As filed with the Securities and Exchange Commission on November 25, 2003
                               File No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                         VENTURES-NATIONAL INCORPORATED
                       (Name of Registrant in its charter)

      UTAH                                                       87-0433444
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                            (510) 824-1240 (Address,
                    including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                         VENTURES-NATIONAL INCORPORATED
                            STOCK COMPENSATION LETTER
                            (Full Title of the Plan)

                                 ROBERT E. CIRI
                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 824-1240
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                               Robert Steven Brown
                               John F. F. Watkins
                                Reitler Brown LLC
                          800 Third Avenue, 21st floor
                               New York, NY 10022
                                 (212) 209-3050

<PAGE>


                         CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                              PROPOSED    PROPOSED
                                               MAXIMUM    MAXIMUM
                                     AMOUNT   OFFERING   AGGREGATE   AMOUNT OF
          TITLE OF SECURITIES        TO BE    PRICE PER   OFFERING  REGISTRATION
           TO BE REGISTERED        REGISTERED   SHARE      PRICE        FEE
--------------------------------------------------------------------------------
Common Stock, par value $.001(1)    200,000     $0.61     $122,000    $10.00(1)
--------------------------------------------------------------------------------
(1)  The shares are to be issued pursuant to a stock compensation letter and the
     proposed  maximum  offering  price per share has been  estimated/determined
     pursuant to Rule 457(h), and is based on the closing price of the Company's
     Common Stock on the OTCBB market on November 24, 2003.


                                       2
<PAGE>


                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

        The documents containing the information  specified in this Item will be
sent or given  free of charge to  Reitler  Brown LLC,  or its  designee,  Robert
Steven  Brown,  800 Third  Avenue,  21st  Floor,  New York,  New York 10022 (the
"Consultant") under the Ventures-National Incorporated Stock Compensation Letter
with the Company  made as of October 22,  2003 (the  "Plan"),  and are not being
filed  with,  or  included  in, this  Registration  Statement  on Form S-8 (this
"Registration  Statement"),  in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

       The documents  containing the information  specified in this Item will be
sent or given free of charge to the Consultant  with respect to shares of Common
Stock issued  pursuant to the Plan and are not being filed with, or included in,
this Registration Statement, in accordance with the rules and regulations of the
Commission.


                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The  following  documents  which  heretofore  have  been  filed  with the
Commission by Ventures-National  Incorporated, a Utah corporation (the "Company"
or "Registrant"), are incorporated by reference in this Registration Statement:

(a)    the  Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
       August 31, 2002;

(b)    the  Registrant's  Quarterly  Report,  on Form 10-QSB for the fiscal nine
       months ended May 31, 2003, the fiscal six months ended February 28, 2003,
       and the fiscal three months ended November 30, 2002; and

(c)    the  Registrant's  Current  Reports on Form 8-K and amendments thereto on
       form 8-K/A, filed with the Commission on September 4, 2002, September 11,
       2002,  September 20, 2002,  September 23, 2002, October 1, 2002, December
       9, 2002,  December  18, 2002,  February  19, 2003,  February 27, 2003 (as
       amended on April 15,  2003),  March 3, 2003,  March 10,  2003,  March 11,
       2003,  April 15, 2003, May 2, 2003, May 15, 2003, May 15, 2003,  July 31,
       2003.

       All documents  filed by the Registrant  with the  Commission  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  subsequent  to the date hereof and prior to the
filing  of a  post-effective  amendment,  which  indicates  that all  securities
offered have been sold or which  deregisters  all such securities then remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

       The  Registrant  is authorized  to issue one class of  securities,  being
comprised of $0.001 par value common voting stock. The holders of the $0.001 par
value  common  stock of the  Registrant  have  traditional  rights as to voting,
dividends and  liquidation.  All shares of common stock are entitled to one vote
on all matters;  there are no pre-emptive  rights and  cumulative  voting is not
allowed.  The  common  stock  is  not  subject  to  redemption  and  carries  no
subscription  or  conversion   rights.  In  the  event  of  liquidation  of  the
Registrant,  the  holders  of common  stock are  entitled  to share  equally  in
corporate assets after satisfaction of all liabilities.

                                       3
<PAGE>


ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  16-10a-902(1) of the Utah Revised Business Corporation Act authorizes a
Utah  corporation to indemnify any director  against  liability  incurred in any
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.

