You should read the following discussion and analysis of our financial condition and results of operations together with our financial statements and the related notes and other financial information included elsewhere in this report. Some of the information contained in this discussion and analysis or set forth elsewhere in this report includes forward-looking statements that involve risks and uncertainties. You should review the "Risk Factors" section of our Annual Report for the year ended October 31, 2020 for a discussion of some of the important factors that could cause actual results to differ materially from the results described in or implied by the forward-looking statements contained in the following discussion and analysis.


                           Forward-Looking Statements

Statements made in this Quarterly Report on Form 10-Q (this "Form 10-Q" or "Quarterly Report") that are not historical or current facts are "forward-looking statements" made pursuant to the safe harbor provisions of Section 27A of the Securities Act of 1933, as amended (the "Act") and Section 21E of the Securities Exchange Act of 1934, as amended. These statements often can be identified by the use of terms such as "may," "will," "expect," "believe," "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 future. However, forward-looking statements are subject 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 projected. 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.

Financial information contained in this quarterly report and in our unaudited interim financial statements is stated in United States dollars and are prepared in accordance with United States generally accepted accounting principles.

Corporate History

Venture Vanadium Inc., formerly known as Aura Energy Inc. and as Arcom (the "Company"), was incorporated under the laws of the State of Nevada on September 26, 2016. Venture Vanadium Inc. has only one officer and director who is Ian Ilsley. We were engaged in the production of wood-manufactured bow ties in China, Hunan Province. This activity has now ceased.

On February 1, 2019, we filed a Certificate of Change with the Secretary of State of Nevada to effect a 12-for-1 forward split which increased the number of outstanding shares of common stock from 4,440,000 to 53,280,000 as of such date.

Unless otherwise stated, share amounts presented in this Quarterly Report are reported on a post-split basis.

On June 12, 2019, we entered into an assignment agreement (the "Assignment Agreement") with Ian Ilsley to assign his rights and obligations under an option agreement (the "Option Agreement") to us with Mr. Fayz Yacoub (the "Optionor") where the Optionor agreed to grant an exclusive option to acquire an undivided one hundred percent (100%) interest in and to 30 mineral claims in property representing 1,789.80 hectares (4,422.69 acres) situated in Quebec, Canada (the "Desgrosbois Property").

Under the terms of the Assignment Agreement, we issued 50,000 shares to Ian Ilsley on June 21, 2019 and a further 50,000 shares ninety days thereafter in consideration for his having entered into the Assignment Agreement.

Under the terms of the Option Agreement, payments totaling $65,000 were made to the Optionor and 1,150,000 shares were issued to the Optionor. On November 22, 2019, Mr. Ilsley, Venture Vanadium Inc. and Mr. Yacoub entered into an Amended and Restated Desgrosbois Option Agreement (the "Amended and Restated Agreement") whereby certain terms of the Option Agreement were amended. Under the Amended and Restated Agreement, Mr. Yacoub agreed to transfer title to the Desgrosbois Property to us in exchange for a $70,000 cash payment, issuance of 1,000,000 shares of the Company's common stock and a two-percent (2.0%) Net Smelter Return on all metals extracted from the Desgrosbois Property. These transactions are reflected in the accounts through January 31, 2021.

Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.







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Bankruptcy or Similar Proceedings

There has been no bankruptcy, receivership or similar proceeding entered into either voluntarily by us and involuntarily against us.

Reorganizations, Purchase or Sale of Assets

There have been no reorganizations, or purchase or sale of assets during the period of this Quarterly Report.

Compliance with Government Regulation

We will be required to comply with all regulations, rules and directives of governmental authorities and agencies applicable to the construction and operation of any facility in any jurisdiction which we would conduct activities.

Employees and Employment Agreements

We have no employees, except our sole officer and director Ian Ilsley, as of the date of this report. We have no employment agreement with Mr. Ilsley. Our sole officer and director, Ian Ilsley, currently devotes approximately 30 hours per week to company matters. As our business and operations increase, we will assess the need for full-time management and administrative support personnel.





Legal Proceedings

Except as set forth below, there are no pending legal proceedings to which we are a party or in which any of our directors, officers or affiliates (any owners of record or beneficially of more than 5% of any class of our voting securities) is a party adverse to us or has a material interest adverse to us.

