0001273511-14-000012.txt : 20140123 0001273511-14-000012.hdr.sgml : 20140123 20140123123030 ACCESSION NUMBER: 0001273511-14-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20140122 ITEM INFORMATION: Entry into a Material Definitive Agreement FILED AS OF DATE: 20140123 DATE AS OF CHANGE: 20140123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US TUNGSTEN CORP. CENTRAL INDEX KEY: 0001436309 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 770721432 FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-151702 FILM NUMBER: 14542169 BUSINESS ADDRESS: STREET 1: 871 CORONADO CENTER DRIVE STREET 2: SUITE 200 CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 702-940-2323 MAIL ADDRESS: STREET 1: 871 CORONADO CENTER DRIVE STREET 2: SUITE 200 CITY: HENDERSON STATE: NV ZIP: 89052 FORMER COMPANY: FORMER CONFORMED NAME: Stealth Resources Inc DATE OF NAME CHANGE: 20080529 8-K 1 ustungstenform8kjan222014.htm FORM 8-K DATED JANUARY 22, 2014 US TUNGSTEN - Form 8-K

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


Date of Report (Date of earliest event reported)

January 22, 2014

US Tungsten Corp.

(Exact name of registrant as specified in its charter)

Nevada

333-151702

77-0721432

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

871 Coronado Centre Drive, Suite 200, Henderson, NV

89052

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(702) 940-2323

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Item 1.01

Entry into a Material Definitive Agreement


Effective January 22, 2014, we executed a subscription agreement with Well Bright Asia Pacific Limited of Hong Kong, wherein Well Bright has agreed to subscribe for 2,000,000 units at a purchase price of $0.10 per unit.  Each unit consists of one share of common stock and one non-transferable common stock share purchase warrant. Each warrant is exercisable into one share of common stock at an exercise price of $0.10 per warrant for a period of one year from the date of issuance of the unit.

Pursuant to the subscription agreement, Well Bright will make the following payments for the purchase of the units:

·

$100,000 on or before January 31, 2014; and

·

$100,000 on or before February 15, 2014

The securities underlying the units will be issued to Well Bright upon receipt of the subscription funds.




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.



US TUNGSTEN CORP.

/s/ Barry Wattenberg

Barry Wattenberg

Chief Financial Officer and Director

Date:

January 22, 2014