As filed with the Securities and Exchange Commission on October 27, 1998
                                                   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.)

                               1120A Ballena Blvd.
                            Alameda, California           94501
               (Address of Principal Executive Offices) (Zip Code)

                              ValueStar Corporation
                  1992 Incentive Stock Option Plan, as amended
                1992 Non-Statutory Stock Option Plan, as amended
                       1996 Stock Option Plan, as amended
                       1997 Stock Option Plan, as amended
                      1997 Employee Stock Compensation Plan
       Stock Options Agreements between the Registrant and Three Directors
                            (Full title of the Plans)

                                   James Stein
                      President and Chief Executive Officer
                              VALUESTAR CORPORATION
                               1120A Ballena Blvd.
                            Alameda, California 94501
                     (Name and address of agent for service)

                         Telephone Number (510) 814-7070
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Bruce P. Johnson, Esq.
                         VENTURE COUNSEL ASSOCIATES, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612

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


<PAGE>


This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will thereafter be effected upon option exercises under the 1992 Incentive Stock
Option Plan, under which 250,000 shares of Common Stock are available;  the 1992
Non-Statutory  Stock Option Plan, under which 235,000 shares of Common Stock are
available;  the 1996 Stock Option  Plan,  under which  300,000  shares of Common
Stock are available;  the 1997 Stock Option Plan,  under which 500,000 shares of
Common Stock are available; and the 1997 Employee Stock Compensation Plan, under
which 1,100 shares of Common Stock are  available  (collectively,  the "Plans");
and three  stock  option  agreements  between  the  registrant  and three of the
registrant's  Directors,   under  which  200,000  shares  of  Common  Stock  are
available.

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      Proposed        Proposed                  
                      Number of        Maximum         Maximum        Amount    
       Title of        Shares         Aggregate       Aggregat          of      
   Securities to        to be         Offering        Offering      Registration
   be Registered     Registered       Price(1)        Price(1)         Fee      

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

Common Stock,         1,486,100       $0.74269        $1,103,715     $307.00
$.00025 par
value per share

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

(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee pursuant to Rule 457. The price per share and  aggregate
      offering  price are based  upon (a) the actual  exercise  price for shares
      subject to outstanding options previously granted under the Plans, (b) the
      average  of the bid and  asked  prices  of  registrant's  Common  Stock on
      October  26,  1998  as  reported  in the  over-the-counter  market  on the
      National  Association of Securities Dealers OTC Electronic  Bulletin Board
      System for shares  issuable  under  options  available for grant under the
      Plans, and (c) the actual exercise price for shares subject to outstanding
      options  granted  outside  the  Plans.   The  following  chart  shows  the
      calculation of the registration fee.

<TABLE>
<CAPTION>
                                  NUMBER OF SHARES    OFFERING PRICE PER      AGGREGATE OFFERING
TYPES OF SHARES                                            SHARE                    PRICE
<S>                                    <C>                 <C>                     <C>     
Shares subject to
outstanding stock options              
under the Plans                        879,383             $0.60948(i)             $535,967

Shares issuable under Plan
options available for grant            406,717             $0.78125                $317,748

Shares subject to
outstanding stock options              
outside the Plans                      200,000              $1.25                  $250,000

<FN>
(i)  Weighted  average  exercise  price based on stock  option  exercise  prices
ranging from $0.40 to $1.00 per share.
</FN>
</TABLE>


<PAGE>

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT



Item 3.  Incorporation of Documents by Reference.

         The  documents  listed in (a)  through  (d) below are  incorporated  by
reference in this Registration Statement.

         (a) The  registrant's  annual report on Form 10-KSB for the fiscal year
ended June 30, 1998, which was filed with the Securities and Exchange Commission
(the "Commission") on September 21, 1998.

         (b) All other reports filed by the registrant since June 30, 1998, with
the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (c) The description of securities to be registered  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.

         (d) All  documents  subsequently  filed by the  registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

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

                                       3

<PAGE>

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.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)

                                       4

<PAGE>


Item 8.  Exhibits.

