U. S. Securities and Exchange Commission
                             Washington, D. C. 20549


                                  FORM 10-QSB/A2


[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

        For the quarterly period ended March 31, 2000

[ ]     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
        ACT OF 1934

         For the transition period from                to
                                        --------------    ------------------

                              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
                    (Address of Principal Executive Offices)

                    Issuer's Telephone Number: (801)262-8844

                              None, Not Applicable;

                                   -----------
          (Former Name or Former Address, if changed since last Report)


     Indicate  by check mark  whether the  Registrant  (1) has filed all reports
required to be filed by Sections 13 or 15(d) of the  Securities  Exchange Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
Registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days.

(1)  Yes  X    No              (2)  Yes  X   No
         ----     ----                  ----         ----
<PAGE>

APPLICABLE  ONLY TO  ISSUERS  INVOLVED  IN  BANKRUPTCY  PROCEEDINGS  DURING  THE
PRECEDING FIVE YEARS

     None, Not Applicable;

     APPLICABLE  ONLY  TO  CORPORATE  ISSUERS  Indicate  the  number  of  shares
outstanding  of each of the  Registrant's  classes  of common  stock,  as of the
latest practicable date:

                                  JUNE 30, 2000

                                   590,221,925

PART I - FINANCIAL INFORMATION

Item 1.Financial Statements.

     The Financial  Statements of the Registrant  required to be filed with this
10-QSB  Quarterly  Report  were  prepared  by  management  and  commence  on the
following page,  together with related Notes. In the opinion of management,  the
Financial Statements fairly present the financial condition of the Registrant.

<PAGE>
<TABLE>
<CAPTION>


                             VENTURES-NATIONAL, INC.
                          (A Development Stage Company)
                        Statements of Financial Position
      For the Period Ending March 31, 2000 and the Year Ended June 30, 1999




                                                                  March 31,      June 30,
                                                                     2000          1999

ASSETS

<S>                                                              <C>            <C>
Current assets                                                   $      -       $     -


      Total assets                                               $      -       $     -




LIABILITIES AND STOCKHOLDERS' DEFICIT

Current liabilities
  Loans from stockholders                                        $     1,543    $     -

    Total current liabilities                                          1,543          -

Stockholders' deficit
    Common stock, $.001 par value; 950,000,000
      shares authorized; 590,221,925 shares issued
       and outstanding                                               590,222       590,222

    Additional paid-in capital                                     1,838,735     1,838,735

    Accumulated deficit during the development stage              (2,430,500)   (2,428,957)


        Total stockholders' deficit                                   (1,543)         -


        Total liabilities and stockholders' deficit              $      -       $     -

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             VENTURES-NATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Operations
     For the three and nine month Periods Ending March 31, 2000 and 1999
                 and Cumulative from Inception to March 31, 2000



                                                                                             Cumulative
                                                                                             From
                                                                                             Inception
                                                                                             (January 1983)
                                              Three Months Ended     Nine Months Ended       To March 31,
                                              2000          1999     2000        1999        2000



<S>                                     <C>           <C>            <C>           <C>
Revenues                                $      -      $      -       $      -      $  -       $ 5,329,705

Operating expenses

    General and Administrative                1,427          -           1,543        -         7,417,861

Total operating expenses                      1,427          -           1,543        -         7,417,861

Loss before income taxes and
    discontinued operations                  (1,427)         -          (1,543)       -        (2,088,156)

Income taxes                                   -             -              -         -              -

Loss from discontinued operations              -             -              -         -          (342,344)

Net (loss)                                   (1,427)  $      -       $  (1,543)    $  -       $(2,430,500)

Basic and diluted (loss) per common share      -      $      -       $      -      $  -       $      -



Weighted average number of common
 shares used in per share calculation   590,221,925   590,221,925    590,221,925   520,889,448

