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)		March 1827, 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, for the purchase of up to 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.

As of March 18, 2014, Well Bright has provided subscription funds in the amount of $100,000 for the purchase of 1,000,000 units.


Item 3.02	Unregistered Sales of Equity Securities

Effective March 1827, 2014, we issued 1195,~~000,000~~421 shares of our common stock at a deemed price of $0.09 per share. The shares were issued as payment for interest-in-kind to one non U.S. persons (at that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.

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:	March 2527, 2014

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