DIAMOND HOLDINGS, INC. - Quarter Report: 2021 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, 2021

[  ] 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)		32-0507158 (I.R.S. Employer Identification Number)

909 Plantation Blvd., Fairhope, AL 36532

(Address of principal executive offices)

(251) 270-8146       

(Telephone number, including area code)

Securities registered pursuant to Section 12(g) of the Act: 

Title of each class	Symbol	Name of each exchange on which registered
$0.001	VENV	OTC Pink

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 ☒    No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒   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,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐		Accelerated filer	☐
Non-accelerated filer	☒		Smaller reporting company	☒
			Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

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

Yes ☐    No ☒

State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 56,047,470 common shares issued and outstanding as of June 10, 2021.

 

 

1

VENTURE VANADIUM INC.

Table of Contents

		Page
PART I	FINANCIAL INFORMATION:
Item 1.	Financial Statements (Unaudited)	3
	Balance Sheets (Unaudited) as of April 30, 2021 and October 31, 2020 Unaudited Statements of Operations for the three months and six months ended April 30, 2021 and 2020	4 5
	Unaudited Statements of Changes in Stockholders’ Equity for the six months ended April 30, 2021 and year ended October 31, 2020 Unaudited Statements of Cash Flows for the six months ended April 30, 2021 and 2020	6 7
	Notes to the Unaudited Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	12
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	15
Item 4.	Controls and Procedures	15
PART II	OTHER INFORMATION:
Item 1.	Legal Proceedings	16
Item 1A	Risk Factors	16
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	16
Item 3.	Defaults Upon Senior Securities	16
Item 4.	Mine Safety Disclosure	16
Item 5.	Other Information	16
Item 6.	Exhibits	16
	Signatures	18

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PART I – 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 U.S. Securities and Exchange Commission (the “SEC”). 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 our 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 our financial condition, results of operations, and cash flows for the interim periods presented.

 

 

 

 

 

 

 

 

 

 

 

 

 

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Venture Vanadium Inc.

BALANCE SHEETS

April 30, 2021

(Unaudited)

ASSETS		April 30, 2021		October 31, 2020
Current Assets
Cash and cash equivalents	$	-	$	21
Total Current Assets		-		21
Fixed Assets
Exploration Licenses		1,030,050		1,030,050
Total Non-current Assets		1,030,050		1,030,050
Total Assets	$	1,030,050	$	1,030,071
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Current Liabilities     Accounts Payable and accrued expenses	$	73,479	$	135,665
Related Party Loans		108,431		103,331
Total Current Liabilities		181,910		238,996
Total Liabilities		181,910		238,996
Stockholders’ Equity
Common stock, par value $0.001; 75,000,000 shares authorized, 56,047,470 and 56,047,470 shares issued and outstanding respectively		56,047		56,047
Discount on common stock		(21,800)		(21,800)
Additional paid in capital		1,249,024		1,249,024
Common stock to be issued		120,000		120,000
Retained earnings (accumulated deficit)		(555,131)		(612,196)
Total Stockholder’s Equity		848,140		791,075
Total Liabilities and Stockholders’ Equity	$	1,030,050	$	1,030,071

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

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Venture Vanadium Inc.

STATEMENTS OF OPERATIONS

Three and six months ended April 30, 2021 and 2020

(Unaudited)

		Three Months Ended April 30,					Six Months Ended April 30,
		2021		2020				2021		2020
Revenue	$	-	$	-		$		-	$	-
Cost of goods sold		-		-				-		-
Gross Profit		-		-				-		-
OPERATING EXPENSES
Work Program & Technical		-		149,250				-		187,250
Legal & Professional		5,385		15,445				12,885		37,637
Website design & Development		100		2,828				100		3,606
General and Administrative Expenses		(2,948)		17,608				21		43,299
TOTAL OPERATING EXPENSES		2,537		185,131				13,006		271,792
PROFIT/(LOSS) FROM OPERATIONS	$	(2,537)	$	(185,131)		$		(13,006)	$	(271,792)
Gains/(loss) on settlement of assets and liabilities		70,071		-				70,071		-
PROVISION FOR INCOME TAXES		-		-				-		-
NET PROFIT/(LOSS)	$	67,534	$	(185,131)		$		57,065	$	(271,792)
NET PROFIT/(LOSS) PER SHARE: BASIC AND DILUTED	$	0.00	$	(0.00)		$		0.00	$	(0.00)
WEIGHTED AVERAGE NUMBER OF SHARES OUTSTANDING: BASIC AND DILUTED		56,047,470		55,872,745				56,047,470		55,872,745

 

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

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Venture Vanadium Inc.