Section 16-10a-902(4)  prohibits a Utah corporation from indemnifying a director
in a proceeding by or in the right of the  corporation in which the director was
adjudged  liable to the corporation or in a proceeding in which the director was
adjudged  liable on the basis  that he or she  improperly  received  a  personal
benefit. Otherwise,  Section 16-10a-902(5) allows indemnification for reasonable
expenses  incurred  in  connection  with a  proceeding  by or in the  right of a
corporation.

Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a
director to apply for  indemnification to the court conducting the proceeding or
another  court of competent  jurisdiction.  Section  16-10a-907(1)  extends this
right to officers of a corporation as well.

Unless limited by the Articles of  Incorporation,  Section  16-10a-903  requires
that a  corporation  indemnify a director who was  successful,  on the merits or
otherwise,  in defending  any  proceeding to which he or she was a party against
reasonable  expenses  incurred in connection  therewith.  Section  16-10a-907(1)
extends this protection to officers of a corporation as well.

Pursuant to Section  16-10a-904(1),  the  corporation  may advance a  director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard  of conduct  specified  in Section  16-10a-902.  Unless  limited by the
Articles of  Incorporation,  Section 16- 10a-907(2)  extends this  protection to
officers, employees, fiduciaries and agents of a corporation as well.

Regardless of whether a director, officer, employee,  fiduciary or agent has the
right to indemnity  under the Utah Revised  Business  Corporation  Act,  Section
16-10a-908  allows the corporation to purchase and maintain  insurance on his or
her behalf against liability resulting from his or her corporate role.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.
Exhibit

     5.1       Opinion of Leonard Neilson, Attorney at Law.

     23.1      Consent of Stonefield  Josephson,  Inc.,  independent auditors of
               Registrant.

     23.2      Consent of Leonard Neilson,  Attorney at Law (included in Exhibit
               5 opinion letter).

     24.1      Power of Attorney (included on signature page).

     99.1      Ventures-National Incorporated Stock Compensation Letter, made as
               of November 20, 2003 between Registrant and Robert Steven Brown.

                                       4
<PAGE>


ITEM 9. UNDERTAKINGS.

(a)    The undersigned Registrant hereby undertakes:

       (1)    To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)    to include any prospectus  required by Section  10(a)(3) of
                     the Securities Act of 1933;

              (ii)   to reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement; and

              (iii)  to include any  material  information  with  respect to the
                     plan  of  distribution  not  previously  disclosed  in  the
                     registration  statement  or any  material  change  to  such
                     information in the registration statement.

       (2)    That,  for the  purpose of  determining  any  liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

       (3)    To remove from registration by means of a post-effective amendment
              any of the securities  being registered which remain unsold at the
              termination of the offering.

(b)    The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.


(c)    Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       5
<PAGE>


                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fremont, State of California, on November 23, 2003.


                                      VENTURES-NATIONAL INCORPORATED


                                      BY:
                                                 /s/ Robert E. Ciri
                                         ---------------------------------------
                                         Robert E. Ciri, Chief Executive Officer


                                       6
<PAGE>


                                 SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

       The undersigned officers and directors of Ventures-National  Incorporated
hereby constitute and appoint Andrew Glashow,  with power to act one without the
other,  our true and  lawful  attorney-in-fact  and  agent  with  full  power of
substitution  and  resubstitution,  for  us and in our  stead,  in any  and  all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration  Statement and all documents relating thereto,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES                TITLE                                DATE
----------                -----                                ----

/s/ Robert E. Ciri        Chairman of the Board of Directors   November 23, 2003
----------------------    and Chief Executive Officer and
Robert E. Ciri            Director
                          (Principal Executive Officer)

/s/ Dan Guimond           Acting Chief Financial Officer       November 23, 2003
----------------------    (Principal Financial and
Dan Guimond               Accounting Officer)

/s/ Andrew J. Glashow     President and Director               November 23, 2003
----------------------
Andrew J. Glashow

                          Director
----------------------
James E. Patty

/s/David M. Marks         Director                             November 23, 2003
----------------------
David M. Marks

                          Director
----------------------
Joel Gold
                                       7
<PAGE>


Exhibit Index

     5.1       Opinion of Leonard Neilson, Attorney at Law.

     23.1      Consent of Stonefield  Josephson,  Inc.,  independent auditors of
               Registrant.

     23.2      Consent of Leonard Neilson,  Attorney at Law (included in Exhibit
               5 opinion letter).

     24.1      Power of Attorney (included on signature page).

     99.1      Ventures-National Incorporated Stock Compensation Letter, made as
               of November 20, 2003 between Registrant and Robert Steven Brown.


