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

Date of Report (Date of earliest event reported): ~~April~~August 3016, 2021

~~VENTURE~~DIAMOND ~~VANADIUM~~HOLDINGS, INC.

(Exact name of registrant as specified in its charter)


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

~~One~~909 ~~Oxford~~Plantation ~~Centre~~Blvd., ~~301 Grant Street~~Fairhope, ~~Suite~~AL ~~4300~~36532

Pittsburgh, PA 15219

(Address of principal executive offices) (Zip Code)

~~412~~(251) 270-~~577-2499~~8146

(Registrant’s telephone number, including area code)

~~n/a~~Venture Vanadium Inc.

(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 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©)

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


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 ☐

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. ☐

Item 5.0103 ~~Changes~~Amendments into ~~Control~~Articles of ~~Registrant~~Incorporation or Bylaws; Changes in Fiscal Year.

The information ~~regarding the change of control of the Company in connection with the purchase of the Shares (as defined below)~~ set forth in Item 58.0201 below is incorporated herein by reference.

Item 5.0207 ~~Departure~~Submission of ~~Directors~~Matters orto ~~Certain~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Holders.

~~(d) Effective~~The asinformation ~~of April 30, 2021, Jewell Sumrall and Stephanie Flood collectively purchased~~ in aItem ~~private~~8.01 ~~transaction~~below ~~38,590,000~~regarding ~~shares (~~the ~~“Shares”)~~approval of ~~Venture Vanadium Inc.’s (~~the ~~“Company”)~~Certificate ~~common~~of ~~stock,~~Amendment ~~$0.001 par value per share~~ (~~the~~as ~~“Common~~defined ~~Stock”~~below), ~~from~~by ~~Ian~~written ~~Ilsley,~~consent ~~the Company’s Chief Executive Officer, Acting Chief Financial Officer, Secretary, Treasurer and sole director, and certain other shareholders~~ of the Company~~. The Shares constitute 68.9% of the company~~’s ~~issued~~stockholders ~~and~~is ~~outstanding~~incorporated ~~shares~~herein ofby ~~Common Stock~~reference.

InItem ~~connection with the sale of the Shares, effective as of the Effective Date, Mr~~8.01 ~~Ilsley~~Other ~~resigned from all of his positions with the Company, effective immediately, and Mr~~Events. Sumrall was appointed as the Company’s 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.

~~Jewell~~Venture W.Vanadium ~~Sumrall~~Inc., ~~age~~a ~~56,~~Nevada ~~has~~corporation ~~served as~~ (the “Company~~’s Chief Executive Officer~~”), ~~Chief~~has ~~Financial~~received ~~Officer,~~notification ~~Secretary,~~from ~~and~~the ~~Treasurer~~Financial ~~and~~Industry aRegulatory ~~member~~Authority ofthat the ~~Company’s~~(i) ~~board~~1-for-2 ofreverse ~~directors~~stock ~~since~~split ~~April~~(the ~~30,~~“Reverse ~~2021.~~Stock ~~Mr.~~Split”) ~~Sumrall~~of isall of the ~~founder~~Company’s issued and ~~President~~outstanding shares of ~~Diamond~~common ~~Scaffold Services~~stock, ~~LLC~~$0.001 ~~(“Diamond”),~~par avalue ~~nation-wide~~per ~~distributor~~share of(the ~~industrial~~“Common ~~rental equipment~~Stock”), ~~which~~and he(ii) ~~formed~~name inchange ~~2002~~from ~~and~~“Venture ~~has~~Vanadium ~~more~~Inc.” ~~than~~to 20“Diamond ~~years~~Holdings, ~~of industrial service experience~~Inc.” ~~Mr.~~(the ~~Sumrall~~“Name ~~has~~Change”) ~~diversified~~will ~~Diamond~~take soeffect ~~that~~in itthe ~~has~~market ~~extended~~at ~~its~~the ~~service~~open ~~offerings~~of tobusiness ~~many~~on ~~Fortune~~August ~~1000~~18, ~~companies~~2021 in (the ~~refining,~~“Effective ~~chemical,~~Date”). ~~petrochemical,~~The ~~and~~effective ~~power~~date ~~industry,~~for ~~both~~the ~~nationally~~Reverse Stock Split and ~~internationally.~~the ~~Mr.~~Name ~~Sumrall~~Change isunder ~~also~~the ancorporate ~~officer~~law of ~~Diamond~~the ~~De-Con,~~State ~~LLC,~~of aNevada ~~subsidiary~~is ofAugust ~~Diamond~~16, ~~where~~2021. heOn ~~serves~~the asEffective ~~Vice~~Date ~~President.~~the ~~Diamond~~Company’s ~~De-Con~~trading issymbol awill ~~provider~~temporarily ofchange ~~patent~~to ~~pending~~“VENVD” and ~~FDA~~the ~~approval~~shares ~~pending~~of ~~medical~~Common ~~grade~~Stock ~~sanitation~~will ~~equipment~~trade ~~focused~~ on ~~Covid~~the 19OTC ~~protection~~Pink inmarketplace ~~industrial~~at ~~and~~the ~~commercial~~new ~~settings.~~split-adjusted Mrprice. ~~Sumrall~~That ~~also~~extra ~~serves~~“D” aswill ~~President~~remain offor ~~Diamond~~20 ~~Air~~business ~~Chartering~~days ~~Services,~~after awhich ~~privately~~the ~~owned~~“D” ~~air~~will ~~charter~~be removed and ~~maintenance~~the ~~business~~trading ~~operating~~symbol inwill ~~the~~change ~~U.S.,~~from ~~the~~“VENV” ~~Virgin~~to ~~Islands,~~“DIAH” ~~Puerto Rico,~~ (the ~~Bahamas,~~“Symbol ~~and Canada~~Change”).

