Item 5.01 Changes in Control of Registrant.
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 5.02 below
is incorporated herein by reference.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
(d) Effective as of April 30, 2021, Jewell Sumrall and Stephanie Flood
collectively purchased in a private transaction 38,590,000 shares (the "Shares")
of Venture Vanadium Inc.'s (the "Company") common stock, $0.001 par value per
share (the "Common Stock"), from Ian Ilsley, 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 and outstanding shares of 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 the Company, effective
immediately, and Mr. 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 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 many Fortune 1000
companies in the 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.
Ms. Stephanie Flood, age 34, has served as the Company's President and a member
of the Company's board of directors since April 30, 2021. During the most recent
five years, Ms. Flood has been serving as the Vice President of Diamond Scaffold
Services, LLC, where she initiated substantial sales and marketing initiatives
resulting in significant revenue growth for the company. Ms. Flood also serves
as President of Diamond De-Con, LLC, a subsidiary of Diamond. 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.
In addition, focusing on clean energy alternatives, Ms. Flood has established a
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.
Mr. Sumrall and Ms. Flood did not receive any consideration in connection with
their election to the Board. They shall be entitled to participate in the annual
compensation package the Company may provide to its employee directors and/or
non-employee directors in the future.
Mr. Sumrall and Ms. Flood were each elected as a director of the Company as a
result of the purchase of the Shares. There are no family relationships between
Mr. Sumrall, Ms. Flood and any of the Company's officers or directors. Other
than as described herein, there are no other transactions to which the Company
or any of its subsidiaries is a party in which either of Mr. Sumrall or Ms.
Flood has a material interest subject to disclosure under Item 404(a) of
Regulation S-K.
As a result of the sales of the Shares and related transactions as described
above, a change in control of the Company occurred.
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