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Six months ended April 30, 2021 and year ended October 31, 2020

 (Unaudited)

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

 

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Venture Vanadium Inc.

STATEMENTS OF CASH FLOWS

Six months ended April 30, 2021 and 2020

(Unaudited)

			Six Months Ended April 30,
			2021		2020
CASH FLOWS FROM OPERATING ACTIVITIES Net profit/(loss)		$	57,065	$	(271,792)
Stock based compensation			-		181,250
Gains/(loss) on settlement of assets and liabilities Adjustments to reconcile net loss to net cash (used in) operating activities:			(70,071)		-
Accounts payable and accrued expenses			7,885		15,610
CASH FLOWS USED IN OPERATING ACTIVITIES			(5,121)		(74,932)
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of Fixed Assets			-		(105,000)
CASH FLOWS PROVIDED/(USED) IN INVESTING ACTIVITIES
			-		(105,000)
CASH FLOWS FROM FINANCING ACTIVITIES
Related party loans			5,100		(5,000)
CASH FLOWS PROVIDED/(USED) BY FINANCING ACTIVITIES
			5,100		(5,000)
NET DECREASE IN CASH			(21)		(184,932)
Cash, beginning of period			21		184,939
Cash, end of period		$	-		7
SUPPLEMENTAL CASH FLOW INFORMATION:
Interest paid		$	-		-
Income taxes paid		$	-		-
NON-CASH ACTIVITY
Shares issued as prepaid expenses		$	-		43,750
Shares issued to acquire licenses		$	-		800,000

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

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Venture Vanadium Inc.

NOTES TO THE FINANCIAL STATEMENTS

April 30, 2021

(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.) was previously engaged in the production of wood-manufactured bow ties in China, Hunan Province. This has now ceased. On June 12, 2019, we entered into an assignment agreement with Ian Ilsley to assign his rights and obligations under an option agreement to acquire a 100% interest in over 30 mineral claims (The Desgrosbois Vanadium/Titanium Property) representing 1,789.80 hectares (4,422.69 acres) situated in Quebec. On November 22, 2019, Mr. Ilsley, Venture Vanadium Inc. and Mr. Yacoub entered into the Amended and Restated Desgrosbois Option Agreement whereby certain terms of the original agreement were amended.  Under the Amended and Restated Agreement, Mr. Yacoub agreed to transfer the titles in exchange for a $70,000 cash payment, the receipt from the Company of 1,000,000 shares and a two per cent (2.0%) Net Smelter Return on all metals extracted from the property.  On April 30, 2021, the Company entered a series of transactions that resulted in a change of control of the Company, as noted in Note 9 below.

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 U.S. 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 our financial statements for the fiscal year ended October 31, 2020 and the notes thereto contained in our 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. We had no revenues for the six months ended April 30, 2021. We currently have carry forward losses and have not completed our 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 our ability to continue as a going concern. Management anticipates that we will depend, for the near future, on additional investment capital to fund operating expenses. We intend to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that we will be successful in this or any of our endeavours or become financially viable and continue as a going concern.

Note 3 – IMPACT OF COVID-19

With the present COVID-19 pandemic, the Company will need to manage its cash flow during these difficult times and funding resources may not be available as the outlook is uncertain. The Company’s plan of operations may not proceed and can be held up due to the impact of COVID-19. These are unprecedented times and the Company will adjust to the new realities and will actively monitor the impact of the pandemic on the Company’s business. The full extent of the impact of economic uncertainty on the Company’s business operations and financial results will depend on numerous factors that the company may not be able to accurately predict. In an effort to protect the health and safety are employees and consultants a significant amount of time is spent working remotely, international travel has been curtailed and a lot of other functions have been paused. Governments from around the world have enacted various measures to slow the spread and contain COVID-19. These measures include orders to close all business deemed “non-essential”, isolate residents to their homes and practice social distancing when engaging in essential activities. The Company anticipates that these actions and the global health crisis caused by this pandemic will negatively impact business activity across the globe. It is not clear what the potential effects, if any, that such alterations or modifications we have on our business, financial condition and cash flows. The duration of these measures is also unknown and may be extended with additional imposed measures.