Exhibit Number             Exhibit Description
--------------             -----------------------------------------------------

      5                    Opinion of Venture Counsel Associates,  LLP as to the
                           legality of the securities being registered.

    10.1                   1992  Incentive  Stock Option Plan, as amended (filed
                           as  Exhibit  6.2  to  the  registrant's  registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.2                   1992  Non-Statutory  Stock  Option  Plan,  as amended
                           (filed   as   Exhibit   6.3   to   the   registrant's
                           registration  statement on Form 10-SB as filed on May
                           29, 1997, and incorporated by reference herein).

    10.3                   1996 Stock Option Plan, as amended  (filed as Exhibit
                           6.7 to the  registrant's  registration  statement  on
                           Form 10-SB as filed on May 29, 1997, and incorporated
                           by reference herein).

    10.4                   1997 Stock  Option  Plan (filed as Exhibit 6.8 to the
                           registrant's  registration statement on Form 10-SB as
                           filed on May 29, 1997, and  incorporated by reference
                           herein).

    10.4.1                 1997 Stock Option  Plan,  First  Amendment  (filed as
                           Exhibit 10.8.2 to the  registrant's  annual report on
                           Form  10-KSB,  as filed on September  21,  1998,  and
                           incorporated by reference herein).

    10.5                   1997  Employee  Stock  Compensation  Plan  (filed  as
                           Exhibit   6.9   to  the   registrant's   registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.6                   Form of Non-qualified Stock Option Agreement dated as
                           of  July  6,  1998  between  the  Company  and  three
                           directors  covering an  aggregate  of 200,000  shares
                           (filed as Exhibit  10.10 to the  registrant's  annual
                           report  on Form  10-KSB,  as filed on  September  21,
                           1998, and incorporated by reference herein).

    23.1                   Consent of Moss Adams LLP, Independent Auditors.

    23.2                   Consent of Venture Counsel Associates, LLP (contained
                           in the opinion of counsel  filed as Exhibit 5 to this
                           Registration Statement).

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

                                       5

<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 undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the 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.

                                       6

<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 Alameda, State of California, on October 26, 1998.

                                       VALUESTAR CORPORATION,
                                       a Colorado corporation



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

                                       7

<PAGE>


                   POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

         Each person whose  signature  appears  below  constitutes  and appoints
James  Stein  and  James  Barnes,   and  each  of  them,  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to  sign  any or all  amendments  to this  Registration  Statement,
including  post-effective  amendments,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue thereof.

<TABLE>
         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              October 26, 1998
---------------------------------         and Director (Principal Executive
James Stein                               Officer)                         
                                          

 /s/ Michael J. Kelly                     Controller                                      October 26, 1998
-------------------------------           (Principal Accounting Officer) 
Michael J. Kelly                    

 /s/ James A. Barnes                      Treasurer, Secretary and Director               October 26, 1998
------------------------------            (Principal Financial Officer)
James A. Barnes                           

 /s/ Jerry E. Polis                       Director                                        October 26, 1998
---------------------------------
Jerry E. Polis
</TABLE>


<PAGE>


                                  Exhibit List

Exhibit Number             Exhibit Description
--------------             -----------------------------------------------------

      5                    Opinion of Venture Counsel Associates,  LLP as to the
                           legality of the securities being registered.

    10.1                   1992  Incentive  Stock Option Plan, as amended (filed
                           as  Exhibit  6.2  to  the  registrant's  registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.2                   1992  Non-Statutory  Stock  Option  Plan,  as amended
                           (filed   as   Exhibit   6.3   to   the   registrant's
                           registration  statement on Form 10-SB as filed on May
                           29, 1997, and incorporated by reference herein).

    10.3                   

                           1996 Stock Option Plan, as amended  (filed as Exhibit
                           6.7 to the  registrant's  registration  statement  on
                           Form 10-SB as filed on May 29, 1997, and incorporated
                           by reference herein).

    10.4                   1997 Stock  Option  Plan (filed as Exhibit 6.8 to the
                           registrant's  registration statement on Form 10-SB as
                           filed on May 29, 1997, and  incorporated by reference
                           herein).