                                       8
[{"type": "S-8", "sequence": "1", "filename": "c30010_s-8.txt", "secsgml_size_bytes": 17636}]
{"company-data": {"conformed-name": "VENTURES NATIONAL INC", "cik": "0000770471", "assigned-sic": "3672", "irs-number": "870433444", "state-of-incorporation": "UT", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-110732", "film-number": "031022464"}, "business-address": {"street1": "5525 SOUTH 900 EAST", "street2": "#110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117", "phone": "8133281002"}, "mail-address": {"street1": "5525 SOUTH 900 EAST", "street2": "#110", "city": "SALT LAKE CITY", "state": "UT", "zip": "84117"}}
As filed with the Securities and Exchange Commission on November 25, 2003
                               File No. 333-_____

                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                    FORM S-8
                             Registration Statement
                        Under the Securities Act of 1933

                         VENTURES-NATIONAL INCORPORATED
                       (Name of Registrant in its charter)

      UTAH                                                       87-0433444
(State or jurisdiction of                                     (I.R.S. Employer
incorporation or organization)                               Identification No.)

                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                            (510) 824-1240 (Address,
                    including zip code, and telephone number,
        including area code, of Registrant's principal executive offices)

                         VENTURES-NATIONAL INCORPORATED
                            STOCK COMPENSATION LETTER
                            (Full Title of the Plan)

                                 ROBERT E. CIRI
                        44358 OLD WARM SPRINGS BOULEVARD
                            FREMONT, CALIFORNIA 94538
                                 (510) 824-1240
            (Name, address, including zip code, and telephone number,
                   including area code, of agent for service)

                                 With copies to:

                               Robert Steven Brown
                               John F. F. Watkins
                                Reitler Brown LLC
                          800 Third Avenue, 21st floor
                               New York, NY 10022
                                 (212) 209-3050
CALCULATION OF REGISTRATION FEE
--------------------------------------------------------------------------------
                                              PROPOSED    PROPOSED
                                               MAXIMUM    MAXIMUM
                                     AMOUNT   OFFERING   AGGREGATE   AMOUNT OF
          TITLE OF SECURITIES        TO BE    PRICE PER   OFFERING  REGISTRATION
           TO BE REGISTERED        REGISTERED   SHARE      PRICE        FEE
--------------------------------------------------------------------------------
Common Stock, par value $.001(1)    200,000     $0.61     $122,000    $10.00(1)
--------------------------------------------------------------------------------
(1)  The shares are to be issued pursuant to a stock compensation letter and the
     proposed  maximum  offering  price per share has been  estimated/determined
     pursuant to Rule 457(h), and is based on the closing price of the Company's
     Common Stock on the OTCBB market on November 24, 2003.

                                       2
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

ITEM 1.  PLAN INFORMATION

        The documents containing the information  specified in this Item will be
sent or given  free of charge to  Reitler  Brown LLC,  or its  designee,  Robert
Steven  Brown,  800 Third  Avenue,  21st  Floor,  New York,  New York 10022 (the
"Consultant") under the Ventures-National Incorporated Stock Compensation Letter
with the Company  made as of October 22,  2003 (the  "Plan"),  and are not being
filed  with,  or  included  in, this  Registration  Statement  on Form S-8 (this
"Registration  Statement"),  in accordance with the rules and regulations of the
Securities and Exchange Commission (the "Commission").

ITEM 2.  REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION

       The documents  containing the information  specified in this Item will be
sent or given free of charge to the Consultant  with respect to shares of Common
Stock issued  pursuant to the Plan and are not being filed with, or included in,
this Registration Statement, in accordance with the rules and regulations of the
Commission.

                                     PART II
               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

       The  following  documents  which  heretofore  have  been  filed  with the
Commission by Ventures-National  Incorporated, a Utah corporation (the "Company"
or "Registrant"), are incorporated by reference in this Registration Statement:

(a)    the  Registrant's  Annual Report on Form 10-KSB for the fiscal year ended
       August 31, 2002;

(b)    the  Registrant's  Quarterly  Report,  on Form 10-QSB for the fiscal nine
       months ended May 31, 2003, the fiscal six months ended February 28, 2003,
       and the fiscal three months ended November 30, 2002; and

(c)    the  Registrant's  Current  Reports on Form 8-K and amendments thereto on
       form 8-K/A, filed with the Commission on September 4, 2002, September 11,
       2002,  September 20, 2002,  September 23, 2002, October 1, 2002, December
       9, 2002,  December  18, 2002,  February  19, 2003,  February 27, 2003 (as
       amended on April 15,  2003),  March 3, 2003,  March 10,  2003,  March 11,
       2003,  April 15, 2003, May 2, 2003, May 15, 2003, May 15, 2003,  July 31,
       2003.