~~Ms.~~As ~~Stephanie~~a ~~Flood,~~result ~~age~~of ~~34,~~the ~~has~~Reverse ~~served~~Stock asSplit, ~~the~~every ~~Company’s~~two ~~President~~(2) ~~and~~shares ~~a member~~ of the ~~Company’s~~pre-split ~~board~~issued ofand ~~directors~~outstanding ~~since~~shares ~~April~~of ~~30,~~Common ~~2021.~~Stock ~~During~~will ~~the~~automatically ~~most~~convert ~~recent~~into ~~five~~one ~~years,~~(1) ~~Ms.~~post-split ~~Flood~~share ~~has been serving as the Vice President~~ of ~~Diamond~~Common ~~Scaffold Services~~Stock, ~~LLC,~~without ~~where~~any ~~she~~change ~~initiated substantial sales and marketing initiatives resulting~~ in ~~significant~~the ~~revenue~~par ~~growth~~value ~~for~~of the ~~company.~~shares, ~~Ms.~~and ~~Flood~~without ~~also~~a ~~serves~~corresponding asreduction ~~President~~ of ~~Diamond~~the ~~De-Con,~~number ~~LLC, a subsidiary~~ of ~~Diamond.~~shares ~~Diamond De-Con is a provider~~ of ~~patent~~Common ~~pending~~Stock ~~and~~that ~~FDA~~the ~~approval~~Company ~~pending~~is ~~medical~~authorized ~~grade~~to ~~sanitation equipment focused on Covid 19 protection in industrial and commercial settings~~issue. InAll ~~addition,~~fractional ~~focusing~~shares onwill ~~clean~~be ~~energy~~rounded ~~alternatives, Ms~~up. ~~Flood~~The ~~has~~new ~~established~~CUSIP anumber ~~platform~~for ~~of solar powered equipment and systems designed to assist companies, commercially and industrially, seeking to eliminate theft using~~ the ~~company’s~~Common ~~proprietary~~Stock ~~surveillance~~will ~~equipment~~be ~~powered with solar technology~~25265K102.