    10.4.1                 1997 Stock Option  Plan,  First  Amendment  (filed as
                           Exhibit 10.8.2 to the  registrant's  annual report on
                           Form  10-KSB,  as filed on September  21,  1998,  and
                           incorporated by reference herein).

    10.5                   1997  Employee  Stock  Compensation  Plan  (filed  as
                           Exhibit   6.9   to  the   registrant's   registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.6                   Form of Non-qualified Stock Option Agreement dated as
                           of  July  6,  1998  between  the  Company  and  three
                           directors  covering an  aggregate  of 200,000  shares
                           (filed as Exhibit  10.10 to the  registrant's  annual
                           report  on Form  10-KSB,  as filed on  September  21,
                           1998, and incorporated by reference herein).

    23.1                   Consent of Moss Adams LLP, Independent Auditors.

    23.2                   Consent of Venture Counsel Associates, LLP (contained
                           in the opinion of counsel  filed as Exhibit 5 to this
                           Registration Statement).

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

                                       9
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 22123}]
{"company-data": {"conformed-name": "VALUESTAR CORP", "cik": "0000895262", "assigned-sic": "7200", "irs-number": "841202005", "state-of-incorporation": "CO", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-66191", "film-number": "98731441"}, "business-address": {"street1": "1120A BALLENA BLVD", "city": "ALAMEDA", "state": "CA", "zip": "94501", "phone": "5108147070"}, "mail-address": {"street1": "VALUESTAR CORP", "street2": "1120A BALLENA BLVD", "city": "ALAMEDA", "state": "CA", "zip": "94501"}}
As filed with the Securities and Exchange Commission on October 27, 1998
                                                   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.)

                               1120A Ballena Blvd.
                            Alameda, California           94501
               (Address of Principal Executive Offices) (Zip Code)

                              ValueStar Corporation
                  1992 Incentive Stock Option Plan, as amended
                1992 Non-Statutory Stock Option Plan, as amended
                       1996 Stock Option Plan, as amended
                       1997 Stock Option Plan, as amended
                      1997 Employee Stock Compensation Plan
       Stock Options Agreements between the Registrant and Three Directors
                            (Full title of the Plans)

                                   James Stein
                      President and Chief Executive Officer
                              VALUESTAR CORPORATION
                               1120A Ballena Blvd.
                            Alameda, California 94501
                     (Name and address of agent for service)

                         Telephone Number (510) 814-7070
          (Telephone number, including area code, of agent for service)

                                    Copy to:
                             Bruce P. Johnson, Esq.
                         VENTURE COUNSEL ASSOCIATES, LLP
                        1999 Harrison Street, Suite 1300
                            Oakland, California 94612

                                 --------------
This Registration  Statement shall become effective immediately upon filing with
the Securities and Exchange Commission,  and sales of the registered  securities
will thereafter be effected upon option exercises under the 1992 Incentive Stock
Option Plan, under which 250,000 shares of Common Stock are available;  the 1992
Non-Statutory  Stock Option Plan, under which 235,000 shares of Common Stock are
available;  the 1996 Stock Option  Plan,  under which  300,000  shares of Common
Stock are available;  the 1997 Stock Option Plan,  under which 500,000 shares of
Common Stock are available; and the 1997 Employee Stock Compensation Plan, under
which 1,100 shares of Common Stock are  available  (collectively,  the "Plans");
and three  stock  option  agreements  between  the  registrant  and three of the
registrant's  Directors,   under  which  200,000  shares  of  Common  Stock  are
available.

