Exhibit
                            10.8.3 to the registrant's  quarterly report on Form
                            10QSB as filed on February 9, 2000, and incorporated
                            by reference herein).

             10.2           Non-Qualified  Stock  Option  Agreement  dated as of
                            September 29, 1999 between the  registrant and James
                            Stein  (filed as Exhibit  10.16 to the  registrant's
                            quarterly  report on Form 10QSB as filed on February
                            9, 2000, and incorporated by reference herein).

             10.3           Non-Qualified  Stock  Option  Agreement  dated as of
                            November 6, 1999 between the  registrant  and Joshua
                            M.   Felser   (filed   as   Exhibit   10.17  to  the
                            registrant's quarterly report on Form 10QSB as filed
                            on February 9, 2000, and  incorporated  by reference
                            herein).

             10.4*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             10.5*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             23.1           Consent of Bay  Venture  Counsel LLP  (contained  in
                            opinion filed as Exhibit 5).

             23.2*          Consent of Moss Adams LLP.

             24             Power of Attorney (set forth on the  signature  page
                            of this Registration Statement).

             ------------------
             *filed herewith.
Item 9.  Undertakings.

         (a)  The undersigned registrant hereby undertakes:

              (1) To file,  during any period in which offers or sales are being
made, a post-effective  amendment to this Registration  Statement to include any
material  information  with respect to the plan of  distribution  not previously
disclosed  in  the  Registration  Statement  or  any  material  change  to  such
information in the registration statement.

              (2) That, for the purpose of determining  any liability  under the
Securities  Act of 1933,  as  amended  (the  "Act"),  each  such  post-effective
amendment  shall be deemed to be a new  registration  statement  relating to the
securities  offered  therein,  and the offering of such  securities at that time
shall be deemed to be in the initial bona fide offering thereof.

              (3) To  remove  from  registration  by means  of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         (b) The Registrant  hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the  Registrant's  annual
report  pursuant to Section  13(a) or Section  15(d) of the  Exchange  Act (and,
where  applicable,  each  filing of an employee  benefit  plan's  annual  report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         (c) Insofar as  indemnification  for liabilities  arising under the Act
may  be  permitted  to  directors,  officers  and  controlling  persons  of  the
registrant pursuant to the foregoing  provisions,  or otherwise,  the registrant
has been advised that in the opinion of the Securities  and Exchange  Commission
such  indemnification  is against  public policy as expressed in the Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities  (other than the payment by the registrant of expenses incurred
or paid by a director,  officer or  controlling  person of the registrant in the
successful  defense of any  action,  suit or  proceeding)  is  asserted  by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction the question whether such  indemnification  by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Oakland, State of California, on February 18, 2000.

VALUESTAR CORPORATION,
a Colorado corporation

By:  /s/ James Stein
     James Stein
     President and Chief Executive Officer
POWER OF ATTORNEY

         KNOWN ALL MEN BY THESE  PRESENTS,  that  each  person  whose  signature
appears below hereby constitutes and appoints James Stein as his true and lawful
attorney-in-fact and agent, with full power of substitution,  for him and in his
name,  place  and  stead,  and in any and all  capacities,  to sign  any and all
amendments (including post-effective amendments) to this Registration Statement,
and to file  the  same,  with all  exhibits  thereto,  and  other  documents  in
connection  therewith,  with  the  Securities  and  Exchange  Commission  hereby
ratifying and confirming all that said attorney-in-fact, or his substitutes, may
do or cause to be done by virtue hereof.

         Further,  pursuant to the  requirements  of the Securities Act of 1933,
this  Registration  Statement  has been signed by the  following  persons in the
capacities and on the dates indicated.
Signature                                   Title                          Date
---------                                   -----                          ----
/s/ James Stein            President, Chief Executive Officer       February 18, 2000
James Stein            and Director (Principal Executive Officer)

/s/ Michael J. Kelly                   Controller                   February 18, 2000
Michael J. Kelly             (Principal Accounting Officer)

/s/ James A. Barnes         Treasurer, Secretary and Director       February 18, 2000
James A. Barnes               (Principal Financial Officer)

/s/ Jerry E. Polis                      Director                    February 18, 2000
Jerry E. Polis

/s/ Fritz T. Beesemyer                  Director                    February 18, 2000
Fritz T. Beesemyer

/s/ Joshua M. Felser                    Director                    February 18, 2000
Joshua M. Felser

/s/ Steve Ledger                        Director                    February 18, 2000
Steve Ledger
II-3

                                  EXHIBIT INDEX

         Exhibit Number     Description
         --------------     -----------
             5*             Opinion of Bay Venture Counsel LLP.

             10.1           Second  Amendment  to 1997 Stock  Option  Plan dated
                            August 31,  1999 and  approved  by the  registrant's
                            shareholders  on November 19, 1999 (filed as Exhibit
                            10.8.3 to the registrant's  quarterly report on Form
                            10QSB as filed on February 9, 2000, and incorporated
                            by reference herein).

             10.2           Non-Qualified  Stock  Option  Agreement  dated as of
                            September 29, 1999 between the  registrant and James
                            Stein  (filed as Exhibit  10.16 to the  registrant's
                            quarterly  report on Form 10QSB as filed on February
                            9, 2000, and incorporated by reference herein).

             10.3           Non-Qualified  Stock  Option  Agreement  dated as of
                            November 6, 1999 between the  registrant  and Joshua
                            M.   Felser   (filed   as   Exhibit   10.17  to  the
                            registrant's quarterly report on Form 10QSB as filed
                            on  February  9, 2000,  and  incorporated  herein by
                            reference).

             10.4*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             10.5*          Non-Qualified  Stock  Option  Agreement  dated as of
                            January 28, 2000 between the  registrant  and Robert
                            Sick.

             23.1           Consent of Bay  Venture  Counsel LLP  (contained  in
                            opinion filed as Exhibit 5).

             23.2*          Consent of Moss Adams LLP.

             24             Power of Attorney (set forth on the  signature  page
                            of this Registration Statement).

             ------------------
             *filed herewith.