- SUBSEQUENT EVENTS

12 Months Ended

Oct. 31, 2019

- SUBSEQUENT EVENTS [Abstract]

- SUBSEQUENT EVENTS

Note 11 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to October 31, 2019 to the date these financial statements were issued, and has determined that the following is a material subsequent event to disclose in these financial statements:

On November 22, 2019, the company reached agreement with the owner of the 30 minerals claims optioned to the company known as the Desgrosbois Property to make a one-off payment to him in order to exercise the option to purchase the claims and transfer them into the full ownership of the company with immediate effect. The transfer of ownership of the claims is currently being processed by the Canadian Government Mining Registry.

Item 9. Changes In and Disagreements with Accountants on Accounting and Financial Disclosure

Dismissal of Independent Registered Public Accounting Firm.

On January 28, 2019, we engaged DylanFloyd Accounting & Consulting ("DylanFloyd") as our independent registered public accounting firm to audit our consolidated financial statements for the fiscal year ended October 31, 2018. Effective October 31, 2019, Venture Vanadium Inc. (the "Company") dismissed DylanFloyd as our independent registered public accounting firm. The dismissal was recommended and approved by our board of directors.

The reports of DylanFloyd regarding our financial statements for the fiscal year ended October 31, 2018 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles, except that such reports contained an explanatory paragraph with respect to uncertainty as to our ability to continue as a going concern.

During the fiscal year ended October 31, 2018, the quarterly period ended January 31, 2019, the quarterly period ended April 30, 2019 and our quarterly period ended July 31, 2019 and through October 31, 2019, there were (i) no disagreements between us  and DylanFloyd on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of DylanFloyd, would have caused DylanFloyd to make reference thereto in their reports on our consolidated financial statements for such years, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

Engagement of New Independent Registered Public Accounting Firm.

On October 31, 2019, we engaged Fruci & Associates II, PLLC ("Fruci") to serve as our independent registered public accounting firm for the fiscal year ending October 31, 2019. Fruci will be performing an audit of our balance sheet as of October 31, 2019 and the related statements of operations, changes in stockholders' equity, cash flows, and the related notes and schedules for the years then ended to be included in our annual reports on Form 10-K for the year ended October 31, 2019.

During each of our two most recent fiscal years and through the date of this report, (a) we have not engaged Fruci as either the principal accountant to audit our financial statements, or as an independent accountant to audit a significant subsidiary of ours and on whom the principal accountant is expected to express reliance in its report; and (b) we or someone on its behalf did not consult Fruci with respect to (i) either: the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on our financial statements, or (ii) any other matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K

Item 9A(T) Controls and Procedures

Management's Report on Internal Controls over Financial Disclosure Controls and Procedures

Management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Exchange Act Rule 13a-15(f)). Our internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control over financial reporting as of October 31, 2019 using the criteria established in “Internal Control - Integrated Framework” issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO") and management determined that the controls are not effective.

A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. In its assessment of the effectiveness of internal control over financial reporting as of October 31, 2019, we determined that there were control deficiencies that constituted material weaknesses, as described below.

1.We do not have an Audit Committee - While not being legally obligated to have an audit committee, it is the management's view that such a committee, including a financial expert member, is an utmost important entity level control over our financial statement. Currently the Board of Directors acts in the capacity of the Audit Committee, and does not include a member that is considered to be independent of management to provide the necessary oversight over management's activities.

2.Lack of appropriate segregation of duties - As of October 31, 2019, the Company has only one member of management and no employees, and as such, lacks the abiligty to segretate recording, approval, and reporting function as it pertains to maintenance of the accounting records and financial statements.

Accordingly, we concluded that these control deficiencies resulted in a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis by our internal controls.

As a result of the material weaknesses described above, management has concluded that we did not maintain effective internal control over financial reporting as of October 31, 2019 based on criteria established in Internal Control- Integrated Framework issued by COSO.

System of Internal Control over Financial Reporting

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 October 31, 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 Control 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.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers, Promoters and Control Persons of the Company

Our executive officer and director and his age are as follows:

Name	Age	Positions
Ian Ilsley One Oxford Center 301 Grant Street Suite #4300 Pittsburgh PA 15219	70	President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

Set forth below is a brief description of the background and business experience of our executive officers and directors for the past five years.

Ian Ilsley

Ian Ilsley was appointed President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director of the company in June 2019.

Ian Ilsley, a British national, has over 40 years of experience in non-executive and executive director roles including CEO, in public and private companies with a depth of experience which spans corporate administration, corporate governance, revenue growth, and taking companies private in a variety of sectors including the oil and gas, software, and property sectors. He has mining and minerals experience gained over several years, specifically in the area of copper exploration in southern and central Africa. He qualified as an accountant in the United Kingdom

TERM OF OFFICE

All directors hold office until the next annual meeting of our stockholders and until their successors have been duly elected and qualified. Our Bylaws provide that the Board of Directors will consist of a minimum of one member. Officers are elected by and serve at the discretion of the Board of Directors.

