DIAMOND HOLDINGS, INC. - Quarter Report: 2019 April (Form 10-Q)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

Form 10-Q

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended April 30, 2019

[   ] Transition Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from __________ to __________

Commission file number 333-215459

Venture Vanadium Inc.

 (Exact name of registrant as specified in its charter)

Nevada (State or other jurisdiction of incorporation or organization)	2400 (Primary Standard Industrial Classification Code Number)	32-0507158 (I.R.S. Employer Identification Number)

One Oxford Centre, 301 Grant Street, Suite 4300, Pittsburgh, 15219

412-577-2499  

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 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. Yes (X)       No ( )

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes (X)       No (   )

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date:  54,430,000 common shares issued and outstanding as of June 21, 2019.

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Venture Vanadium Inc.

(Formerly Aura Energy Inc.)  

QUARTERLY REPORT ON FORM 10-Q

TABLE OF CONTENTS

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PART 1 – FINANCIAL INFORMATION

Item 1.  Financial Statements

The accompanying interim financial statements of Venture Vanadium Inc. (“the Company”, “we”, “us” or “our”), have been prepared without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with United States generally accepted principles have been condensed or omitted pursuant to such rules and regulations.

The interim financial statements are condensed and should be read in conjunction with the company’s latest annual financial statements.

In the opinion of management, the financial statements contain all material adjustments, consisting only of normal adjustments considered necessary to present fairly the financial condition, results of operations, and cash flows of the Company for the interim periods presented.

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Venture Vanadium Inc.

(Formerly Aura Energy Inc.)

BALANCE SHEETS

April 30, 2019

(Unaudited)

ASSETS		April 30, 2019		October 31, 2018
Current Assets
Cash and cash equivalents	$	131	$	5,719
Prepaid expense		-		4,338
Total Current Assets		131		10,057
Fixed Assets
Equipment, net		-		8,836
Total Non-current Assets		-		8,836
Total Assets	$	131	$	18,893
LIABILITIES AND STOCKHOLDER’S EQUITY
Liabilities
Current Liabilities
Related Party Loans	$	36,745	$	25,900
Total Current Liabilities		36,745		25,900
Total Liabilities		36,745		25,900
Stockholder’s Equity
Common stock, par value $0.001; 750,000,000 shares authorized, 53,280,000 and 4,440,000 shares issued and outstanding respectively		53,280		4,440
Discount on common stock		(21,800)		-
Additional paid in capital		-		27,040
Retained earnings (accumulated deficit)		(68,094)		(38,487)
Total Stockholder’s Deficit		(36,614)		(7,007)
Total Liabilities and Stockholder’s Equity	$	131	$	18,893

See accompanying notes, which are an integral part of these financial statements

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Venture Vanadium Inc.

(Formerly Aura Energy Inc.)

STATEMENTS OF OPERATIONS

Three and six months ended April 30, 2019 and 2018

(Unaudited)

		Three Months Ended April 30,				Six Months Ended April 30,
		2019		2018		2019		2018
Revenue	$	-	$	8,806	$	-	$	17,756
Cost of goods sold		-		1,562		-		2,207
Gross Profit		-		7,244		-		15,549
OPERATING EXPENSES
General and Administrative Expenses	$	12,393		4,326	$	29,607		16,612
TOTAL OPERATING EXPENSES		12,393		4,326		29,607		16,612
EARNINGS FROM OPERATIONS		(12,393)		2,918		(29,607)		(1,063)
PROVISION FOR INCOME TAXES		-		613		-		-
NET INCOME/LOSS	$	(12,393)	$	2,305	$	(29,607)	$	(1,063)
NET LOSS PER SHARE: BASIC AND DILUTED	$	(0.00)	$	0.00	$	(0.00)	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED (note: The share amounts for the 2018 financial period do not reflect the 1 for 12 forward split dated February 2019)		53,280,000		4,440,000		53,280,000		4,440,000

See accompanying notes, which are an integral part of these financial statements

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Venture Vanadium Inc.