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

                         CALCULATION OF REGISTRATION FEE

================================================================================
                                      Proposed        Proposed                  
                      Number of        Maximum         Maximum        Amount    
       Title of        Shares         Aggregate       Aggregat          of      
   Securities to        to be         Offering        Offering      Registration
   be Registered     Registered       Price(1)        Price(1)         Fee      

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

Common Stock,         1,486,100       $0.74269        $1,103,715     $307.00
$.00025 par
value per share

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

(1)   Estimated  solely  for  the  purpose  of  calculating  the  amount  of the
      registration  fee pursuant to Rule 457. The price per share and  aggregate
      offering  price are based  upon (a) the actual  exercise  price for shares
      subject to outstanding options previously granted under the Plans, (b) the
      average  of the bid and  asked  prices  of  registrant's  Common  Stock on
      October  26,  1998  as  reported  in the  over-the-counter  market  on the
      National  Association of Securities Dealers OTC Electronic  Bulletin Board
      System for shares  issuable  under  options  available for grant under the
      Plans, and (c) the actual exercise price for shares subject to outstanding
      options  granted  outside  the  Plans.   The  following  chart  shows  the
      calculation of the registration fee.
NUMBER OF SHARES    OFFERING PRICE PER      AGGREGATE OFFERING
TYPES OF SHARES                                            SHARE                    PRICE
Shares subject to
outstanding stock options              
under the Plans                        879,383             $0.60948(i)             $535,967

Shares issuable under Plan
options available for grant            406,717             $0.78125                $317,748

Shares subject to
outstanding stock options              
outside the Plans                      200,000              $1.25                  $250,000
(i)  Weighted  average  exercise  price based on stock  option  exercise  prices
ranging from $0.40 to $1.00 per share.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The  documents  listed in (a)  through  (d) below are  incorporated  by
reference in this Registration Statement.

         (a) The  registrant's  annual report on Form 10-KSB for the fiscal year
ended June 30, 1998, which was filed with the Securities and Exchange Commission
(the "Commission") on September 21, 1998.

         (b) All other reports filed by the registrant since June 30, 1998, with
the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of
1934, as amended (the "Exchange Act").

         (c) The description of securities to be registered  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.

         (d) All  documents  subsequently  filed by the  registrant  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which de-registers all securities then remaining unsold, shall be deemed
to be  incorporated by reference in this  Registration  Statement and to be part
hereof from the date of filing of such documents.

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

                                       3
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.

                  (REMAINDER OF PAGE INTENTIONALLY LEFT BLANK.)

                                       4
Item 8.  Exhibits.

Exhibit Number             Exhibit Description
--------------             -----------------------------------------------------

      5                    Opinion of Venture Counsel Associates,  LLP as to the
                           legality of the securities being registered.

    10.1                   1992  Incentive  Stock Option Plan, as amended (filed
                           as  Exhibit  6.2  to  the  registrant's  registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.2                   1992  Non-Statutory  Stock  Option  Plan,  as amended
                           (filed   as   Exhibit   6.3   to   the   registrant's
                           registration  statement on Form 10-SB as filed on May
                           29, 1997, and incorporated by reference herein).

    10.3                   1996 Stock Option Plan, as amended  (filed as Exhibit
                           6.7 to the  registrant's  registration  statement  on
                           Form 10-SB as filed on May 29, 1997, and incorporated
                           by reference herein).

    10.4                   1997 Stock  Option  Plan (filed as Exhibit 6.8 to the
                           registrant's  registration statement on Form 10-SB as
                           filed on May 29, 1997, and  incorporated by reference
                           herein).

    10.4.1                 1997 Stock Option  Plan,  First  Amendment  (filed as
                           Exhibit 10.8.2 to the  registrant's  annual report on
                           Form  10-KSB,  as filed on September  21,  1998,  and
                           incorporated by reference herein).

    10.5                   1997  Employee  Stock  Compensation  Plan  (filed  as
                           Exhibit   6.9   to  the   registrant's   registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.6                   Form of Non-qualified Stock Option Agreement dated as
                           of  July  6,  1998  between  the  Company  and  three
                           directors  covering an  aggregate  of 200,000  shares
                           (filed as Exhibit  10.10 to the  registrant's  annual
                           report  on Form  10-KSB,  as filed on  September  21,
                           1998, and incorporated by reference herein).

    23.1                   Consent of Moss Adams LLP, Independent Auditors.

    23.2                   Consent of Venture Counsel Associates, LLP (contained
                           in the opinion of counsel  filed as Exhibit 5 to this
                           Registration Statement).

