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 fiscal year ended October 31, 2020, filed with the SEC on March 22, 2021, 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 "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 (the "Exchange Act"). 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. The Company has only two officers and directors who are Jewell Sumrall and Stephanie Flood. We were engaged in the production of wood-manufactured bow ties in China, Hunan Province. This activity has now ceased. On June 12, 2019, we entered into an assignment agreement with Ian Ilsley to assign his rights and obligations under an option agreement to acquire exploration rights over 30 mineral claims (The Desgrosbois Vanadium/Titanium Property) representing 1,789.80 hectares (4,422.69 acres) situated in Quebec.

Under the terms of the assignment agreement, we issued 50,000 shares of our common stock to Ian Ilsley, our former officer and director, on June 21, 2019 and a further 50,000 shares of our common stock, ninety days thereafter in consideration of him having entered into the assignment agreement.

Under the terms of the option agreement, payments totalling $65,000 were made to the Optionor and 1,150,000 shares of our common stock were issued to the Optionor. On November 22, 2019, Mr. Ilsley, Venture Vanadium Inc. 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 the Company of 1,000,000 shares of our common stock and a two per cent (2.0%) Net Smelter Return on all metals extracted from the property. These transactions are reflected in our financial statements as of April 30, 2021.

On April 30, 2021 (the "Effective Date"), Mr. Sumrall and Ms. Flood collectively purchased in a private transaction 38,590,000 shares of our common stock from Mr. Ilsley. The shares constituted 68.9% of our issued and outstanding shares of our 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 our Company, and Mr. Sumrall was appointed as our Chief Executive Officer, Acting Chief Financial Officer, Secretary and Treasurer, Ms. Flood was appointed as our President, and each of Mr. Sumrall and Ms. Flood were each elected as a member of our Board of Directors.





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Research and Development Expenditures

We have not incurred any research expenditures since our incorporation.

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

On February 1, 2019, we filed a Certificate of Change with the Secretary of State of Nevada to affect a 12-for-1 forward split which increased the number of outstanding shares of our common stock from 4,440,000 to 53,280,000. Unless otherwise noted, all share amounts provided in this report reflect such forward stock split.

Our assets comprise a 100% interest in over 30 mineral claims (The Desgrosbois Vanadium/Titanium Property) representing 1,789.80 hectares (4,422.69 acres) situated in Quebec.

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 officers and directors Mr. Sumrall and Ms. Flood, as of the date of this Quarterly Report. We have no employment agreement with Mr. Sumrall and Ms. Flood. Our sole officers and directors expect to devote such time to our Company matters as our business currently dictates. As our business and operations increase, we will assess the need for full-time management and administrative support personnel.





Legal Proceedings

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.

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 our equity and/or debt securities.

Revenue and cost of goods sold

For both the three- and six-month periods ended April 30, 2021, we reported no revenue.




Operating expenses

Total operating expenses for the three-month period ended April 30, 2021 were $2,537 and the total operating expenses for the three-month period ended April 30, 2020 were $185,131. The total operating expenses for the six months ended April 30, 2021 and 2020 were $13,006 and $271,792, respectively. The operating expenses for the six-month period ended April 30, 2021 included audit fees of $10,500, regulatory filing fees of $2,385, web services and news releases of $100 and general and administrative expenses of $21. The decrease in total operating expenses for each period reflects the impact of the COVID-19 pandemic on our operations.






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Net Loss

The net profit for the three-month period ended April 30, 2021 was $67,534, as compared to the net loss for the three-month period ended April 30, 2020 of $185,131, primarily driven by the inclusion of gains on settlements reached with creditors during the three-month period ended April 30, 2021. The net profit for the six-month period ended April 30, 2021 was $57,065, as compared to a net loss for the six-month period ended April 30, 2020 of $271,792, reflecting the gains achieved on settlements with creditors.

Liquidity and Capital Resources

As of April 30, 2021, our total assets were $1,030,050, as compared to $1,030,071 as of October 31, 2020.

As of April 30, 2021, our current liabilities were $181,910 and stockholder's equity was $848,140.

Cash Flows from Operating Activities

For the six-month period ended April 30, 2021, net cash flows used in our operating activities was ($5,121), as compared to net cash outflow of ($74,932) for the six-month period ended April 30, 2020. The decrease in cash flows reflects the impact of the Covid-19 on our operations.

Cash Flows from Investing Activities

For the six-month period ended April 30, 2021, there were no cash flows from our investing activities. This compares with cash outflows from investing activities in the corresponding period ending April 30, 2020 of $105,000 relating to the acquisition of the title to the 30 Desgrosbois Property claims which were previously under option to our company.

Cash Flows from Financing Activities

For the six-month period ended April 30, 2021, we recorded cash inflows of $5,100 relating to financing activities, as compared to outflows of $5,000 for the six-month period ended April 30, 2020. These were in connection with changes to related party loans in both periods.

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.



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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 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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