 

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Note 4 – SUMMARY OF SIGNIFICANT 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. Our 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.

Recently Issued 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 us.

The Company adopts new pronouncements relating to generally accepted accounting principles applicable to the Company as they are issued, which may be in advance of their effective date. Management does not believe that any pronouncement not yet effective but recently issued by the FASB (including its Emerging Issues Task Force), the AICPA or the SEC would, if adopted, have a material effect on the accompanying financial statements for the six months to April 30, 2021.

Mineral Properties

The Company will expense mineral property exploration expenditures when incurred.  When it has established that a mineral deposit is commercially mineable and following a decision to commence development, the costs subsequently incurred to develop a mine on the property prior to the start of mining operations are capitalized and will be amortized against production following commencement of commercial production, or written off if the property is sold, allowed to lapse or abandoned. Mineral property acquisition costs are initially capitalized when incurred. Option payments and expenditures required to earn an interest in the properties are capitalized. The Company assesses the carrying costs for impairment. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Stock-based compensation

In June 2018, the FASB issued ASU No. 2018-07, "Compensation—Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting", an update that expands the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. This guidance was adopted by the Company for the fiscal year ended October 31, 2020. There was no material effect on the financial statements as a result of this adoption.

Revenue Recognition 

The Company recognizes revenue in accordance with Accounting Standards Codification 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 5 – RELATED PARTY LOANS

Related Party Loans are not covered by a formal loan agreement and are interest free with no fixed repayment date. They are due to Jewell Sumrall, the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, a director and a controlling shareholder, and Stephanie Flood, the Company’s President, a director and a controlling shareholder, and were made following the change of control that occurred effective as of April 30, 2021.

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Note 6 – MINERAL PROPERTIES

On June 12, 2019, the Company entered into an assignment agreement with Ian Ilsley to assign his rights and obligations under an option agreement to acquire exploration rights over 30 mineral claims (The Desgrosbois Vanadium/Titanium Property) representing 1,789.80 hectares (4,422.69 acres) situated in Quebec.

Under the terms of the assignment agreement, on June 21, 2019, the Company issued 50,000 shares of its common stock to Ian Ilsley and a further 50,000 shares of its common stock ninety days thereafter in consideration for him having entered into the assignment agreement.

Under the terms of the option agreement, payments totalling $65,000 were made to the Optionor and 1,150,000 shares of the Company’s common stock were issued to the Optionor. On November 22, 2019, Mr. Ilsley, Venture Vanadium Inc. and Mr. Yacoub entered into the Amended and Restated Desgrosbois Option Agreement whereby certain terms of the original agreement were amended. Under the Amended and Restated Agreement, Mr. Yacoub agreed to transfer the titles in exchange for a $70,000 cash payment, the receipt from the Company of 1,000,000 shares and a two percent (2.0%) Net Smelter Return on all metals extracted from the property. These transactions are reflected in the Company’s accounts as of April 30, 2020 and have been capitalized in accordance with the Company’s accounting policy noted in Note 4 – Summary of Significant Accounting Policies above.

Note 7 – INCOME/(LOSS) PER SHARE

Basic income (loss) per share is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted income (loss) per share reflects the potential dilution, using the treasury stock method that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the income (loss) of the Company. In computing diluted income (loss) per share, the treasury stock method assumes that outstanding options and warrants are exercised and the proceeds are used to purchase common stock at the average market price during the period. Options and warrants may have a dilutive effect under the treasury stock method only when the average market price of the common stock during the period exceeds the exercise price of the options and warrants. As of April 30, 2021 and 2020, there were no outstanding warrants or options.

 

The following table sets forth the computation of basic and diluted earnings per share:

 

		For the six months ended   April 30,
		2021				2020
Earnings per share – Basic and Diluted
Income (Loss) for the period		$	57,065			$	(271,792)
Basic average common stock outstanding - Basic and Diluted			56,047,470				55,782,745
Net earnings per share – Basic and Diluted		$	0.00			$	(0.00)

 

 

Note 8 – COMMON STOCK

 

We have 75,000,000 shares of common stock, $0.001 par value per share, authorized.

 

In June 2019, we issued 1,100,000 shares of our common stock at $0.05 per share to the Optionor under the terms of the option agreement to acquire exploration rights over 30 mineral claims (The Desgrosbois Property) as modified.

