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 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