(Formerly Aura Energy Inc.)

STATEMENTS OF CHANGES IN STOCKHOLDER’S EQUITY

Six months ended April 30, 2019

(Unaudited)

 

See accompanying notes, which are an integral part of these financial statements

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Venture Vanadium Inc.

(Formerly Aura Energy Inc.)

STATEMENTS OF CASH FLOWS

Six months ended April 30, 2019 and 2018

(Unaudited)

		Six Months Ended April 30,
		2019		2018
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(29,607)	$	(1,063)
Depreciation expense		447		1,757
Adjustments to reconcile net loss to net cash (used in) operating activities:
Inventory		-		2,208
Prepaid rent		4,338		-
CASH FLOWS USED IN OPERATING ACTIVITIES		(24,822)		2,902
CASH FLOWS FROM INVESTING ACTIVITIES
Sale of Fixed Assets		7,253		-
Payment of rent deposits		-		(5,748)
Retired property		1,136
CASH FLOWS USED IN INVESTING ACTIVITIES		8,389		(5,748)
CASH FLOWS FROM FINANCING ACTIVITIES
Related Party Loans		10,845		-
CASH FLOWS PROVIDED BY FINANCING ACTIVITIES		10,845		-
NET DECREASE IN CASH		(5,588)		(2,846)
Cash, beginning of period		5,719		7,415
Cash, end of period	$	131	$	4,569
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid	$	-	$	-
Income taxes paid	$	-	$	-

See accompanying notes, which are an integral part of these financial statements

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Venture Vanadium Inc.

(Formerly Aura Energy Inc.)

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2019

(UNAUDITED)

Note 1 – ORGANIZATION AND NATURE OF BUSINESS

Venture Vanadium Inc.   (“the Company”, “we”, “us” or “our”) was incorporated in the State of Nevada on September 26, 2016. Venture Vanadium Inc. (Formerly Aura Energy Inc.) is an innovative company that has reinvented the classic bow tie. Derived from a collaboration of creative and tasteful minds, the bow tie is an accessory created for a daring new generation of men set to express themselves with originality and flair. The efforts resulted in an innovative and superior product that established wood as a new and distinctive material in the fashion industry. Each of our bow ties also incorporates an array of fine fabrics resulting in a truly special accessory.

The accompanying unaudited interim financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") for interim financial information, and with the rules and regulations of the United States Securities and Exchange Commission set forth in Article 8 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. The unaudited interim financial statements furnished reflect all adjustments (consisting of normal recurring accruals) which are, in the opinion of management, necessary to a fair statement of the results for the interim periods presented. Unaudited interim results are not necessarily indicative of the results for the full fiscal year. These financial statements should be read in conjunction with the financial statements of the Company for the fiscal year ended October 31, 2018, and notes thereto contained in the Company's Annual Report on Form 10-K.

Note 2 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplate continuation of the Company as a going concern. The Company had no revenues for the six months ended April 30, 2019. The Company currently has losses and has not completed its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Therefore, there is substantial doubt about the Company’s ability to continue as a going concern. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses. The Company intends to position itself so that it will be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

Note 3 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES

Basis of presentation

The accompanying financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America. The Company’s year-end is October 31.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Recent Accounting Pronouncements

We have reviewed all the recently issued, but not yet effective, accounting pronouncements and we do not believe any of these pronouncements will have a material impact on the Company.

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (“ASU 2014-09”), which requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. ASU 2014-09 will replace most existing revenue recognition guidance in U.S. generally accepted accounting principles when it becomes effective. In July 2015, the FASB deferred the effective date of the standard by an additional year; however, it provided companies the option to adopt one year earlier, commensurate with the original effective date. Accordingly, the standard will be effective for the Company in the fiscal year beginning November 1, 2018, with an option to

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adopt the standard for the fiscal year beginning November 1, 2017. The Company plans to adopt the standard after evaluating the effect of the standard on its financial statements and related disclosures.