 

In June 2019, we issued 50,000 shares of our common stock at $0.05 per share to our then sole officer and director under the terms of the assignment of the option agreement to acquire exploration rights over 30 mineral claims (The “Desgrosbois Property”).
 

10

In October 2019, we issued 162,272 shares of our common stock for cash proceeds of $100,000 at approximately $0.61625 per share.

 

In October 2019, we issued 205,198 shares of our common stock for cash proceeds of $150,000 at approximately $0.731 per share.

 

In October 2019, we issued 100,000 shares of our common stock at $0.01 to a senior geologist under the terms of his consulting agreement entered into on January 1, 2019 with us.

 

In October 2019, we issued 50,000 shares of our common stock at $0.05 to a director under the terms of the assignment of the option agreement to acquire exploration rights over the Desgrosbois Property.

 

In November 2019, we issued 1,000,000 shares of our common stock in connection with the acquisition of the titles in the Desgrosbois Property.

 

In January 2020, we issued 100,000 shares of our common stock to pursuant to a consulting agreement. The shares were initially valued at $105,000 with $61,250 being recognized as work program and technical expense, with the remaining $43,750 to be recognized as expense over the remaining term of the agreement.

In January 2020, we were due to issue a further 150,000 shares of our common stock to a senior geologist under the terms of his consultancy agreement entered into on January 1, 2019 with us. These shares have not yet been issued, but instead are recorded as shares to be issued at a value of $120,000.

Note 9 – CHANGE OF CONTROL

Effective as of April 30, 2021 (the “Effective Date”), Jewell Sumrall and Stephanie Flood collectively purchased in a private transaction 38,590,000 shares (the “Shares”) of our common stock from Ian Ilsley, our former Chief Executive Officer, Acting Chief Financial Officer, Secretary, Treasurer and sole director, and certain other shareholders of our Company. The Shares constituted 68.9% of the company’s issued and outstanding shares of our common stock.

In connection with the sale of the Shares, effective as of the Effective Date, Mr. Ilsley resigned from all of his positions with our Company, effective immediately, and Mr. Sumrall was appointed as our new Chief Executive Officer, Acting Chief Financial Officer, Secretary and Treasurer, Ms. Flood was appointed as our new President, and each of Mr. Sumrall and Ms. Flood were elected as a member of our Board of Directors, effectively immediately.

As a result of the sales of the Shares and related transactions as described above, a change in control of our Company occurred.

Note 10 – SUBSEQUENT EVENTS

In June 2020, we agreed to issue 60,000 shares of our common stock at approximately $0.01 per share in consideration of certain consulting services provided to us by an unrelated third-party.

In accordance with SFAS 165 (ASC 855-10), we have analysed our operations subsequent to April 30, 2021 to the date these financial statements were issued and have determined that we do not have any material subsequent events to disclose in these financial statements.

 

 

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

You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this report. Some 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 our Annual Report for the fiscal year ended October 31, 2020, filed with the SEC on March 22, 2021, for a discussion of some of the 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.

Forward-Looking Statements

Statements made in this Quarterly Report on Form 10-Q (this “Quarterly Report”) 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, as amended (the "Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). 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. The Company has only two officers and directors who are Jewell Sumrall and Stephanie Flood. We were engaged in the production of wood-manufactured bow ties in China, Hunan Province. This activity has now ceased. On June 12, 2019, we entered into an assignment agreement with Ian Ilsley to assign his rights and obligations under an option agreement to acquire exploration rights over 30 mineral claims (The Desgrosbois Vanadium/Titanium Property) representing 1,789.80 hectares (4,422.69 acres) situated in Quebec.

Under the terms of the assignment agreement, we issued 50,000 shares of our common stock to Ian Ilsley, our former officer and director, on June 21, 2019 and a further 50,000 shares of our common stock, ninety days thereafter in consideration of him having entered into the assignment agreement.

Under the terms of the option agreement, payments totalling $65,000 were made to the Optionor and 1,150,000 shares of our common stock were issued to the Optionor. On November 22, 2019, Mr. Ilsley, Venture Vanadium Inc. and Mr. Yacoub entered into the Amended and Restated Desgrosbois Option Agreement whereby certain terms of the original agreement were amended.  Under the Amended and Restated Agreement, Mr. Yacoub agreed to transfer the titles in exchange for a $70,000 cash payment, the receipt from the Company of 1,000,000 shares of our common stock and a two per cent (2.0%) Net Smelter Return on all metals extracted from the property. These transactions are reflected in our financial statements as of April 30, 2021.

