STOCKHOLDERS' DEFICIT	9 Months Ended
Oct. 31, 2014
STOCKHOLDERS' DEFICIT
STOCKHOLDERS' DEFICIT	Note 7 - Stockholders' Deficit Shares Authorized Upon formation the total number of shares of common stock which the Company is authorized to issue is Fifty Million (50,000,000) shares, par value $0.001 per share. On March 9, 2012 the Board of Directors and the consenting stockholders adopted and approved a resolution to effectuate an amendment to the Company's Articles of Incorporation to (i) increase the number of shares of authorized common stock from 50,000,000 to 300,000,000; (ii) create 25,000,000 shares of "blank check" preferred stock with a par value of $0.0001 per share and (iii) decrease the par value of common stock from $0.001 per share to $0.0001 per share. Common stock Shares Issued for Cash On April 8, 2013, concurrent with the closing of the reverse merger, the Company closed a private placement of 2,000,000 shares at $0.25 per share for an aggregate of $500,000 in subscription receivable, $250,000 of which was received upon closing of the private placement while the remaining $250,000 was received on May 24, 2013 and May 28, 2013. Immediately after the reverse merger and the private placement the Company had 71,000,000 issued and outstanding common shares. The Company has entered into lock up agreements with each of Messrs. Martin and Oliver in regards to the aggregate of 3,000,000 shares of the common stock that each hold (the "Lock Up Agreements"). Pursuant to the terms of the Lock Up Agreements, in regards to their respective 3,000,000 shares of common stock, 1,000,000 shares have been released concurrent with the closing of the Transaction, and 1,000,000 shares shall be released on each anniversary thereafter. On April 19, 2013, the Company cancelled 6,000,000 shares, in the aggregate, of the Company's common stock that was held by two former shareholders. On February 18, 2014 (the "Closing Date"), Tungsten Corp., a Nevada corporation (the "Company"), entered into a common stock purchase agreement dated as of the Closing Date (the "Purchase Agreement") with Hanover Holdings I, LLC, a New York limited liability company (the "Investor"). The Purchase Agreement provides that, upon the terms and subject to the conditions set forth therein, the Investor is committed to purchase up to $3,000,000 (the "Total Commitment") worth of the Company's common stock, $0.0001 par value (the "Shares"), over the 24-month term of the Purchase Agreement. In accordance with the Purchase Agreement, the Company issued 2,065,177 shares of its restricted common stock representing the initial commitment shares, valued at $150,000, and 934,823 shares of its restricted common stock representing the additional commitment shares, valued at $46,741, both values representing the fair value of the common stock on the dates of issuance, which were recorded as cost for financing. On April 7, 2014, the Company entered into Amendment No.1 (the "Amendment) to the Registration Rights Agreement (the "Rights Agreement"), dated February 18, 2014, between the Company and Hanover Holdings I, LLC, a New York limited liability company. Pursuant to the terms of the Amendment, the Company is required to file a registration statement with the Securities and Exchange Commission covering the resale of 21,388,254 shares of common stock, including 2,065,177 shares as initial commitment shares, 3,750,000 shares as additional commitment shares, and 9,600,000 shares to cover the total commitment under the Rights Agreement. Shares Issued for Conversions of Notes Payable On August 27, 2014 Magna Equities II, LLC converted $15,000 of the principal amount of the senior convertible note dated January 2nd, 2014 in the principal amount of $127,500 (the "Note"), into 1,775,148 Shares of Common Stock of the Company, according to the conditions of the Note. On September 12, 2014, Magna Equities II, LLC converted $10,000 of the principal amount of the senior convertible note dated January 2nd, 2014 in the principal amount of $127,500 (the "Note"), into 3,752,345 Shares of Common Stock of the Company, according to the conditions of the Note. On October 27, 2014, Magna Equities II, LLC converted $4,450 of the principal amount of the senior convertible note dated January 2nd, 2014 in the principal amount of $127,500 (the "Note"), into 3,803,419 Shares of Common Stock of the Company, according to the conditions of the Note. On October 27, 2014, LG Capital Funding, LLC converted $4,600 of the principal amount and $35.29 of the interest amount of the senior convertible note dated September 9th, 2014 in the principal amount of $30,000 (the "Note"), into 3,961,786 Shares of Common Stock of the Company, according to the conditions of the Note. Shares Issued for Obtaining Employee Services Shares Awarded for Directors' Services to Joseph P. Galda On May 13, 2013, the Company entered into a Restricted Stock Award Agreement (the "Agreement") with Joseph P. Galda, pursuant to which Mr. Galda was granted 750,000 shares of restricted common stock of the Company (the "Restricted Shares") in consideration for services to be rendered to the Company by Mr. Galda as a director of the Company. The Restricted Shares will vest over a three (3) year period at the rate of 62,500 shares of common stock per quarter, with the first portion of the Restricted Shares vesting on June 30, 2013 