Revenue Recognition

The Company recognizes revenue in accordance with Accounting Standards Codification (“ASC”) 606, “Revenue from Contracts with Customers”. ASC 606 adoption is on February 1, 2018. The core principle of ASC 606 is that an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. An entity recognizes revenue in accordance with that core principle by applying the following steps: Step 1: Identify the contract(s) with a customer Step 2: Identify the performance obligations in the contract Step 3: Determine the transaction price Step 4: Allocate the transaction price to the performance obligations in the contract Step 5: Recognize revenue when (or as) the entity satisfies a performance obligation. Specifically, Section 606-10-50 requires an entity to provide information about: a. Revenue recognized from contracts with customers, including the disaggregation of revenue into appropriate categories; b. Contract balances, including the opening and closing balances of receivables, contract assets, and contract liabilities; c. Performance obligations, including when the entity typically satisfies its performance obligations and the transaction price that is allocated to the remaining performance obligations in a contract; d. Significant judgments, and changes in judgments, made in applying the requirements to those contracts.

Note 4 – SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to April 30, 2019, to the date these financial statements were issued and has determined that it does not have any material subsequent events to disclose in these financial statements other than the following events which occurred on May 29, 2019:

·

the sale to a related party of substantially all of our assets and liabilities pursuant to a split-off agreement;

·

a change in control resulting from our majority shareholder’s sale of all of her shares of our common stock which accounted for approximately 67.6% of our issued and outstanding shares;

·

the resignation of Hui Liu Ping as our sole director of the Corporation and as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer; and

·

the appointment of Ian Ilsley as our sole director and as our President and Treasurer.

ITEM 2.	MANAGEMENT’ DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward looking statement notice

Statements made in this Form 10-Q that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933 (the "Act") and Section 21E of the Securities Exchange Act of 1934. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "anticipate," "estimate," "approximate" or "continue," or the negative thereof. We intend that such forward-looking statements be subject to the safe harbors for such statements. We wish to caution readers not to place undue reliance on any such forward-looking statements, which speak only as of the date made. Any forward-looking statements represent management's best judgment as to what may occur in the future. However, forward-looking statements are subject to risks, uncertainties and important factors beyond our control that could cause actual results and events to differ materially from historical results of operations and events and those presently anticipated or projected. We disclaim any obligation subsequently to revise any forward-looking statements to reflect events or circumstances after the date of such statement or to reflect the occurrence of anticipated or unanticipated events.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Corporate History

Venture Vanadium Inc., formerly known as Aura Energy Inc. and as Arcom (the “Company”), was incorporated under the laws of the State of Nevada on September 26, 2016. Venture Vanadium Inc. has only one officer and director who is Ian Ilsley. We

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were engaged in the production of wood-manufactured bow ties in China, Hunan Province. We currently do not have operations.  Although we intend to enter into the mineral resources industry, we do not currently have any mineral resource assets or agreements to acquire such assets. We are currently a shell company (as defined in Rule 12b-2 of the Exchange Act).

  

On October 26, 2016, the Company issued 3,000,000 shares (36,000,000 post-forward split) of restricted common stock to Hui Ping Liu. The value of these shares is $3,000 based on the par value of $0.001 per share of common stock.

In June 2017, we issued 10,000 shares in exchange for cash proceeds of $195.

In July 2017, we issued 1,265,000 shares in exchange for cash proceeds of $25,040.

In August 2017, we issued 165,000 shares in exchange for cash proceeds of $3,245.

RESEARCH AND DEVELOPMENT EXPENDITURES

We have not incurred any research expenditures since our incorporation.

  

BANKRUPTCY OR SIMILAR PROCEEDINGS

  

There has been no bankruptcy, receivership or similar proceeding entered into either voluntarily by the Company and involuntarily against the Company.

  

REORGANIZATIONS, PURCHASE OR SALE OF ASSETS

  

On February 1, 2019, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a 12-for-1 forward split which increased the number of outstanding shares of common stock from 4,440,000 to 53,280,000.