On April 30, 2021 (the “Effective Date”), Mr. Sumrall and Ms. Flood collectively purchased in a private transaction 38,590,000 shares of our common stock from Mr. Ilsley. The shares constituted 68.9% of our issued and outstanding shares of our common stock. In connection with the sale of the shares, effective as of the Effective Date, Mr. Ilsley resigned from all of his positions with our Company, and Mr. Sumrall was appointed as our Chief Executive Officer, Acting Chief Financial Officer, Secretary and Treasurer, Ms. Flood was appointed as our President, and each of Mr. Sumrall and Ms. Flood were each elected as a member of our Board of Directors.

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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 us and involuntarily against us.

  

Reorganizations, Purchase or Sale of Assets

  

On February 1, 2019, we filed a Certificate of Change with the Secretary of State of Nevada to affect a 12-for-1 forward split which increased the number of outstanding shares of our common stock from 4,440,000 to 53,280,000.  Unless otherwise noted, all share amounts provided in this report reflect such forward stock split.

Our assets comprise a 100% interest in over 30 mineral claims (The Desgrosbois Vanadium/Titanium Property) representing 1,789.80 hectares (4,422.69 acres) situated in Quebec.

  

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 officers and directors Mr. Sumrall and Ms. Flood, as of the date of this Quarterly Report. We have no employment agreement with Mr. Sumrall and Ms. Flood. Our sole officers and directors expect to devote such time to our Company matters as our business currently dictates. 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 we are a party or in which any of our directors, officers or affiliates (any owners of record or beneficially of more than 5% of any class of our voting securities) is a party adverse to us or has a material interest adverse to us.

Results of Operations

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 avenues, the sale of our equity and/or debt securities.

Revenue and cost of goods sold

For both the three- and six-month periods ended April 30, 2021, we reported no revenue.

Operating expenses

Total operating expenses for the three-month period ended April 30, 2021 were $2,537 and the total operating expenses for the three-month period ended April 30, 2020 were $185,131. The total operating expenses for the six months ended April 30, 2021 and 2020 were $13,006 and $271,792, respectively. The operating expenses for the six-month period ended April 30, 2021 included audit fees of $10,500, regulatory filing fees of $2,385, web services and news releases of $100 and general and administrative expenses of $21. The decrease in total operating expenses for each period reflects the impact of the COVID-19 pandemic on our operations.

 

13

Net Loss

The net profit for the three-month period ended April 30, 2021 was $67,534, as compared to the net loss for the three-month period ended April 30, 2020 of $185,131, primarily driven by the inclusion of gains on settlements reached with creditors during the three-month period ended April 30, 2021. The net profit for the six-month period ended April 30, 2021 was $57,065, as compared to a net loss for the six-month period ended April 30, 2020 of $271,792, reflecting the gains achieved on settlements with creditors.

Liquidity and Capital Resources

As of April 30, 2021, our total assets were $1,030,050, as compared to $1,030,071 as of October 31, 2020.

As of April 30, 2021, our current liabilities were $181,910 and stockholder’s equity was $848,140.

Cash Flows from Operating Activities

For the six-month period ended April 30, 2021, net cash flows used in our operating activities was ($5,121), as compared to net cash outflow of ($74,932) for the six-month period ended April 30, 2020. The decrease in cash flows reflects the impact of the Covid-19 on our operations.

Cash Flows from Investing Activities

For the six-month period ended April 30, 2021, there were no cash flows from our investing activities. This compares with cash outflows from investing activities in the corresponding period ending April 30, 2020 of $105,000 relating to the acquisition of the title to the 30 Desgrosbois Property claims which were previously under option to our company.

Cash Flows from Financing Activities

For the six-month period ended April 30, 2021, we recorded cash inflows of $5,100 relating to financing activities, as compared to outflows of $5,000 for the six-month period ended April 30, 2020. These were in connection with changes to related party loans in both periods.

Emerging Growth Company

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.

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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 for our fiscal year ended October 31, 2020, and we anticipate that they will issue another going concern opinion in connection with this fiscal year. This means that there is doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.

