CERTIFICATIONS
 
 I, Daniel
Guimond, certify that:
 
 1.  I
have reviewed this quarterly report ****** on Form
10-QSB of VENTURES-NATIONAL INCORPORATED
 2.  Based
on my knowledge, this quarterly report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly
report;
 
 3.  Based
on my knowledge, the financial statements, and other financial
information
 included
in this quarterly report, fairly present in all material respects the financial
condition, results of operations and cash flows of the registrant as of, and
 for, the periods presented in this quarterly report;
 
 4.  The
small business issuer’s other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(d)) and internal control
for financial reporting (as defined in Exchange Act Rules 13a-15(f) and
15d-15(f) for the small business issuer and we have:
 
 a)  designed
such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material
information relating to the small business issuer, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report ****** is being
prepared;
 
 b)
designed such internal control over financial reporting, or caused such internal
control over financial reporting to be designed under our supervision, to
provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;
 
 c)  evaluated
the effectiveness of the small business issuer’s disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and
 
 d)  disclosed
in this report any change in the small business issuer’s internal control over
financial reporting that occurred during the small business issuer’s most recent
fiscal quarter (the small business issuer’s fourth fiscal quarter in the case of
an annual report) that has materially affected, or is reasonably likely to
materially affect, the small business issuer’s internal control over financial
reporting; and
 
 5.  The
small business issuer’s other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to the
small business issuer’s auditors and the audit committee of the small business
issuer’s board of directors (or persons performing the equivalent
functions):
 
 a)  all
significant deficiencies or material weaknesses in the design or operation of
internal control over financial reporting which are reasonably likely to
adversely affect the small business issuer’s ability to record, process,
summarize and report financial information; and
 
 b)  any
fraud, whether or not material, that involves management or other employees who
have a significant role in the small business issuer’s internal control over
financial reporting
 
 ****Date: April 14, 2005
    By:
    /s/ Daniel
  GuimondDaniel GuimondTitle Chief Financial
      Officer
      (Principal Financial
Officer)