On May 29, 2019, the Company entered into a split-off agreement (the “Split-Off Agreement”) with Hui Liu Ping, our then current sole director and officer, and Ian Ilsley, our Secretary (and now our sole director, President and Treasurer), pursuant to which we sold all of our assets and properties in exchange for her acquisition of all of our debts, adverse claims, liabilities, judgments and obligations.  As of January 31, 2019, our assets totaled approximately $7,700 and our liabilities consisted of $31,900 of related party loans.  The obligations under those related-party loans were assigned to Ms. Ping as part of the assignment of liabilities.  As we currently have no or nominal assets, we are a “shell company” as defined in Rule 12b-2 of the Securities Exchange Act of 1934, as amended.

  

COMPLIANCE WITH GOVERNMENT REGULATION

  

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

   

EMPLOYEES AND EMPLOYMENT AGREEMENTS

  

We have no employees, except our sole officer and director Ian Ilsley, as of the date of this report. We have no employment agreement with Mr. Ilsley. Our sole officer and director, Ian Ilsley, currently devotes approximately 25 hours per week to company matters. As our business and operations increase, we will assess the need for full-time management and administrative support personnel.

  

LEGAL PROCEEDINGS

  

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other things, the sale of equity or debt securities.

Revenue and cost of goods sold

For the three months ended April 30, 2019, the Company reported no revenue. For the three months ended April 30, 2018, the Company’s revenue was $7,244.

For the six months ended April 30, 2019, the Company reported no revenue. For the six months ended April 30, 2018, the Company’s revenue was $15,549.

The company failed to generate any revenues during the first two quarters of the 2019 financial year due to a collapse in demand for its products.

Operating expenses

Total operating expenses for the three-month period ended April 30, 2019 and 2018 were $12,393 and $4,326. The operating expenses for the three-month period ended April 30, 2019 included Bank Service Charges of $261; audit fees of $7,800; legal fees of $250; professional fees of $1,131; regulatory filing fees of $80; Retired property of $1,136; utilities of $133; miscellaneous $1,602.

Total operating expenses for the six-month period ended April 30, 2019 and 2018 were $29,607 and $16,612. The operating expenses for the six-month period ended April 30, 2019 included Gain/Loss on Asset Sale of $1,953; Bank Service Charges of $445; depreciation expense of $446; audit fees of $18,050; legal fees of $250; professional fees of $3,204; rent expense of $705; regulatory filing fees of $80; Retired property of $1,136; utilities of $133; miscellaneous $3,204.

Net Loss

The net income/(loss) for the three-month period ended April 30, 2019, and 2018 was $(12,393) and $2,305.

The net loss for the six-month period ended April 30, 2019, and 2018 was $29,607 and $1,063.

LIQUIDITY AND CAPITAL RESOURCES

As of April 30, 2019, our total assets were $131.

As of April 30, 2019, our current liabilities were $36,745 and Stockholders’ deficit was $36,614.

CASH FLOWS FROM OPERATING ACTIVITIES

For the six months ended April 30, 2019, net cash flows provided by operating activities was negative $24,833.

CASH FLOWS FROM INVESTING ACTIVITIES

For the six months ended April 30, 2019, we have received $8,389 of cash in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the six months ended April 30, 2019, we used $10,845 of cash in financing activities.

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and the related notes and other financial information included elsewhere in this report. Some

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of the information contained in this discussion and analysis or set forth elsewhere in this report includes forward-looking statements that involve risks and uncertainties. You should review the “Risk Factors” section of this report for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.

  

We qualify as an “emerging growth company” under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:

  

·      

Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·        

Provide an auditor attestation with respect to management’s report on the effectiveness of our internal controls over financial reporting;

·        

Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·        

Submit certain executive compensation matters to shareholder advisory votes, such as “say-on-pay” and “say-on-frequency;” and

·        

Disclose certain executive compensation related items such as the correlation between executive compensation and performance comparisons of the CEO’s compensation to median employee compensation.

