UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~February~~Date 5of Report (Date of earliest event reported): April 30, ~~2020~~2021

Date of Report

VENTURE VANADIUM INC.

(Exact name of registrant as specified in its charter)

Nevada	~~333-215459~~	32333-~~0507158~~215459	32-0507158
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)
(State or other jurisdictionof incorporation)		(Commission File Number)	(I.R.S. EmployerIdentification No.)

One Oxford Centre, 301 Grant Street, Suite 4300~~, Pittsburgh, 15219 (Address of principal executive offices)~~

Pittsburgh, PA 15219

(Address of principal executive offices) (Zip Code)

412-577-2499

(Registrant’s telephone number, including area code)

Nn/Aa

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

~~[ ]~~☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

~~[ ]~~ ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 ~~CFR240~~CFR 240.14a-12)

~~[ ]~~ ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~[ ]~~ ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c©))

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

Title of each class: Trading Symbol(s) Name of each exchange on which registered: None None None


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	VENV	OTC Pink

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ~~[X]~~☐

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. ~~[ ]~~ ☐

~~CAUTIONARY~~Item ~~NOTE~~5.01 ~~REGARDING~~Changes ~~FORWARD-LOOKING~~in ~~STATEMENTS~~Control of Registrant.

~~Statements~~The ~~made~~information inregarding ~~this current report (~~the ~~“Form~~change ~~8-K”) that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions~~ of ~~Section~~control ~~27A~~ of the ~~Securities~~Company ~~Act~~in ofconnection ~~1933~~with (the ~~"Act")~~purchase ~~and Section 21E~~ of the ~~Securities~~Shares ~~Exchange Act of 1934. These statements often can be identified by the use of terms such~~ (as ~~"may,"~~defined ~~"will,"~~below) ~~"expect,"~~set ~~"believe,"~~forth "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~~Item ~~future~~5.02 ~~However,~~below ~~forward-looking~~is ~~statements~~incorporated ~~are~~herein ~~subject~~by 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 projectedreference. 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.

Item 25.0102 ~~Completion~~Departure of ~~Acquisition~~Directors or ~~Disposition~~Certain Officers; Election of ~~Assets~~Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As(d) Effective ~~mentioned~~as inof ~~Item~~April ~~5.06~~30, ~~below~~2021, weJewell ~~ceased~~Sumrall ~~being~~and aStephanie ~~shell~~Flood ~~company~~collectively aspurchased ~~that~~in ~~term~~a isprivate ~~defined~~transaction in38,590,000 ~~Rule~~shares ~~12b-2 of~~ (the ~~Securities~~“Shares”) ~~Exchange Act~~ of ~~1934,~~Venture asVanadium ~~amended~~Inc.’s (the “~~Exchange Act~~Company”)~~. We~~ ~~believe~~common ~~that~~stock, we$0.001 ~~stopped~~par ~~being~~value aper ~~shell~~share ~~company as~~ (the ~~result~~“Common ofStock”), ~~commencing~~from ~~operations~~Ian ~~that~~Ilsley, ~~consist of more than nominal operations and not as~~ the ~~result~~Company’s ofChief ~~any~~Executive ~~single~~Officer, ~~transaction~~Acting orChief ~~series~~Financial ofOfficer, ~~related transactions. As a result~~Secretary, weTreasurer doand ~~not~~sole ~~believe~~director, ~~that~~and wecertain ~~are~~other ~~required~~shareholders ~~to include any~~ of the ~~“Form~~Company. 10The ~~information”~~Shares ~~required~~constitute ~~by Item 2~~68.019% ~~(f)~~ of ~~Form 8-K. To~~ the ~~extent~~company’s ~~that~~issued ~~any such information is required, we incorporate it by reference to our annual report filed on Form 10-K with the U.S. Securities~~ and ~~Exchange~~outstanding ~~Commission~~shares onof ~~January~~Common ~~27, 2020 (the “Annual Report”)~~Stock.

~~Item~~In 5connection with the sale of the Shares, effective as of the Effective Date, Mr.06 Ilsley resigned from all of his positions with the Company, effective immediately, and Mr. ~~Change~~Sumrall inwas ~~Shell~~appointed as the Company’s ~~Status~~Chief Executive Officer, Acting Chief Financial Officer, Secretary and Treasurer, Ms. Flood was appointed as the Company’s President, and each of Mr. Sumrall and Ms. Flood were elected as a member of the Company’s Board of Directors (the “Board”), effectively immediately.

