- SUBSEQUENT EVENTS

12 Months Ended

Oct. 31, 2020

Note 11 - SUBSEQUENT EVENTS

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to October 31, 2020 to the date these financial statements were issued, and has determined that there are no material subsequent events to disclose in these financial statements.

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

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.

Disclosure Controls and Procedures.

Item 9A. Controls and Procedures.

Definition and Limitations 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 SEC's 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 the 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.

As of the end of the period covered by this Annual Report, we carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of our disclosure controls and procedures pursuant to Rule 13a-15 under the Exchange Act. Based upon that evaluation, as discussed below, our Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of the period covered by this Annual Report, our disclosure controls and procedures were not effective because of the material weaknesses in internal control over financial reporting described below.

Evaluation of Disclosure Controls and Procedures

Our management is responsible for establishing and maintaining disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of “disclosure controls and procedures” in Rule 15d-15(e) under the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Annual Report, we conducted an evaluation, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that, as of June 30, 2020, the disclosure controls and procedures of our Company were not effective to ensure that the information required to be disclosed in our Exchange Act reports was recorded, processed, summarized and reported on a timely basis.

Management's Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act. The design of any system of controls is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions, regardless of how remote. All internal control systems, no matter how well designed, have inherent limitations. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

We carried out an evaluation, under the supervision and with the participation of our Chief Executive Officer and our Chief Financial Officer, of the effectiveness of our internal controls over financial reporting as of October 31, 2020. Based on this assessment, management believes that, as of October 31, 2020, we did not maintain effective internal control over financial reporting based on the criteria established in the “Internal Integrated Framework” issued by COSO in 2013 due to certain material weaknesses in its internal controls. Specifically, the Board does not currently have a director who qualifies as an audit committee financial expert as defined in Item 407(d)(5)(ii) of Regulation S-K. Further, because of the lack of administrative support staff, and due to the financial constraints on the Company, management has not been able to develop or implement controls related to the segregation of duties for purposes of financial reporting. Management has undertaken efforts to mitigate this by intending to hire a new employee on at least a part-time basis to undertake general accounting functions, subject to receiving sufficient financing. There is no guarantee, however, that we will be able to implement this new hire during the course of the current fiscal year or that this by itself will markedly improve our internal control over financial reporting.

Material Weaknesses and Corrective Actions

In connection with the audits of our financial statements for the fiscal years ended October 31, 2020 and 2019, we identified certain deficiencies relating to our internal control over financial reporting that constitute a material weakness under standards established by the Public Company Accounting Oversight Board (the “PCAOB”). The PCAOB defines a material weakness as a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the company's annual or interim financial statements will not be prevented or detected on a timely basis. A deficiency in internal control exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis.

We outsource certain of the functions that would normally be performed by a principal financial officer to assist us in implementing the necessary financial controls over the financial reporting and the utilization of internal management and staff to effectuate these controls.

We believe that these material weaknesses primarily relate, in part, to our lack of sufficient staff with appropriate training in U.S. GAAP and SEC rules and regulations with respect to financial reporting functions, and the lack of robust accounting systems, as well as the lack of sufficient resources to hire such staff and implement these accounting systems.

We plan to take a number of actions in the future to correct these material weaknesses including, but not limited to, establishing an audit committee of our board of directors comprised of at least two independent directors, adding experienced accounting and financial personnel and retaining third-party consultants to review our internal controls and recommend improvements, subject to receiving sufficient additional capital. If we receive sufficient capital, we hope to increase the chief financial officer's role from part-time to full-time as the next step in building out our accounting department. We will need to take additional measures to fully mitigate these issues, and the measures we have taken, and expect to take, to improve our internal controls may not be sufficient to (1) address the issues identified, (2) ensure that our internal controls are effective or (3) ensure that the identified material weakness or other material weaknesses will not result in a material misstatement of our annual or interim financial statements. In addition, other material weaknesses may be identified in the future. If we are unable to correct deficiencies in internal controls in a timely manner, our ability to record, process, summarize and report financial information accurately and within the time periods specified in the rules and forms of the SEC will be adversely affected. This failure could negatively affect the market price and trading liquidity of our common stock, cause investors to lose confidence in our reported financial information, subject us to civil and criminal investigations and penalties, and generally materially and adversely impact our business and financial condition.

Attestation Report of the Independent Registered Public Accounting Firm

This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. Our management's report was not subject to attestation by our independent registered public accounting firm pursuant to the Dodd-Frank Act that permanently exempted smaller reporting companies from the auditor attestation requirement.

Changes in Internal Controls over Financial Reporting

There were no changes in our internal controls over financial reporting that occurred during the fourth quarter of the year ended October 31, 2020, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

CEO and CFO Certifications

Exhibit 31.1 and 31.2 to this Annual Report are the Certifications of our Chief Executive Officer and the 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 Annual 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.

Item 9B. Other Information.

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

Our sole executive officer and director as of the date of this filling and his age are as follows:

Ian Ilsley (71) President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Director

One Oxford Center

301 Grant Street Suite #4300

Pittsburgh PA 15219

Set forth below is a brief description of the background and business experience of our sole executive officer and director 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.

BOARD LEADERSHIP STRUCTURE

Currently, the office of Acting Chairman of our Board of Directors and Chief Executive Officer are held by our sole officer and director. Due to our size and early stage of operations, we believe it is currently most effective to have the Chairman of the board of directors and Chief Executive Officer positions be held by the same individual.