and all the Restricted Shares vesting by March 31, 2016. Under the Agreement, all unvested Restricted Shares shall vest upon a "change in control," as defined in the Agreement. According to the Agreement, the vesting of the Restricted Shares is subject to Mr. Galda's continuous service to the Company as a director. In the event that the Board of Directors of the Company determines that Mr. Galda has committed certain acts of misconduct, Mr. Galda will not be entitled to the Restricted Shares. Mr. Galda also made certain representations to the Company in connection with the restricted stock award, including representations relating to this ability to bear economic risk, the sufficiency of information received, his level of sophistication in financial and business matters, and his purpose for acquiring the Restricted Shares. These shares were valued at $0.81 per share, the close price on the date of grant, or $607,500 and were amortized over the vesting period, or $50,625 per quarter which was included in Officer/Directors' compensation. For the fiscal year ended January 31, 2014 the Company recognized $151,875 in equity based compensation under this Agreement. For the six months ended October 31, 2014 the Company recognized $101,250 in equity based compensation under this Agreement. On January 31, 2014 the Restricted Stock Award Agreement with Joseph P. Galda was amended and restated with the effect that the first vesting of the Restricted Shares in the amount of 250,000 shares will take place on April 30, 2014. All other provisions of the Agreement remain unchanged and in force. Shares Awarded for Directors' Services to David Bikerman On January 31, 2013, the Company entered into a Restricted Stock Award Agreement (the "Agreement") with David Bikerman, pursuant to which Mr. Bikerman was granted 750,000 shares of restricted common stock of the Company (the "Restricted Shares") in consideration for services to be rendered to the Company by Mr. Bikerman as a director of the Company. The Restricted Shares will vest over a three (3) year period at the rate of 62,500 shares of common stock per quarter, with the first 187,500 of the Restricted Shares vesting on April 30, 2014 and all the Restricted Shares vesting by June 30, 2016. Under the Agreement, all unvested Restricted Shares shall vest upon a "change in control," as defined in the Agreement. According to the Agreement, the vesting of the Restricted Shares is subject to Mr. Bikerman's continuous service to the Company as a director. In the event that the Board of Directors of the Company determines that Mr. Bikerman has committed certain acts of misconduct, Mr. Bikerman will not be entitled to the Restricted Shares. Mr. Bikerman also made certain representations to the Company in connection with the restricted stock award, including representations relating to this ability to bear economic risk, the sufficiency of information received, his level of sophistication in financial and business matters, and his purpose for acquiring the Restricted Shares. These shares were valued at $0.075 per share, the close price on the date of grant, or $56,250 and will be amortized over the vesting period, or $4,687.50 per quarter which will be included in officer/directors' compensation. For the nine months ended October 31, 2014 the Company recognized $9,375 in equity based compensation under this Agreement. Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or Services On January 17, 2014 the Company entered into an Agreement with Carmel Advisors LLC to provide public relations, communications, advisory and consulting services for a period of twelve (12) months, and be compensated for those services rendered by the issuance of 2,000,000 restricted 144 shares of the Company's common stock, and that when issued in accordance with the Agreement, such shares are earned ratably over the term of the agreement and the unearned shares are forfeitable in the event of non-performance by Carmel Advisor or terminated by the Company. As of October 31, 2014 the 2,000,000 shares were issued in satisfaction of the terms of the Agreement. These shares were valued at $0.09 per share, the close price on the date of grant, or $180,000, and will be amortized over the twelve (12) month period, or $15,000 per month which will be included in general and administration: advertising and promotion expenses. For the three months ended October 31, 2014 the Company recognized $45,000 in Advertising and Promotion expenses under this Agreement. For the nine months ended October 31, 2014 the Company recognized $90,000 in Advertising and Promotion expenses under this Agreement. On January 31, 2014 the Company entered into a letter agreement (the "Letter Agreement") with Crescendo Communications, LLC ("Crescendo") whereby Crescendo has agreed to accept shares of common stock of the Company as partial payment of fees owed, and that when issued pursuant to the Letter Agreement, such shares shall be fully paid and non-assessable by the Company. For the three months ended April 30, 2014, in satisfaction of the payment of $5,250 for fees owed, 81,636 restricted shares were issued whose total fair value equaled the amount owed. For the three months ended October 31, 2014, in satisfaction of the payment of $5,250 for fees owed, 296,808 restricted shares were issued whose total fair value equaled the amount paid.