~~Events~~Jewell ~~Leading~~W. Sumrall, age 56, has served as the Company’s Chief Executive Officer, Chief Financial Officer, Secretary, and Treasurer and a member of the Company’s board of directors since April 30, 2021. Mr. Sumrall is the founder and President of Diamond Scaffold Services, LLC. (“Diamond”), a nation-wide distributor of industrial rental equipment, which he formed in 2002 and has more than 20 years of industrial service experience. Mr. Sumrall has diversified Diamond so that it has extended its service offerings to ~~Change~~many Fortune 1000 companies in ~~Shell~~the ~~Status~~refining, chemical, petrochemical, and power industry, both nationally and internationally. Mr. Sumrall is also an officer of Diamond De-Con, LLC, a subsidiary of Diamond, where he serves as Vice President. Diamond De-Con is a provider of patent pending and FDA approval pending medical grade sanitation equipment focused on Covid 19 protection in industrial and commercial settings. Mr. Sumrall also serves as President of Diamond Air Chartering Services, a privately owned air charter and maintenance business operating in the U.S., the Virgin Islands, Puerto Rico, the Bahamas, and Canada.

~~Venture~~Ms. ~~Vanadium~~Stephanie ~~Inc.~~Flood, (age 34, has served as the “Company”’s President and a member of the Company’s board of directors since April 30, ~~“we”~~2021. During the most recent five years, ~~“us”)~~Ms. isFlood ~~focused~~has onbeen serving as the ~~evaluation~~Vice President of Diamond Scaffold Services, LLC, where she initiated substantial sales and ~~development~~marketing initiatives resulting in significant revenue growth for the company. Ms. Flood also serves as President of ~~early~~Diamond De-~~stage~~Con, ~~vanadium~~LLC, ~~exploration~~a ~~opportunities~~subsidiary of Diamond. ~~Based~~Diamond onDe-Con ~~the~~is ~~current~~a ~~operations~~provider of ~~the~~patent ~~Company~~pending and FDA approval pending medical grade sanitation equipment focused on Covid 19 protection in industrial and commercial settings. In addition, wefocusing ~~ceased~~on ~~being~~clean energy alternatives, Ms. Flood has established a ~~shell~~platform of solar powered equipment and systems designed to assist companies, commercially and industrially, seeking to eliminate theft using the company’s proprietary surveillance equipment powered with solar technology.

InMr. ~~the~~Sumrall ~~past~~and ~~few~~Ms. ~~months,~~Flood ~~the~~did ~~Company~~not ~~has~~receive ~~taken~~any ~~active~~consideration ~~steps~~in toconnection ~~further~~with ~~its~~their ~~business~~election ~~plan~~to ~~and~~the ~~has~~Board. ~~spent~~They ~~significant~~shall ~~funds~~be entitled to ~~advance~~participate ~~its~~in ~~business,~~the ~~including~~annual ~~$172,200~~compensation ~~for~~package the ~~acquisition~~Company ~~titles~~may ~~and~~provide ~~$55,703~~to ~~for~~its ~~work~~employee ~~program~~directors ~~costs. The~~and/or ~~steps~~non-employee ~~taken~~directors toin ~~date~~the ~~include:~~future.

1Mr.On ~~June~~Sumrall ~~12,~~and ~~2019,~~Ms. weFlood ~~entered~~were ~~into~~each anelected ~~assignment~~as ~~agreement~~a ~~with~~director ~~our~~of ~~sole~~the ~~officer~~Company ~~and~~as ~~director~~a ~~Ian~~result ~~Ilsley~~of tothe ~~assign~~purchase ~~his~~of ~~rights~~the ~~and~~Shares. ~~obligations~~There ~~under~~are anno ~~option~~family ~~agreement~~relationships ~~(the~~between ~~“Option~~Mr. ~~Agreement”)~~Sumrall, ~~with Mr~~Ms. ~~Fayz~~Flood ~~Yacoub~~and ~~where~~any Mrof the Company’s officers or directors. ~~Yacoub~~Other ~~agreed~~than toas ~~grant~~described anherein, ~~exclusive~~there ~~option~~are tono ~~acquire~~other antransactions ~~undivided~~to ~~one~~which ~~hundred~~the ~~percent~~Company ~~(100%)~~or ~~interest~~any inof ~~and~~its tosubsidiaries 30is ~~mineral~~a ~~claims~~party in ~~property~~which ~~representing~~either ~~1,789~~of Mr.80 ~~hectares~~Sumrall ~~(4,422~~or Ms.69 ~~acres)~~Flood ~~situated~~has ina ~~Quebec,~~material ~~Canada~~interest ~~(the~~subject ~~“Desgrosbois~~to ~~Property”~~disclosure under Item 404(a) of Regulation S-K.

