UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 JANUARY 13, 2004 ---------------- (Date of Report) VENTURES-NATIONAL INCORPORATED ------------------------------ (Exact name of registrant as specified in its charter) Utah 000-32847 87-0433444 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 44352 OLD WARM SPRINGS BOULEVARD, FREMONT, CALIFORNIA 94538 ----------------------------------------------------------- (Address of principal executive offices) (510) 824-1200 -------------- (Registrant's telephone number, including area code) -------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE On January 13, 2004, the Registrant held an analyst conference call during which it discussed the Registrant's results of operations for the quarter ended November 30, 2003, summarized the history and presented an outlook for the Registrant. A copy of the script from the conference call is attached hereto as Exhibit 99.1 ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (c) Exhibits. 99.1 - January 13, 2004 Conference Call Script SIGNATURE 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. DATED: JANUARY 13, 2004 VENTURES-NATIONAL INCORPORATED By: /S/ ANDREW GLASHOW ---------------------------- Name: Andrew Glashow Title: President