STOCKHOLDERS' DEFICIT

9 Months Ended

Oct. 31, 2014

Note 7 - Stockholders' Deficit

Shares Authorized

Upon  formation  the total number of shares of common stock which the Company is

authorized to issue is Fifty Million  (50,000,000)  shares, par value $0.001 per

share.

On March 9, 2012 the Board of Directors and the consenting  stockholders adopted

and approved a resolution to  effectuate an amendment to the Company's  Articles

of Incorporation to (i) increase the number of shares of authorized common stock

from 50,000,000 to 300,000,000;  (ii) create  25,000,000 shares of "blank check"

preferred stock with a par value of $0.0001 per share and (iii) decrease the par

value of common stock from $0.001 per share to $0.0001 per share.

Common stock

Shares Issued for Cash

On April 8, 2013, concurrent with the closing of the reverse merger, the Company

closed a  private  placement  of  2,000,000  shares  at $0.25  per  share for an

aggregate of $500,000 in subscription receivable, $250,000 of which was received

upon closing of the private placement while the remaining  $250,000 was received

on May 24, 2013 and May 28, 2013.

Immediately  after the reverse merger and the private  placement the Company had

71,000,000 issued and outstanding common shares.

The Company has entered into lock up agreements with each of Messrs.  Martin and

Oliver in regards to the aggregate of 3,000,000  shares of the common stock that

each  hold  (the  "Lock Up  Agreements").  Pursuant  to the terms of the Lock Up

Agreements,  in regards to their  respective  3,000,000  shares of common stock,

1,000,000  shares  have  been  released  concurrent  with  the  closing  of  the

Transaction,  and  1,000,000  shares  shall  be  released  on  each  anniversary

thereafter.

On April 19, 2013, the Company cancelled 6,000,000 shares, in the aggregate,  of

the Company's common stock that was held by two former shareholders.

On February 18, 2014 (the "Closing Date"),  Tungsten Corp., a Nevada corporation

(the "Company"),  entered into a common stock purchase agreement dated as of the

Closing Date (the "Purchase Agreement") with Hanover Holdings I, LLC, a New York

limited  liability  company (the "Investor").  The Purchase  Agreement  provides

that,  upon the terms and  subject  to the  conditions  set forth  therein,  the

Investor is  committed  to purchase up to  $3,000,000  (the "Total  Commitment")

worth of the Company's common stock, $0.0001 par value (the "Shares"),  over the

24-month term of the Purchase Agreement.

In accordance with the Purchase  Agreement,  the Company issued 2,065,177 shares

of its  restricted  common stock  representing  the initial  commitment  shares,

valued  at  $150,000,   and  934,823  shares  of  its  restricted  common  stock

representing the additional  commitment shares,  valued at $46,741,  both values

representing the fair value of the common stock on the dates of issuance,  which

were recorded as cost for financing.

On April 7, 2014, the Company  entered into  Amendment No.1 (the  "Amendment) to

the Registration Rights Agreement (the "Rights  Agreement"),  dated February 18,

2014,  between  the Company  and  Hanover  Holdings  I, LLC, a New York  limited

liability  company.  Pursuant  to the terms of the  Amendment,  the  Company  is

required to file a  registration  statement  with the  Securities  and  Exchange

Commission  covering the resale of 21,388,254 shares of common stock,  including

2,065,177 shares as initial  commitment  shares,  3,750,000 shares as additional

commitment  shares, and 9,600,000 shares to cover the total commitment under the

Rights Agreement.

Shares Issued for Conversions of Notes Payable

On August 27, 2014 Magna  Equities II, LLC  converted  $15,000 of the  principal

amount of the senior  convertible  note dated January 2nd, 2014 in the principal

amount of $127,500 (the "Note"),  into  1,775,148  Shares of Common Stock of the

Company, according to the conditions of the Note.