       All documents  filed by the Registrant  with the  Commission  pursuant to
Sections 13(a),  13(c),  14 or 15(d) of the Securities  Exchange Act of 1934, as
amended (the  "Exchange  Act"),  subsequent  to the date hereof and prior to the
filing  of a  post-effective  amendment,  which  indicates  that all  securities
offered have been sold or which  deregisters  all such securities then remaining
unsold,  shall be deemed to be incorporated by reference herein and to be a part
hereof from the date of filing of such documents. Any statement contained herein
or in a document  incorporated or deemed to be incorporated by reference  herein
shall be deemed to be modified or superseded  for purposes of this  Registration
Statement  to the  extent  that a  statement  contained  herein  or in any other
subsequently  filed  document  which  also  is  incorporated  or  deemed  to  be
incorporated by reference herein modifies or supersedes such statement. Any such
statement so modified or superseded  shall not be deemed,  except as so modified
or superseded, to constitute a part of this Registration Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

       The  Registrant  is authorized  to issue one class of  securities,  being
comprised of $0.001 par value common voting stock. The holders of the $0.001 par
value  common  stock of the  Registrant  have  traditional  rights as to voting,
dividends and  liquidation.  All shares of common stock are entitled to one vote
on all matters;  there are no pre-emptive  rights and  cumulative  voting is not
allowed.  The  common  stock  is  not  subject  to  redemption  and  carries  no
subscription  or  conversion   rights.  In  the  event  of  liquidation  of  the
Registrant,  the  holders  of common  stock are  entitled  to share  equally  in
corporate assets after satisfaction of all liabilities.

                                       3
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section  16-10a-902(1) of the Utah Revised Business Corporation Act authorizes a
Utah  corporation to indemnify any director  against  liability  incurred in any
proceeding if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,  and,
with respect to any criminal  action or proceeding,  had no reasonable  cause to
believe his or her conduct was unlawful.

Section 16-10a-902(4)  prohibits a Utah corporation from indemnifying a director
in a proceeding by or in the right of the  corporation in which the director was
adjudged  liable to the corporation or in a proceeding in which the director was
adjudged  liable on the basis  that he or she  improperly  received  a  personal
benefit. Otherwise,  Section 16-10a-902(5) allows indemnification for reasonable
expenses  incurred  in  connection  with a  proceeding  by or in the  right of a
corporation.

Unless limited by the Articles of Incorporation, Section 16-10a-905 authorizes a
director to apply for  indemnification to the court conducting the proceeding or
another  court of competent  jurisdiction.  Section  16-10a-907(1)  extends this
right to officers of a corporation as well.

Unless limited by the Articles of  Incorporation,  Section  16-10a-903  requires
that a  corporation  indemnify a director who was  successful,  on the merits or
otherwise,  in defending  any  proceeding to which he or she was a party against
reasonable  expenses  incurred in connection  therewith.  Section  16-10a-907(1)
extends this protection to officers of a corporation as well.

Pursuant to Section  16-10a-904(1),  the  corporation  may advance a  director's
expenses incurred in defending any proceeding upon receipt of an undertaking and
a written affirmation of his or her good faith belief that he or she has met the
standard  of conduct  specified  in Section  16-10a-902.  Unless  limited by the
Articles of  Incorporation,  Section 16- 10a-907(2)  extends this  protection to
officers, employees, fiduciaries and agents of a corporation as well.

Regardless of whether a director, officer, employee,  fiduciary or agent has the
right to indemnity  under the Utah Revised  Business  Corporation  Act,  Section
16-10a-908  allows the corporation to purchase and maintain  insurance on his or
her behalf against liability resulting from his or her corporate role.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not Applicable

ITEM 8. EXHIBITS.
Exhibit

     5.1       Opinion of Leonard Neilson, Attorney at Law.

     23.1      Consent of Stonefield  Josephson,  Inc.,  independent auditors of
               Registrant.

     23.2      Consent of Leonard Neilson,  Attorney at Law (included in Exhibit
               5 opinion letter).

     24.1      Power of Attorney (included on signature page).

     99.1      Ventures-National Incorporated Stock Compensation Letter, made as
               of November 20, 2003 between Registrant and Robert Steven Brown.