RISK OVERSIGHT

Our Board of Directors will oversee a company-wide approach to risk management. Our Board of Directors will determine the appropriate risk level for us generally, assess the specific risks faced by us and review the steps taken by management to manage those risks. While our Board of Directors will have ultimate oversight responsibility for the risk management process, its committees will oversee risk in certain specified areas.

Until we have established our compensation committee of our Board of Directors, our Board of Directors will be responsible for overseeing the management of risks relating to our executive compensation plans and arrangements, and the incentives created by the compensation awards it administers. Until we have established our audit committee, our Board of Directors will oversee management of enterprise risks and financial risks, as well as potential conflicts of interests. Our Board of Directors will be responsible for overseeing the management of risks associated with the independence of our Board of Directors.

Code of Ethics

We have not adopted a Code of Business Conduct and Ethics that applies to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions because of the small number of persons involved in the management of the Company.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serves, or in the past three years has served, as a member of the board of directors or compensation committee of another entity that has one or more executive officers serving on our Board of Directors or the compensation committee. No member of our compensation committee has any other business relationship or affiliation with us other than his or her service as a director.

Section 16(A) Beneficial Ownership Reporting Compliance

No applicable.

Nominations to the Board of Directors

General - Our directors take a critical role in guiding our strategic direction and oversee the management of the Company. Our Board of Directors' candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the shareholders, diversity, and personal integrity and judgment. In addition, directors must have time available to devote to our Board of Directors activities and to enhance their knowledge of our business. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to our Company.

Changes to the Procedures by Which Security Holders May Recommend Nominees to Our Board of Directors - During the year ended October 31, 2020, there were no material changes to the procedures by which our security holders may recommend nominees to our 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 and Chief Financial 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 (formerly known as Cominco).

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 Board of 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 director has been performing the functions of such committees. Thus, there is a potential conflict of interest in that our sole director and officer 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 2020 and 2019:

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)	2020	60,000	0	0	0	0	0	0	60,000
Ian Ilsley, President (1)	2019	15,000	0	0	0	0	0	0	15,000
Hui Liu Ping, President (2)	2019	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 compensation agreement between our sole officer and director and our Company.

OUTSTANDING EQUITY AWARDS AT FISCAL YEAR-END

None.

DIRECTOR COMPENSATION

We did not pay compensation to Ian Ilsley for his services as director in fiscal 2020 (2019 - Nil)

NARRATIVE DISCLOSURE OF COMPENSATION POLICIES AND PRACTICES AS THEY RELATE TO OUR RISK MANAGEMENT

We believe that our compensation policies and practices for all employees and other individual service providers, including executive officers, do not create risks that are reasonably likely to have a material adverse effect on us.

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 56,047,470 shares of our common stock issued and outstanding as of the date of December 31, 2020. 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

64.4%

All directors and executive officers as a group (1 person)

36,100,000

64.4%

Transaction related to Titles

On June 12, 2019 (the “Effective Date”), Mr. Ilsley, and our Company 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 our common stock. On June 12, 2019, Mr. Ilsley assigned and transferred to us 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 of our common stock as compensation for delay.

On November 22, 2019, Mr. Ilsley, we 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 us of 1,000,000 shares of our common stock 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 then 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.

Employment and Director Compensation Arrangements

The relationships and related party transactions described herein are in addition to any employment and director compensation arrangements with our executive officers and directors, which are described above under “Executive Compensation - Employment Agreements” and “Executive Compensation - Director Compensation,” respectively.

Indemnification Agreements

Our Bylaws provide that we shall indemnify and hold harmless to the fullest extent permitted by applicable law each person and their heirs and administrators who shall serve at any time hereafter as a director or officer of our Company from and against any and all claims, judgments and liabilities to which such persons shall become subject by reason of their having heretofore or hereafter been a director or officer of our Company, or by reason of any action alleged to have heretofore or hereafter taken or omitted to have been taken by him or her as such director or officer, and that we shall reimburse each such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim, judgment or liability, including our power to defend such persons from all suits or claims as provided for under the provisions of the Delaware General Corporation Law; provided, however, that no such persons shall be indemnified against, or be reimbursed for, any expense except as permitted by Nevada state corporate law. In addition, we intend to enter into indemnification agreements with our directors and officers and some of our executives may have certain indemnification rights arising under their employment agreements with us. We believe that these bylaw provisions and indemnification agreements are necessary to attract and retain qualified persons as directors and officers.

The limitation of liability and indemnification provisions in our Certificate of Incorporation may discourage stockholders from bringing a lawsuit against our directors for breach of their fiduciary duties. They may also reduce the likelihood of derivative litigation against our directors and officers, even though an action, if successful, might benefit us and our stockholders. A stockholder's investment may be harmed to the extent we pay the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions.

Policies and Procedures for Transactions with Related Persons

We intend to adopt a written related-person transactions policy that will set forth our policies and procedures regarding the identification, review, consideration and oversight of “related-person transactions.” For purposes of this policy only, a “related-person transaction” shall be a transaction, arrangement or relationship (or any series of similar transactions, arrangements or relationships) in which we and any “related person” are participants involving an amount that exceeds $120,000.

Item 14. Principal Accountant Fees and Services

Our Board of Directors reviews and approves audit and permissible non-audit services performed by our independent registered public accounting firm, as well as the fees charged for such services.

VENTURE VANADIUM INC. 10-K