On September 12, 2014, Magna Equities II, LLC converted $10,000 of the principal

amount of the senior  convertible  note dated January 2nd, 2014 in the principal

amount of $127,500 (the "Note"),  into  3,752,345  Shares of Common Stock of the

Company, according to the conditions of the Note.

On October 27, 2014,  Magna  Equities II, LLC converted  $4,450 of the principal

amount of the senior  convertible  note dated January 2nd, 2014 in the principal

amount of $127,500 (the "Note"),  into  3,803,419  Shares of Common Stock of the

Company, according to the conditions of the Note.

On October 27, 2014, LG Capital  Funding,  LLC converted $4,600 of the principal

amount and $35.29 of the interest  amount of the senior  convertible  note dated

September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into

3,961,786 Shares of Common Stock of the Company,  according to the conditions of

the Note.

Shares Issued for Obtaining Employee Services

Shares Awarded for Directors' Services to Joseph P. Galda

On May 13, 2013,  the Company  entered into a Restricted  Stock Award  Agreement

(the "Agreement") with Joseph P. Galda,  pursuant to which Mr. Galda was granted

750,000  shares of  restricted  common  stock of the  Company  (the  "Restricted

Shares")  in  consideration  for  services  to be rendered to the Company by Mr.

Galda as a director of the Company. The Restricted Shares will vest over a three

(3) year period at the rate of 62,500  shares of common stock per quarter,  with

the first portion of the Restricted  Shares vesting on June 30, 2013 and all the

Restricted  Shares vesting by March 31, 2016. Under the Agreement,  all unvested

Restricted  Shares  shall  vest upon a "change  in  control,"  as defined in the

Agreement.  According to the Agreement,  the vesting of the Restricted Shares is

subject to Mr. Galda's continuous  service to the Company as a director.  In the

event that the Board of Directors of the Company  determines  that Mr. Galda has

committed  certain  acts of  misconduct,  Mr.  Galda will not be entitled to the

Restricted Shares. Mr. Galda also made certain representations to the Company in

connection with the restricted stock award, including  representations  relating

to this ability to bear economic risk, the sufficiency of information  received,

his level of sophistication  in financial and business matters,  and his purpose

for  acquiring  the  Restricted  Shares.  These  shares were valued at $0.81 per

share, the close price on the date of grant, or $607,500 and were amortized over

the   vesting   period,   or  $50,625  per   quarter   which  was   included  in

Officer/Directors'  compensation. For the fiscal year ended January 31, 2014 the

Company  recognized  $151,875 in equity based compensation under this Agreement.

For the six months  ended  October 31, 2014 the Company  recognized  $101,250 in

equity based compensation under this Agreement.

On January 31, 2014 the  Restricted  Stock Award  Agreement with Joseph P. Galda

was  amended  and  restated  with the  effect  that  the  first  vesting  of the

Restricted  Shares in the amount of 250,000  shares will take place on April 30,

2014. All other provisions of the Agreement remain unchanged and in force.

Shares Awarded for Directors' Services to David Bikerman

On January 31, 2013, the Company entered into a Restricted Stock Award Agreement

(the  "Agreement")  with David  Bikerman,  pursuant  to which Mr.  Bikerman  was

granted  750,000  shares  of  restricted   common  stock  of  the  Company  (the

"Restricted Shares") in consideration for services to be rendered to the Company

by Mr.  Bikerman as a director of the Company.  The Restricted  Shares will vest

over a three (3) year  period at the rate of 62,500  shares of common  stock per

quarter,  with the first 187,500 of the  Restricted  Shares vesting on April 30,

2014  and all  the  Restricted  Shares  vesting  by June  30,  2016.  Under  the

Agreement, all unvested Restricted Shares shall vest upon a "change in control,"

as defined in the  Agreement.  According  to the  Agreement,  the vesting of the

Restricted Shares is subject to Mr. Bikerman's continuous service to the Company

as a  director.  In the  event  that  the  Board  of  Directors  of the  Company

determines  that Mr.  Bikerman has  committed  certain acts of  misconduct,  Mr.

Bikerman will not be entitled to the Restricted  Shares.  Mr. Bikerman also made

certain  representations  to the Company in connection with the restricted stock

award, including representations relating to this ability to bear economic risk,

the  sufficiency  of  information  received,  his  level  of  sophistication  in

financial and business  matters,  and his purpose for  acquiring the  Restricted

Shares.  These  shares were  valued at $0.075 per share,  the close price on the

date of grant,  or $56,250 and will be  amortized  over the vesting  period,  or

$4,687.50 per quarter which will be included in officer/directors' compensation.