~~2.On~~As ~~November~~a ~~22,~~result ~~2019,~~of ~~we entered into~~ the ~~Amended~~sales ~~and Restated Desgrosbois Option Agreement (“Amended and Restated Agreement”) amending certain terms~~ of the ~~Option~~Shares ~~Agreement. Under~~and ~~the~~related ~~Amended~~transactions ~~and~~as ~~Restated~~described ~~Agreement~~above, ~~we acquired~~ a ~~100%~~change ~~title to the Desgrosbois Property~~ in ~~exchange~~control ~~for a $70,000 cash payment, the issuance~~ of ~~1,000,000 shares and~~ the ~~grant~~Company ~~of a two per cent net smelter return on all metals extracted from the Desgrosbois Property~~occurred. We currently have titles to projects and 30 mineral claims located on the Desgrosbois Property. The property is located on map sheet 31J01 of the National Topographic System (“NTS”) of Canada. The Desgrosbois Property is within 800 meters of the Ivry Property.

3.We are pursuing titles in the Ivry Property which is next to our titles in the Desgrosbois Property. The title to the two claims hosting the Ivry mine lapsed, and a staking application to acquire these claims were made on behalf of Venture Vanadium in mid-January 2020. SIGNATURES

~~4.Mr.~~Pursuant ~~Michel Boily, Ph.D., P.Geo., was engaged~~ to ~~complete~~the arequirements NIof ~~43-101 Qualifying Report on~~ the ~~Desgrosbois~~Securities ~~property.~~Exchange InAct ~~January~~of ~~2019~~1934, ~~an updated N43-101 report was completed by Michel Boily who produced an earlier report on~~ the ~~licenses.~~registrant Ahas ~~copy~~duly ofcaused this NIreport ~~43-101~~to isbe ~~available~~signed on ~~our~~its ~~website~~behalf ~~and~~by ~~as an exhibit to our Annual Report. The update to~~ the NIundersigned ~~43-101~~hereunto ~~report~~duly ~~cost $9,000~~authorized.

5.We carried out the initial stage of our work program in September, 2019 and incurred an expenditure of USD$48,500 to On Track Exploration Limited (OTE), a Canadian geographical company. This work consisted of a geological investigation and rock sampling program to test the main target areas on the property. The full results of this initial work program are expected shortly and will define the next stages of the work program.


	VENTURE VANADIUM INC.

Dated: May 6, 2021	By:	/s/ Jewell Sumrall
	Name:	Jewell Sumrall
	Title:	Chief Executive Officer, Acting Chief Financial Officer, Secretary and Treasurer

6.We engaged Mr. Stewart A. Jackson, PhD. P.Geo., on January 1, 2019 and Mr. Paul Ray on October 1, 2019 as our senior advisors and members of our advisory board to assist with the technical aspects of the development of the Desgrosbois project.

7.We established executive offices in Pittsburgh in 2019, and management is currently examining in detail the results of the Augst/September 2019 work program and report to establish stage two of the work program. Stage two of the work program is expected to focus on the areas surrounding the Desgrosbois mine and Ivry mine and will entail a greater sampling density. As the details of the second stage of the program are not finalized, the cost of state two are difficult to estimate, although they are unlikely to be less that $250,000.

As such, the Company believes that it is no longer a shell company.

Item 9.01. Financial Statements and Exhibits.

Financial Statements

The information required to be provided herein is set forth in the Company’s annual report on Form 10-K filed with the SEC on January 27, 2020 and is incorporated herein by reference.

Exhibits

The following exhibits are included as part of this Current Report on Form 8-K by reference.

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 11, 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 current report filed on Form 8-K on December 12, 2018)
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 (incorporated by reference to Exhibit 10.1 to our current report filed on Form 8-K on June 17, 2019)
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)
99.1		NI 43-101 Technical Report, dated January 1, 2019 (incorporated by reference to Exhibit 99.1 to our Annual Report on Form 10-K on January 27, 2020 )

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

VENTURE VANADIUM INC.

February 5, 2020 By: /s/ Ian Ilsley

Name: Ian Ilsley

Title: President, Treasurer, Secretary and Director

(Principal Executive, Financial and Accounting Officer)

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