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
September 18, 2002
------------------
(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.)
1855 Norman Avenue, Santa Clara, California 95054-2029
------------------------------------------------------
(Address of principal executive offices)
(408) 727-7513
--------------
(Registrant's telephone number, including area code)
(Former name or former address, if changed since last report.)
Item 4. Change In Registrant's Certifying Accountant
(a) Previous independent accountant:
(1) On September 16, 2002, as a result of the merger of Titan EMS
Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of the Registrant, with and into Titan EMS, Inc., a
Delaware corporation ("Titan"), pursuant to and in connection
with which the stockholders of Titan received approximately
79.9% of the outstanding common stock of the Registrant, the
Registrant dismissed Mantyla McReynolds LLC, which served as
the Registrant's independent public accountants since August
22, 2001 and engaged Stonefield Josephson, Inc.
(2) The reports issued by Mantyla McReynolds LLC on the financial
statements for the past two fiscal years of the Registrant did
not contain an adverse opinion nor a disclaimer of opinion,
and were not qualified or modified as to audit scope or
accounting principles, however, their opinion on the financial
statements for the years ended June 30, 2002 and 2001contained
an uncertainty that stated "the accompanying financial
statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has accumulated losses from
operations, minimal assets, and a net working capital
deficiency that raise substantial doubt about its ability to
continue as a going concern. Management's plans in regard to
these matters are also described in Note 2. The financial
statements do not include any adjustments that might result
from the outcome of this uncertainty."
(3) The Registrant's Board of Directors approved the decision to
change independent public accountants.
(4) In connection with its audits for the two most recent fiscal
years, there were no disagreements with on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Mantyla
McReynolds LLC, would have caused Mantyla McReynolds LLC to
make reference thereto in their report on the financial
statements for such years or such interim periods.
(5) The Registrant provided Mantyla McReynolds LLC with a copy of
the disclosures contained in this Form 8-K and requested that
Mantyla McReynolds LLC furnish it with a letter addressed to
the Commission stating whether or not it agrees with the above
statements. A copy of such letter, dated September 16, 2002,
is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent public accountants:
(1) The Registrant engaged Stonefield Josephson, Inc. as its new
independent public accountants as of September 16, 2002. The
Registrant's Board of Directors approved this on September 16,
2002.
(2) The Registrant requested Stonefield Josephson, Inc. to review
the disclosures contained in this Form 8-K prior to filing it
with the Commission. Stonefield Josephson, Inc. did not
furnish the Registrant with a letter containing any new
information, clarification, or disagreement with the
information set forth herein.
Item 7. Financial Statements and Exhibits
(a) Exhibits:
16.1 Letter from Mantyla McReynolds LLC
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: September 18, 2002
VENTURES-NATIONAL INCORPORATED
By: /s/ Louis George
-----------------------------------------
Name: Louis George
Title: President and Chief Executive Officer
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
16.1 Letter, dated September 16, 2002, from Mantyla McReynolds LLC,
addressed to Office of the Chief Accountant of the Securities
and Exchange Commission