  

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

  

We will remain an “emerging growth company” for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a “large accelerated filer” as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. However, even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or the auditor attestation of internal controls over financial reporting.

Our independent registered public accountant has issued a going concern opinion. This means that there is doubting that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.

  

We believe that we will be able to raise enough money through the offering to continue our proposed operations, but we cannot guarantee that once we continue operations we will stay in business after doing so. If we are unable to successfully find customers, we may quickly use up the proceeds from this offering and will need to find alternative sources.

 

OFF-BALANCE SHEET ARRANGEMENTS

  

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

  

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

None

 

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ITEM 4. CONTROLS AND PROCEDURES

 

Our management is responsible for establishing and maintaining a system of disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act) that is designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive officer or officers and principal financial officer or officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

An evaluation was conducted under the supervision and with the participation of our management of the effectiveness of the design and operation of our disclosure controls and procedures as of April 30, 2019. Based on that evaluation, our management concluded that our disclosure controls and procedures were not effective as of such date to ensure that information required to be disclosed in the reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Changes in Internal Controls over Financial Reporting

There was no change in the Company’s internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting. Our acting principal financial officer resigned and was replaced subsequent to the period covered by this report.

PART II.  OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

There are no pending legal proceedings to which the Company is a party or in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of voting securities of the Company, or security holder is a party adverse to the Company or has a material interest adverse to the Company.

ITEM 1A.	RISK FACTORS

Not applicable.

ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None

ITEM 3.	DEFAULTS UPON SENIOR SECURITES

None

ITEM 4.	MINE SAFETY DISCLOSURE

Not applicable.

ITEM 5.	OTHER INFORMATION

On October 18, 2018, we entered into a Stock Purchase Agreement with Hui Liu Ping, our President and CEO, and Ian Ilsley, our Secretary, pursuant to which Ms. Ping has agreed to sell all 3,000,000 (36,000,000 shares post-stock split) of the outstanding shares of our common stock that she owns in exchange for a cash payment.  The conditions to closing the transaction are (i) the accuracy of the representations and warranties contained in the Stock Purchase Agreement, (ii) the change of our name to one selected by the purchaser, (iii) a stock split at a ratio to be determined by the purchaser and (iv) the purchaser’s satisfaction with its due diligence review.  If these conditions are met and the proposed transaction occurs, we will likely cease our current operations and enter into a new line of operations.

On January 16, 2019, our sole director and majority shareholder of Aura Energy Inc. agreed to change our name from “Aura Energy Inc.” to "Venture Vanadium Inc." and to enact a forward stock split (the "Split") so that for every one (1) share outstanding prior to the Split, there shall be twelve (12) shares outstanding after the Split. These changes became effective as of February 13, 2019.

 

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On February 1, 2019, the Company filed a Certificate of Amendment to the Articles of Incorporation with the Secretary of State of Nevada to change its name from Aura Energy Inc. to Vanadium Venture Inc.

On February 1, 2019, the Company filed a Certificate of Change with the Secretary of State of Nevada to effect a 12-for-1 forward split which increased the number of outstanding shares of common stock from 4,440,000 to 53,280,000.

ITEM 6.	EXHIBITS

The following exhibits are included as part of this report by reference:

3.1		Certificate of Change Pursuant to NRS 78.209 filed on January 28, 2019.
3.1		Certificate of Amendment to Articles of Incorporation filed on January 29, 2019.
31.1		Certification of Chief Executive Officer pursuant to Securities Exchange Act of 1934 Rule 13a-14(a) or 15d-14(a).
32.1		Certifications pursuant to Securities Exchange Act of 1934 Rule 13a-14(b) or 15d-14(b) and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes- Oxley Act of 2002.

SIGNATURES

  

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized on June 26, 2019.

  

	Venture Vanadium Inc.
	By:	/s/	Ian Ilsley
		Name:	Ian Ilsley
		Title:	President, Treasurer, Secretary and Director
			(Principal Executive, Financial and Accounting Officer)

  

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