~~Mr.~~The ~~Sumrall~~Company’s ~~and~~stockholders ~~Ms.~~who ~~Flood~~are ~~did~~holding their shares in electronic form at brokerage firms do not ~~receive~~need to take any ~~consideration~~action, inas ~~connection~~the ~~with~~effect ~~their~~of ~~election~~the toReverse Stock Split, the ~~Board~~Name Change and the Symbol Change will automatically be reflected in their brokerage accounts. ~~They~~After ~~shall~~the Effective Date, the records of the Company’s transfer agent, Action Stock Transfer, will be ~~entitled~~adjusted to ~~participate~~give ineffect to the ~~annual~~Reverse ~~compensation~~Stock ~~package~~Split and the share certificates representing the pre-Reverse Stock Split common stock in the Company’s ~~may~~former ~~provide~~name will continue to ~~its~~be ~~employee~~valid ~~directors~~for ~~and/or~~the ~~non~~appropriate number of shares of post-~~employee~~Reverse ~~directors~~Stock Split common stock, adjusted for rounding, in the ~~future~~Company’s new name. Certificates representing shares of the post-Reverse Stock Split under the Company’s new name will be issued in due course as certificates for pre-Reverse Stock Split common shares are tendered for exchange to the Company’s transfer agent. The Company’s shareholders will be notified by the Company’s transfer agent regarding the process for exchanging existing stock certificates representing pre-Reverse Stock Split shares. The Company’s stockholders should not send their stock certificates to the Company.

~~Mr.~~Immediately ~~Sumrall~~after ~~and~~the ~~Ms.~~Reverse ~~Flood~~Stock ~~were~~Split, each ~~elected~~stockholder’s aspercentage aownership ~~director~~interest ofin the Company asand aproportional ~~result~~voting ofpower ~~the~~will ~~purchase~~remain ofunchanged ~~the~~except ~~Shares.~~for ~~There~~minor ~~are~~adjustments nothat ~~family~~may ~~relationships~~result ~~between~~from ~~Mr.~~rounding ~~Sumrall,~~fractional ~~Ms.~~shares ~~Flood~~into ~~and~~whole ~~any of the Company’s officers or directors~~shares. ~~Other~~The ~~than~~rights asand ~~described~~privileges ~~herein,~~of ~~there are no other transactions to which~~ the ~~Company~~holders ~~or any~~ of ~~its~~shares ~~subsidiaries is a party in which either~~ of ~~Mr.~~Common ~~Sumrall~~Stock orwill ~~Ms.~~be ~~Flood~~unaffected ~~has~~by athe ~~material~~Reverse ~~interest~~Stock ~~subject to disclosure under Item 404(a) of Regulation S-K~~Split.

AsOn June 25, 2021, the Company’s Board of Directors (the “Board”) approved and authorized, and the Company’s stockholders approved by written consent, in accordance with Nevada corporate law, for the Company to effectuate a ~~result~~reverse stock split of the ~~sales~~Common Stock and the Name Change, and on July 26, 2021, the Board approved and authorized the Company to file a Certificate of Amendment to its Articles of Incorporation (the ~~Shares~~“Certificate of Amendment”) with the Secretary of State of the State of Nevada to effect the Reverse Stock Split at the ratio of one-for-two and the Name Change (and related ~~transactions~~symbol change), as described above. The Certificate of Amendment was filed with the Secretary of State of the State of Nevada on August 11, a2021 ~~change~~and inbecame ~~control~~effective with the State of Nevada on August 16, 2021. The foregoing description is qualified by reference to the ~~Company~~Certificate ~~occurred~~of Amendment, a copy of which is filed as Exhibit 3.1 to this Current Report.

~~SIGNATURES~~Item 9.01. Financial Statements and Exhibits.

~~Pursuant~~(d) ~~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.~~Exhibits:

	VENTURE VANADIUM INC.
Exhibit No.		Description
Dated: May 6, 2021	By:	/s/ Jewell Sumrall
3.1		Certificate of Amendment to the Company’s Articles of Incorporation, filed with the Secretary of State of the State of Nevada on August 11, 2021 (filed herewith).
	Name:	Jewell Sumrall
	Title:	Chief Executive Officer, Acting Chief Financial Officer, Secretary and Treasurer

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.


	DIAMOND HOLDINGS, INC.

Dated: August 18, 2021	By:	/s/ Jewell Sumrall
	Name:	Jewell Sumrall
	Title:	Chief Executive Officer, Acting Chief Financial Officer, Secretary and Treasurer

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