For the nine months  ended  October 31,  2014 the Company  recognized  $9,375 in

equity based compensation under this Agreement.

Equity Instruments Issued to Parties Other Than Employees for Acquiring Goods or

Services

On January 17, 2014 the Company  entered into an Agreement with Carmel  Advisors

LLC  to  provide  public  relations,  communications,  advisory  and  consulting

services  for a period of  twelve  (12)  months,  and be  compensated  for those

services  rendered by the  issuance of  2,000,000  restricted  144 shares of the

Company's  common stock,  and that when issued in accordance with the Agreement,

such shares are earned  ratably over the term of the  agreement and the unearned

shares are  forfeitable  in the event of  non-performance  by Carmel  Advisor or

terminated  by the  Company.  As of October 31, 2014 the  2,000,000  shares were

issued in satisfaction  of the terms of the Agreement.  These shares were valued

at $0.09 per share, the close price on the date of grant, or $180,000,  and will

be amortized over the twelve (12) month period,  or $15,000 per month which will

be included in general and  administration:  advertising and promotion expenses.

For the three months ended  October 31, 2014 the Company  recognized  $45,000 in

Advertising  and Promotion  expenses under this  Agreement.  For the nine months

ended  October  31,  2014 the  Company  recognized  $90,000 in  Advertising  and

Promotion expenses under this Agreement.

On January 31, 2014 the Company  entered  into a letter  agreement  (the "Letter

Agreement") with Crescendo  Communications,  LLC ("Crescendo") whereby Crescendo

has agreed to accept shares of common stock of the Company as partial payment of

fees owed, and that when issued  pursuant to the Letter  Agreement,  such shares

shall be fully paid and  non-assessable  by the  Company.  For the three  months

ended April 30, 2014,  in  satisfaction  of the payment of $5,250 for fees owed,

81,636  restricted  shares were issued whose total fair value equaled the amount

owed.  For the three  months  ended  October 31, 2014,  in  satisfaction  of the

payment of $5,250 for fees owed,  296,808  restricted  shares were issued  whose

total fair value equaled the amount paid.

- Definition

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 235

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.4-08.(d),(e))

-URI http://asc.fasb.org/extlink&oid=26873400&loc=d3e23780-122690

Reference 2: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 4

-Subparagraph (SAB TOPIC 4.C)

-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187143-122770

Reference 3: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 210

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.5-02.29-31)

-URI http://asc.fasb.org/extlink&oid=6877327&loc=d3e13212-122682

Reference 4: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 310

-SubTopic 10

-Section S99

-Paragraph 2

-Subparagraph (SAB TOPIC 4.E)

-URI http://asc.fasb.org/extlink&oid=27010918&loc=d3e74512-122707

Reference 5: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 4

-Section C

Reference 6: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Staff Accounting Bulletin (SAB)

-Number Topic 4

-Section E

Reference 7: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Article 4

Reference 8: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 6

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21506-112644

Reference 9: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Glossary Preferred Stock

-URI http://asc.fasb.org/extlink&oid=6521494

Reference 10: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 02

-Paragraph 29, 30, 31

-Article 5

Reference 11: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 04

-Article 3

Reference 12: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21463-112644

Reference 13: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section S99

-Paragraph 1

-Subparagraph (SX 210.3-04)

-URI http://asc.fasb.org/extlink&oid=27012166&loc=d3e187085-122770

Reference 14: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 3

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21475-112644

Reference 15: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 11

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21564-112644

Reference 16: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 5

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21488-112644

Reference 17: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 10

-Section 50

-Paragraph 4

-URI http://asc.fasb.org/extlink&oid=6928386&loc=d3e21484-112644

Reference 18: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Regulation S-X (SX)

-Number 210

-Section 08

-Paragraph d

-Article 4

Reference 19: http://www.xbrl.org/2003/role/presentationRef

-Publisher FASB

-Name Accounting Standards Codification

-Topic 505

-SubTopic 30

-Section 50

-Paragraph 2

-URI http://asc.fasb.org/extlink&oid=6405834&loc=d3e23285-112656

+ Details

Tungsten Corp. 10-Q/A