VENTURES NATIONAL INC
8-K/A, 2000-09-06
BLANK CHECKS
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                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549


                                   FORM 8-K/A

                                 CURRENT REPORT


         Pursuant to Section 13 or 15(d) of the Securities Exchange Act



                                  APRIL 20, 2000
                        (Date of Earliest Event Reported)


                               Commission File No.
                                   -----------
                                   2-98075-D


                             VENTURES-NATIONAL, INC.
                      -------------------------------------
                 (Name of Small Business Issuer in its Charter)

           UTAH                                              87-0433444
         --------                                           ------------

(State or Other Jurisdiction of                     (I.R.S. Employer I.D. No.)
 incorporation or organization)


                         5525 SOUTH 900 EAST, SUITE 110
                           SALT LAKE CITY, UTAH 84117
                      (Principal Executive Office Address)


        Registrant's Telephone Number, Including Area Code: (801)262-8844


<PAGE>



Item 1.   Changes in Control of Registrant.

          None; not applicable.

Item 2.   Acquisition or Disposition of Assets.

          None; not applicable.

Item 3.   Bankruptcy or Receivership.

          None; not applicable
Item 4.   Changes in Registrant's Certifying Accountant.

     On April 20, 2000, the Company dismissed its certifying public accountants,
Neil,  James & Associates.  Neil,  James &  Associates,  report on the financial
statements  for the period as of January 28, 1989 and the related  statements of
operations,  stockholders'  equity(deficit)  and cash flows for the years  ended
February 28, 1989 and  February  29, 1988 did not contain an adverse  opinion or
disclaimer  of opinion,  and was not  qualified  or modified as to  uncertainty,
audit scope or  accounting  principles,  except  that their  report for the year
ended  February  28, 1989  contained  an  explanatory  paragraph  regarding  the
substantial  doubt about the Company's  ability to continue as a going  concern.
The decision to dismiss Neil, James & Associates,  was approved by the Company's
Board of Directors. The Company has not had any disagreements with Neil, James &
Associates,  on any matter of  accounting  principles  or  practices,  financial
statement  disclosure or auditing  scope or  procedure.  The Company has engaged
Thurman,  Shaw & Co., as its certifying  accountant as of June 29, 2000, for the
Company's fiscal year ending June 30, 2000.

     The Company was unable to contact Neil, James & Associates, they have since
relocated and have not been found or they are no longer in business.

     The Company has not consulted Thurman,  Shaw & Co.,  previously.  It is not
anticipated  that the reports of Thurman,  Shaw & Co.,  will contain any adverse
opinion or  disclaimer  of  opinion,  with the  exception  of a standard  "going
concern" qualification, if applicable.

     During the  Registrant's  three most recent calendar years, and since then,
neither  Thurman,  Shaw & Co. nor Neil,  James &  Associates,  has  advised  the
Company that any of the following exists or is applicable:

     (1) That  the  internal  controls  necessary  for the  Company  to  develop
     reliable  financial  statements do not exist,  that information has come to
     their  attention  that  has  led  them  to no  longer  be  able  to rely on
     management's  representations,  or  that  has  made  them  unwilling  to be
     associated with the financial statements prepared by management;

     (2) That the Company needs to expand  significantly the scope of its audit,
     or  that   information   has  come  to  their  attention  that  if  further
     investigated  may  materially  impact  the  fairness  or  reliability  of a
     previously  issued audit report or the underlying  financial  statements or
     any other financial presentation,  or cause them to be unwilling to rely on
     management's  representation or be associated with the Company's  financial
     statements for the foregoing reasons or any other reason.

     (3) That they have advised the Company that  information  has come to their
     attention  that they have  concluded  materially  impacts  the  fairness or
     reliability  of either a previously  issued audit report or the  underlying
     financial statements for the foregoing reasons or any other reason.

     During the Company's  three most recent  calendar years and since then, the
Company has not consulted Neil, James & Associates, regarding the application of
accounting principles to a specified transaction,  either completed or proposed;
or the type of audit opinion that might be rendered on the  Company's  financial
statements or any other financial presentation whatsoever.


Item 5.   Other Events.

          None; not applicable.

Item 6.   Resignations of Directors and Executive Officers.

          None; not applicable

Item 7.   Financial Statements and Exhibits.

          Financial Statements.
          ---------------------

          None; not applicable.

          Exhibits.
          ---------

          None;

Item 8.   Change in Fiscal Year.

          None; not applicable.



                                   SIGNATURES

          Pursuant to the  requirements of the Securities  Exchange Act of 1934,
the  Registrant  has duly  caused  this Report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                      VENTURES-NATIONAL, INC.


Date:  09/05/2000                   /S/LUKE BRADLEY
     ---------------                --------------------------------------
                                    Luke Bradley, Secretary and Director



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