</TABLE>
<PAGE>
<TABLE>
<CAPTION>

                             VENTURES-NATIONAL, INC.
                          (A Development Stage Company)
                            Statements of Cash Flows
     For the three and nine month Periods Ending March 31, 2000 and 1999
                 and Cumulative from Inception to March 31, 2000



                                                                                             Cumulative
                                                                                             From
                                                                                             Inception
                                                                                             (January 1983)
                                              Three Months Ended     Nine Months Ended       To March 31,
                                              2000          1999     2000        1999        2000
Cash Flows From Operating Activities

<S>                                     <C>           <C>            <C>           <C>
  Net (loss)                            $    (1,427)  $      -       $ (1,543)  $   -         $(2,088,156)
  Adjustments to reconcile net (loss) to net
    cash used in operating activities
    Depreciation                               -             -              -       -             178,755
    Loss from discontinued operations          -             -              -       -            (342,344)

      Net cash flows from operating activities(1,427)        -         (1,543)      -          (2,251,745)


Cash Flows From Investing Activities
  Acquisitions of property and equipment       -             -              -       -            (419,779)

      Net cash flows from investing activities -             -              -       -            (419,779)


Cash Flows From Financing Activities
  Proceeds from stock issuances                -             -              -       -           2,428,957
  Net proceeds from debt                       -             -              -       -             241,024
  Proceeds from shareholder loan              1,427          -          1,543       -               1,543

      Net cash flows from financing activities1,427          -          1,543       -           2,671,524

Net increase/decrease in cash                  -             -              -       -                -

Cash balance at beginning of period            -              -             -       -                -

Cash balance at end of period           $      -      $      -       $      -   $   -          $     -

</TABLE>
<PAGE>

Item 2.Management's Discussion and Analysis or Plan of Operation.

Plan of Operation.

     The Company has not engaged in any material operations in the period ending
March 31,  2000,  or since before  approximately  1989.  The Company  intends to
continue to seek out the acquisition of assets, property or business that may be
beneficial to the Company and its stockholders.

     The Company's only foreseeable cash requirements  during the next 12 months
will relate to  maintaining  the Company in good  standing in the State of Utah,
keeping its reports "current" with the Securities and Exchange Commission or the
payment of expenses  associated  with reviewing or  investigating  any potential
business  venture.  Management does not anticipate that the Company will have to
raise additional funds during the next 12 months,  however, if additional moneys
are needed,  they may be advanced by  management  or principal  stockholders  as
loans to the Company. Because the Company has not identified any such venture as
of the date of this Report,  it is  impossible  to predict the amont of any such
loan.  However,  any such loan will not exceed  $25,000  and will be on terms no
less favorable to the Company than would be available  from a commercial  lender
in an arm's length  transaction.  As of the date of this Report, the Company has
not begun seeking any acquisition.

Results of Operations.

     The Company has had no operations  during the quarterly  period ended March
31, 2000, or since on or before  approximately 1989. During the quarterly period
covered by this Report, the Company received no revenue and incurred expenses of
$1,543, stemming from general and administrative expenses.

Liquidity

     At March 31,  2000,  the Company had total  current  assets of $0 and total
liabilities of $1,543.

PART II - OTHER INFORMATION

Item 1.Legal Proceedings.

None; not applicable.

Item 2.Changes in Securities.

None; not applicable

Item 3.Defaults Upon Senior  Securities.

None; not applicable.

Item 4.Submission of Matters to a Vote of Security Holders.

None; not applicable

Item 5.Other Information.

None; applicable

Item 6.Exhibits and Reports on Form 8-K.

None; not applicable

(b)Reports on Form 8-K.

None; Not Applicable.


<PAGE>

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 thereunto duly authorized.

                                 VENTURES-NATIONAL, INC.



Date: 09/29/2000            /S/ JOHN WINCHESTER
                            John Winchester, President and Director



Date:09/29/2000             /S/ TYLER DESPAIN
                            Tyler Despain, Vice President and Director