                                       4
ITEM 9. UNDERTAKINGS.

(a)    The undersigned Registrant hereby undertakes:

       (1)    To file,  during  any  period  in which  offers or sales are being
              made, a post-effective amendment to this registration statement:

              (i)    to include any prospectus  required by Section  10(a)(3) of
                     the Securities Act of 1933;

              (ii)   to reflect in the  prospectus  any facts or events  arising
                     after the effective date of the registration  statement (or
                     the most recent  post-effective  amendment  thereof) which,
                     individually  or in the aggregate,  represent a fundamental
                     change in the  information  set  forth in the  registration
                     statement; and

              (iii)  to include any  material  information  with  respect to the
                     plan  of  distribution  not  previously  disclosed  in  the
                     registration  statement  or any  material  change  to  such
                     information in the registration statement.

       (2)    That,  for the  purpose of  determining  any  liability  under the
              Securities Act of 1933, each such  post-effective  amendment shall
              be  deemed  to be a new  registration  statement  relating  to the
              securities offered therein, and the offering of such securities at
              that time  shall be deemed to be the  initial  bona fide  offering
              thereof.

       (3)    To remove from registration by means of a post-effective amendment
              any of the securities  being registered which remain unsold at the
              termination of the offering.

(b)    The  undersigned  Registrant  hereby  undertakes  that,  for  purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
Registrant's  annual  report  pursuant to Section  13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
registration  statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(c)    Insofar as indemnification  for liabilities  arising under the Securities
Act of 1933 may be permitted to directors,  officers, and controlling persons of
the  Registrant  pursuant  to  the  foregoing  provisions,   or  otherwise,  the
Registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the Registrant of expenses
incurred or paid by a director, officer, or controlling person of the Registrant
in the  successful  defense of any action,  suit, or  proceeding) is asserted by
such director,  officer, or controlling person in connection with the securities
being registered,  the Registrant will, unless in the opinion of its counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

                                       5
SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  Registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  registration
statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fremont, State of California, on November 23, 2003.

                                      VENTURES-NATIONAL INCORPORATED

                                      BY:
                                                 /s/ Robert E. Ciri
                                         ---------------------------------------
                                         Robert E. Ciri, Chief Executive Officer

                                       6
SIGNATURE PAGE
                                       AND
                                POWER OF ATTORNEY

       The undersigned officers and directors of Ventures-National  Incorporated
hereby constitute and appoint Andrew Glashow,  with power to act one without the
other,  our true and  lawful  attorney-in-fact  and  agent  with  full  power of
substitution  and  resubstitution,  for  us and in our  stead,  in any  and  all
capacities to sign any and all amendments (including post-effective  amendments)
to this Registration  Statement and all documents relating thereto,  and to file
the  same,  with  all  exhibits  thereto,  and  other  documents  in  connection
therewith,  with the  Securities  and Exchange  Commission,  granting  unto said
attorney-in-fact  and agent, full power and authority to do and perform each and
every act and thing necessary or advisable to be done in and about the premises,
as fully to all intents  and  purposes as he or she might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact and agent, or his
or her substitutes, may lawfully do or cause to be done by virtue hereof.

SIGNATURES                TITLE                                DATE
----------                -----                                ----

/s/ Robert E. Ciri        Chairman of the Board of Directors   November 23, 2003
----------------------    and Chief Executive Officer and
Robert E. Ciri            Director
                          (Principal Executive Officer)

/s/ Dan Guimond           Acting Chief Financial Officer       November 23, 2003
----------------------    (Principal Financial and
Dan Guimond               Accounting Officer)

/s/ Andrew J. Glashow     President and Director               November 23, 2003
----------------------
Andrew J. Glashow

                          Director
----------------------
James E. Patty

/s/David M. Marks         Director                             November 23, 2003
----------------------
David M. Marks

                          Director
----------------------
Joel Gold
                                       7
Exhibit Index

     5.1       Opinion of Leonard Neilson, Attorney at Law.

     23.1      Consent of Stonefield  Josephson,  Inc.,  independent auditors of
               Registrant.

     23.2      Consent of Leonard Neilson,  Attorney at Law (included in Exhibit
               5 opinion letter).

     24.1      Power of Attorney (included on signature page).

     99.1      Ventures-National Incorporated Stock Compensation Letter, made as
               of November 20, 2003 between Registrant and Robert Steven Brown.

                                       8