DIRECTOR INDEPENDENCE

Our board of directors is currently composed of one member, and he does not qualify as an independent director in accordance with the published listing requirements of the NASDAQ Global Market (we have no plans to list on the NASDAQ Global Market). The NASDAQ independence definition includes a series of objective tests, such as that the director is not, and has not been for at least three years, one of our employees and that neither the director, nor any of her family members has engaged in various types of business dealings with us. In addition, our board of directors has not made a subjective determination as to our director that no relationships exist which, in the opinion of our board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, though such subjective determination is required by the NASDAQ rules. Had our board of directors made these determinations, our board of directors would have reviewed and discussed information provided by directors and us with regard to our director's business and personal activities and relationships as they may relate to our management and us.

SIGNIFICANT EMPLOYEES AND CONSULTANTS

We currently have one employee, our Chief Executive Officer, Ian Ilsley.

We have the following consultants and advisors:

Stewart A. Jackson, PhD. P.Geo. - Consultant Geologist

Stewart has been involved in exploration and development of base and precious mineral deposits in a wide range of environments.  He is a specialist in carbonate-hosted mineral deposits and limestone sedimentology.  

He has also been involved in the discovery and development of several major mineral discoveries including the Red Dog zinc-lead deposit in Northwestern Alaska operated by Teck (formerlyCominco).

He participated in the discovery and development of the Borealis, South McCoy and Manhattan gold deposits in Nevada for Houston Oil and Minerals and discovered and developed several million ounces of gold in a group of gold mines in northern Washington State, USA including the Buckhorn mine for Crown Resource Corporation which he founded in 1981. Stewart raised $150 million for the discovery and development of these and other projects including gold, silver, diamonds, and base metals; nickel and uranium.

He participated as a vendor of the Viken deposit in Sweden which contains multi-billion pound resources of molybdenum, vanadium, and nickel, and over 1 billion pounds of U3O8 and was instrumental in unravelling the mysteries of the Turnagaini nickel-cobalt-platinum deposit at Dease Lake, BC, Canada resulting in a billion+ tonne resource held currently by Giga Metals.

Stewart has been involved in evaluation of QA/QC programs and nugget effect resolution, and mineralogical and separation problems, particularly in gold deposits with the GPT (Grain Treatment Protocol) team of Greg Hryniw, Montreal, Canada.
 
Paul Ray - Senior Advisor

Paul is an Australian citizen, and was educated in Maryborough and Brisbane until 1967. In 1969, he joined Theiss Bros (a civil engineering and exploration firm) as a cadet surveyor.

Paul joined Placer Exploration and Development Corporation in1971 evaluating and working on exploration projects throughout Australia and the Pacific region and from 1976 to 1978 he worked as a consultant to the exploration and mining industry.

From 1979 to 1984, Paul was employed by Amoco Minerals Australia Co. and involved in geodetic, geophysical and geological surveys, property acquisitions, assessments, negotiations, contracts, logistics and public relations.

In 1985, became Director and Operations Manager for Dolerite Mining and Exploration Pty. Ltd. which successfully discovered, developed and or joint -ventured mining properties in Australia and the Pacific region.

Since 1989, Paul has been a member of the board of various exploration and mining companies both public and private and is presently a director of Raptor Capital International, a private Streaming and Royalty Company, Global Mining and Exploration Management S.A.R.L., and El Alamo Gold Mining Corporation.

His past Directorships include Golden Glacier Resources Ltd (TSX) which became Exeter Resource Corporation (TSX- Nasdaq), Dynasty Resources Limited (TSX), Chase Resources Limited (TSX), Newport Resources Limited (TSX), Sennen Resources Limited (TSX), and Heritage Petroleum Plc (United Kingdom)

AUDIT COMMITTEE AND CONFLICTS OF INTEREST

Since we do not have an audit or compensation committee comprised of independent directors, the functions that would have been performed by such committees are performed by our directors. The Board of Directors has not established an audit committee and does not have an audit committee financial expert, nor has the Board of Directors established a nominating committee. The Board is of the opinion that such committees are not necessary since we are a start-up stage company and have only one director, and to date, such directors have been performing the functions of such committees. Thus, there is a potential conflict of interest in that our directors and officers have the authority to determine issues concerning management compensation, nominations, and audit issues that may affect management decisions.

Other than as described above, we are not aware of any other conflicts of interest with any of our executive officers or directors.

INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS

No director, person nominated to become a director, executive officer, promoter or control person of our company has, during the last ten years: (i) been convicted in or is currently subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to any federal or state securities or banking or commodities laws including, without limitation, in any way limiting involvement in any business activity, or finding any violation with respect to such law, nor (iii) any bankruptcy petition been filed by or against the business of which such person was an executive officer or a general partner, whether at the time of the bankruptcy or for the two years prior thereto.