On March 16, 2021, certain parties purportedly representing Veljko Ili?, a natural person, and Envision Corp., a Florida corporation, filed "Definitive Additional Materials" on Schedule 14A on Edgar summarizing their claims and position with respect to a transaction that such parties may have previously contemplated to potentially consummate with Ian Ilsley, our President, Chief Executive Officer, Chief Financial Officer, sole director and controlling stockholder, pursuant to a certain Letter of Intent, dated on or about October 1, 2020, that such parties purportedly entered into with Mr. Ilsley. We do not believe that any such agreement was binding or valid, and in any way even if it was binding or valid, which it was not, such letter of intent ceased to be effective as a result of inaction by the parties thereto and in any respect by one or both parties electing not to proceed with the transaction contemplated by such letter of intent in a timely manner. Pursuant to such letter of intent, either party could terminate the letter of intent at any time for any reason or no reason. We believe such letter of intent was terminated in early 2021, and Mr. Ilsley provided an additional notice of termination of such transaction to such parties in March 2021. We have no intention to negotiate or proceed with any transaction with such parties.

Results of Operations

We have incurred recurring losses to date. Our financial statements have been prepared assuming that we will continue as a going concern and, accordingly, do not include adjustments relating to the recoverability and realization of assets and classification of liabilities that might be necessary should we be unable to continue in operation.

We expect we will require additional capital to meet our long-term operating requirements. We expect to raise additional capital through, among other avenues, the sale of equity or debt securities.

Revenue and cost of goods sold

For the three months ended January 31, 2021, we reported no revenue.

Operating expenses

Total operating expenses for the three-month period ended January 31, 2021, were $10,469 and the total operating expenses for the three-month period ended January 31, 2020, were $86,661. The operating expenses for the three-month period ended January 31, 2021 included audit fees of $7,500; rent expense of $1,948; regulatory filing fees of $1,000; and sundry general and administrative expenses of $21. The reduction in operating expenses reflects the impact that the Covid-19 pandemic has had on our operations.

Net Loss

The net loss for the three-month period ended January 31, 2021, was $10,469 and the net loss for the three-month period ended January 31, 2020, was $86,661.







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Liquidity and Capital Resources

Current Financial Condition

As of January 31, 2021, our total assets were $1,030,050 compared to $1,030,071 as of October 31, 2020; reflecting the impact that the Covid-19 pandemic has had on our operations.

As of January 31, 2021, our current liabilities were $146,113 and Stockholder's Equity was $780,606.

CASH FLOWS FROM OPERATING ACTIVITIES

For the three-month period ended January 31, 2021, net cash flows used in operating activities was negative $21, compared with negative $67,207 for the three-month period ended January 31, 2020. The limited cash flows used in the three-month period ended January 31, 2021 reflects the impact that the Covid-19 pandemic has had on our operations.

CASH FLOWS FROM INVESTING ACTIVITIES

For the three-month period ended January 31, 2021, we did not use any cash in investing activities. In the three month period to January 31, 2020, we used $105,000 in investing activities.

CASH FLOWS FROM FINANCING ACTIVITIES

For the three-month period ended January 31, 2021, we did not use any cash in financing activities, for the three-month period ended January 31, 2020 we used $5,000 in in financing activities. These were in connection with changes in related party loans.




Emerging Growth Company

We qualify as an "emerging growth company" under the JOBS Act. As a result, we are permitted to, and intend to, rely on exemptions from certain disclosure requirements. For so long as we are an emerging growth company, we will not be required to:





·

Have an auditor report on our internal controls over financial reporting pursuant to Section 404(b) of the Sarbanes-Oxley Act;

·

Provide an auditor attestation with respect to management's report on the effectiveness of our internal controls over financial reporting;

·

Comply with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor's report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

·

Submit certain executive compensation matters to shareholder advisory votes, such as "say-on-pay" and "say-on-frequency;" and

·

Disclose certain executive compensation related items such as the correlation between executive compensation and performance comparisons of the CEO's compensation to median employee compensation.

In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. Our financial statements may therefore not be comparable to those of companies that comply with such new or revised accounting standards.

We will remain an "emerging growth company" for up to five years, or until the earliest of (i) the last day of the first fiscal year in which our total annual gross revenues exceed $1 billion, (ii) the date that we become a "large accelerated filer" as defined in Rule 12b-2 under the Securities Exchange Act of 1934, which would occur if the market value of our ordinary shares that is





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held by non-affiliates exceeds $700 million as of the last business day of our most recently completed second fiscal quarter or (iii) the date on which we have issued more than $1 billion in non-convertible debt during the preceding three year period. However, even if we no longer qualify for the exemptions for an emerging growth company, we may still be, in certain circumstances, subject to scaled disclosure requirements as a smaller reporting company. For example, smaller reporting companies, like emerging growth companies, are not required to provide a compensation discussion and analysis under Item 402(b) of Regulation S-K or the auditor attestation of internal controls over financial reporting.

Our independent registered public accountant has issued a going concern opinion for our fiscal year ended October 31, 2020 and we anticipate that they will issue another going concern opinion in connection with this fiscal year. This means that there is doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.

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