  

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

Not applicable to smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our disclosure controls and procedures (as such term is defined in Rule 13a-15(e) under the Exchange Act) are designed to reasonably ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act is (i) recorded, processed, summarized, and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (the “SEC”) rules and forms and (ii) accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosures. A control system, no matter how well designed and operated, can provide only reasonable assurance that it will detect or uncover failures within our Company to disclose material information otherwise required to be set forth in our periodic reports. Inherent limitations to any system of disclosure controls and procedures include, but are not limited to, the possibility of human error and the circumvention or overriding of such controls by one or more persons. In addition, we have designed our system of controls based on certain assumptions, which we believe are reasonable, about the likelihood of future events, and our system of controls may therefore not achieve its desired objectives under all possible future events.

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, 2021. 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 our internal control over financial reporting during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

CEO and CFO Certifications

 

Exhibit 31.1 and 31.2 to this Quarterly Report are the Certifications of our Chief Executive Officer and our Acting Chief Financial Officer. These certifications are required in accordance with Section 302 of the Sarbanes-Oxley Act (the “Section 302 Certifications”). This Item 9A. of this Quarterly Report, which you are currently reading, is the information concerning the Evaluation referred to above and in the Section 302 Certifications, and this information should be read in conjunction with the Section 302 Certifications for a more complete understanding of the topics presented.

 

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PART II.  OTHER INFORMATION

ITEM 1.	LEGAL PROCEEDINGS

From time to time, we may become involved in various lawsuits and legal proceedings which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may have, individually or in the aggregate, a material adverse effect on our business, financial condition or operating results. We are currently not a party to any material legal proceedings.

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

ITEM 1A.	RISK FACTORS

In addition to the other information set forth in this Quarterly Report, you should carefully consider the factors discussed in the section captioned “Risk Factors” of our Annual Report on Form 10-K, filed with the SEC on March 22, 2021. These factors could materially adversely affect our business, financial condition, liquidity, results of operations and capital position, and could cause our actual results to differ materially from our historical results or the results contemplated by the forward-looking statements contained in this Quarterly Report.

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

None.

ITEM 3.	DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4.	MINE SAFETY DISCLOSURE

Not applicable

ITEM 5.	OTHER INFORMATION

None.

ITEM 6.			EXHIBITS
Exhibit Number				Description
3.1				Articles of Incorporation, dated September 26, 2016 (incorporated by reference to Exhibit 3.1 to our registration statement filed on Form S-1 on January 6, 2017).
3.2				Certificate of Amendment to Articles of Incorporation, filed December 4, 2018 (incorporated by reference to Exhibit 3.1 to our current report filed on Form 8-K on December 12, 2018).
3.3				Certificate of Amendment to Articles of Incorporation, filed January 29, 2019 (incorporated by reference to Exhibit 3.1 to our quarterly report filed on Form 10-Q on June 26, 2019).
3.4				Certificate of Change, filed on January 29, 2019 (incorporated by reference to Exhibit 3.2 to our quarterly report filed on Form 10-Q on June 26, 2019).
3.5				Bylaws (incorporated by reference to Exhibit 3.2 to our registration statement filed on Form S-1 on January 6, 2017).
10.1				Split-Off Agreement, dated May 29, 2019, between the Company, Ms. Ping and Mr. Ilsley.
10.2				Desgrosbois Option Agreement, dated November 6, 2018, between Mr. Ian Ilsley and Mr. Fayz Yacoub (incorporated by reference to Exhibit 10.1 to our current report filed on Form 8-K on June 24, 2019).
10.3				Assignment of Desgrosbois Option Agreement dated June 12, 2019, between Mr. Ian Ilsley and Venture Vanadium Inc. (incorporated by reference to Exhibit 10.2 to our current report filed on Form 8-K on June 24, 2019).
10.4				Amended and Restated Desgrosbois Option Agreement dated November 22, 2019, between Venture Vanadium Inc., Mr. Ian Ilsley and Mr. Fayz Yacoub (incorporated by reference to Exhibit 10.1 to our current report filed on Form 8-K on November 25, 2019).
31.1*				Certification of Chief Executive Officer and Interim Chief Financial 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.
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101.INS*				XBRL Instance Document
101.SCH*				XBRL Taxonomy Extension Schema Document
101.CAL*				XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*				XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*				XBRL Taxonomy Extension Label Linkbase Document
101.PRE*				XBRL Taxonomy Extension Presentation Linkbase Document
*	Filed herewith.

 

 

 

 

 

 

 

 

 

 

 

 

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SIGNATURES

  

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Quarterly Report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

 

 

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