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

                                       5
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 undersigned  registrant hereby undertakes that, for purposes of
determining any liability under the 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.

                                       6
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 Alameda, State of California, on October 26, 1998.

                                       VALUESTAR CORPORATION,
                                       a Colorado corporation

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

                                       7
POWER OF ATTORNEY AND ADDITIONAL SIGNATURES

         Each person whose  signature  appears  below  constitutes  and appoints
James  Stein  and  James  Barnes,   and  each  of  them,  his  true  and  lawful
attorneys-in-fact   and   agents,   with   full   power  of   substitution   and
resubstitution,  for  him  and in his  name,  place  and  stead,  in any and all
capacities,  to  sign  any or all  amendments  to this  Registration  Statement,
including  post-effective  amendments,  and to file the same,  with all exhibits
thereto,  and other documents in connection  therewith,  with the Securities and
Exchange Commission,  granting unto said attorneys-in-fact and agents full power
and  authority  to do and  perform  each and every act and thing  requisite  and
necessary  to be done in and about the  premises,  as fully to all  intents  and
purposes as he might or could do in person,  hereby ratifying and confirming all
that said attorneys-in-fact and agents, or their substitutes, may lawfully do or
cause to be done by virtue thereof.

         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              October 26, 1998
---------------------------------         and Director (Principal Executive
James Stein                               Officer)                         
                                          

 /s/ Michael J. Kelly                     Controller                                      October 26, 1998
-------------------------------           (Principal Accounting Officer) 
Michael J. Kelly                    

 /s/ James A. Barnes                      Treasurer, Secretary and Director               October 26, 1998
------------------------------            (Principal Financial Officer)
James A. Barnes                           

 /s/ Jerry E. Polis                       Director                                        October 26, 1998
---------------------------------
Jerry E. Polis
Exhibit List

Exhibit Number             Exhibit Description
--------------             -----------------------------------------------------

      5                    Opinion of Venture Counsel Associates,  LLP as to the
                           legality of the securities being registered.

    10.1                   1992  Incentive  Stock Option Plan, as amended (filed
                           as  Exhibit  6.2  to  the  registrant's  registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.2                   1992  Non-Statutory  Stock  Option  Plan,  as amended
                           (filed   as   Exhibit   6.3   to   the   registrant's
                           registration  statement on Form 10-SB as filed on May
                           29, 1997, and incorporated by reference herein).

    10.3                   

                           1996 Stock Option Plan, as amended  (filed as Exhibit
                           6.7 to the  registrant's  registration  statement  on
                           Form 10-SB as filed on May 29, 1997, and incorporated
                           by reference herein).

    10.4                   1997 Stock  Option  Plan (filed as Exhibit 6.8 to the
                           registrant's  registration statement on Form 10-SB as
                           filed on May 29, 1997, and  incorporated by reference
                           herein).

    10.4.1                 1997 Stock Option  Plan,  First  Amendment  (filed as
                           Exhibit 10.8.2 to the  registrant's  annual report on
                           Form  10-KSB,  as filed on September  21,  1998,  and
                           incorporated by reference herein).

    10.5                   1997  Employee  Stock  Compensation  Plan  (filed  as
                           Exhibit   6.9   to  the   registrant's   registration
                           statement on Form 10-SB as filed on May 29, 1997, and
                           incorporated by reference herein).

    10.6                   Form of Non-qualified Stock Option Agreement dated as
                           of  July  6,  1998  between  the  Company  and  three
                           directors  covering an  aggregate  of 200,000  shares
                           (filed as Exhibit  10.10 to the  registrant's  annual
                           report  on Form  10-KSB,  as filed on  September  21,
                           1998, and incorporated by reference herein).

    23.1                   Consent of Moss Adams LLP, Independent Auditors.

    23.2                   Consent of Venture Counsel Associates, LLP (contained
                           in the opinion of counsel  filed as Exhibit 5 to this
                           Registration Statement).

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

                                       9