Item 11. Executive Compensation

The following table sets forth information regarding each element of compensation that we paid or awarded to our named executive officers for fiscal 2019 and 2018:

Name and Principal Position	Year Ended October 31,	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensation ($)	Nonqualified Deferred Compensation ($)	All Other Compensation ($)	Total ($)
Ian Ilsley, President (1)	2019	15,000	0	0	0	0	0	0	15,000
Hui Liu Ping, President (2)	2019 2018	[--] 0	[--] 0	[--] 0	[--] 0	[--] 0	[--] 0	[--] 0	[--] 0

(1)           Mr. Ilsley was appointed our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer in June 2019.

(2)           Hui Liu Ping resigned from all positions that she had with the Company in June 2019]

EMPLOYMENT AGREEMENTS

There is no formal agreement governing such compensation to our sole director

DIRECTOR COMPENSATION

We did not pay compensation to Ian Ilsley for his services as director in fiscal 2019 (2018 - Nil)

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

The following table lists, as of the date of this report, the number of shares of common stock of our Company that are beneficially owned by (i) each person or entity known to our Company to be the beneficial owner of more than 5% of the outstanding common stock; (ii) each officer and director of our Company; and (iii) all officers and directors as a group. Information relating to beneficial ownership of common stock by our principal shareholders and management is based upon information furnished by each person using "beneficial ownership" concepts under the rules of the Securities and Exchange Commission. Under these rules, a person is deemed to be a beneficial owner of a security if that person has or shares voting power, which includes the power to vote or direct the voting of the security, or investment power, which includes the power to vote or direct the voting of the security. The person is also deemed to be a beneficial owner of any security of which that person has a right to acquire beneficial ownership within 60 days. Under the Securities and Exchange Commission rules, more than one person may be deemed to be a beneficial owner of the same securities, and a person may be deemed to be a beneficial owner of securities as to which he or she may not have any pecuniary beneficial interest. Except as noted below, each person has sole voting and investment power.

The percentages below are calculated based on 55,947,470 shares of our common stock issued and outstanding as of the date of this report. We do not have any outstanding warrants, options or other securities exercisable for or convertible into shares of our common stock.

Title of class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percent of Common Stock
Common Stock	Ian Ilsley One Oxford Center 301 Grant Street Suite #4300 Pittsburgh PA 15219	36,100,000	64.5%
All directors and executive officers as a group (1 person)		36,100,000	64.5%

Item 13. Certain Relationships and Related Transactions

Transaction related to Titles

On November 6, 2018, Mr. Ian Ilsley (“Mr. Ilsley”) entered into the Desgrosbois Option Agreement with Mr. Fayz Yacoub (“Mr. Yacoub”) where Mr. Yacoub agreed to grant an exclusive option to Mr. Ilsley which entitled Mr. Ilsley to acquire an undivided one hundred percent (100%) interest in and to 30 mineral claims in the Desgrosbois Vanadium/Titanium Property (the “Property”). To acquire the property under the Desgrosbois Option Agreement, Mr. Ilsley (or his assigns) had to:

(i)        make a cash payment of $155,000 according a two-year payment schedule set out in such agreement, of which $50,000 was paid as of the date hereof;

(ii)       issue of 2,500,000 shares of our common stock after we are listed on a recognized North American Exchange;

(iii)      make expenditures on the Property of $400,000 over a two-year period; and

(iv)      provide 2% net smelter return on all metals from the Property.

On June 12, 2019 (the “Effective Date”), Mr. Ilsley, our sole director and officer, and Venture Vanadium Inc. (the “Corporation”), a Nevada corporation entered into an Assignment of Desgrosbois Option Agreement where Mr. Ilsley desired to assign all of his right, title and interest in the Desgrosbois Option Agreement in exchange for 100,000 shares of common stock of the Corporation. On June 12, 2019, Mr. Ilsley assigned and transferred to the Corporation all of his right, title and interest in, to and under the Property in the Desgrosbois Option Agreement dated November 6, 2018, including all of his duties, obligations and liabilities under the Desgrosbois Option Agreement, including any and all payment obligations to Mr. Yacoub. Pursuant to the Assignment of Desgrosbois Option Agreement, Mr. Ilsley has agreed to pay Mr. Yacoub an additional $15,000 together with the issuance of 100,000 shares as compensation for delay.

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 Returns on all metals extracted from the property. 

Change in control

On May 29, 2019, we 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 Hui Liu Ping's acquisition of all of our debts, adverse claims, liabilities, judgments and obligations.  The assets and liabilities assumed by Ms Ping under the terms of the split off agreement consisted of  our assets totaling approximately $32 and our liabilities consisted of $36,773 of related party loans.    The obligations under those related-party loans were assigned to Ms. Ping as part of the assignment of liabilities.

On May 29, 2019, our majority shareholder, and our sole director and officer, Hui Liu Ping, sold 36,000,000 shares, approximately 67.6% of our outstanding shares, to Ian Ilsley.  In connection with the transfer of the shares and the Split-Off Agreement, Ms. Ping as our sole director and officer and majority shareholder appointed Mr. Ilsley to act as our sole director and as our President and Treasurer and simultaneously resigned from her position as our sole director and all officer positions that she held with us.  

Item 14. Principal Accountant Fees and Services