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
November 1, 2019
Date of Report
VENTURE VANADIUM INC.
(Exact name of registrant as specified in its charter)
Nevada
333-215459
32-0507158
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
One Oxford Centre, 301 Grant Street, Suite 4300, Pittsburgh, 15219
(Address of principal executive offices)
412-577-2499
Registrant’s telephone number, including area code
N/A
(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:
[ ]
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(c))
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 4.01. Changes in Company's Certifying Accountant.
Dismissal of Independent Registered Public Accounting Firm.
On January 28, 2019, we engaged DylanFloyd Accounting & Consulting ("DylanFloyd") as our independent registered public accounting
firm to audit the Company’s consolidated financial statements for the fiscal year ended October 31, 2018. Effective October 31, 2019,
Venture Vanadium Inc. (the "Company") dismissed DylanFloyd as the Company's independent registered public accounting firm. The
dismissal was recommended and approved by the Company's board of directors.
The reports of DylanFloyd regarding the Company's financial statements for the fiscal year ended October 31, 2018, the quarterly period
ended January 31, 2019, the quarterly period ended April 30, 2019 and the quarterly period ended July 31, 2019 of the Company did not
contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting
principles, except that such reports contained an explanatory paragraph with respect to uncertainty as to the Company's ability to continue
as a going concern.
During the fiscal year ended October 31, 2018, the quarterly period ended January 31, 2019, the quarterly period ended April 30, 2019
and the quarterly period ended July 31, 2019 of the Company and through October 31, 2019, there were (i) no disagreements between
the Company and DylanFloyd on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of DylanFloyd, would have caused DylanFloyd to make reference
thereto in their reports on the Company's consolidated financial statements for such years, and (ii) no "reportable events" as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
Engagement of New Independent Registered Public Accounting Firm.
On October 31, 2019, the Company engaged Fruci & Associates II, PLLC ("Fruci") to serve as the Company's independent registered
public accounting firm for the fiscal year ending October 31, 2019. Fruci will be performing reviews of the balance sheet of the Company
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 the Company’s annual reports on Form 10-K for the year ended October 31, 2019.
During each of the Company’s two most recent fiscal years and through the date of this report, (a) the Company has not engaged Fruci
as either the principal accountant to audit the Company’s financial statements, or as an independent accountant to audit a significant
subsidiary of the Company and on whom the principal accountant is expected to express reliance in its report; and (b) the Company or
someone on its behalf did not consult Fruci with respect to (i) either: the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be rendered on the Company’s financial statements, or (ii) any other
matter that was either the subject of a disagreement or a reportable event as set forth in Items 304(a)(1)(iv) and (v) of Regulation S-K.
During the Company's two most recent fiscal years ended October 31, 2018 and 2017, neither the Company nor anyone acting on its
behalf consulted with Fruci regarding: (i) the application of accounting principles to a specified transaction, either completed or proposed;
(ii) the type of audit opinion that might be rendered on the Company's financial statements by Fruci, nor did Fruci provide written or oral
advice to the Company that Fruci concluded was an important factor considered by the Company in reaching a decision as to any
accounting, auditing or financial reporting issues; or (iii) any other matter that was the subject of a "disagreement" or "reportable event"
(as such terms are described in Items 304(a)(1)(iv) and (v) of Regulation S-K).
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit 16.1
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.
VENTURE VANADIUM INC.
Date: November 8, 2019
By: /s/ Ian Ilsley
Ian Ilsley
President