UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): April 7, 2014
TUNGSTEN CORP.
(Exact name of registrant as specified in its charter)
Nevada 000-54342 98-0583175
(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification No.)
1671 Southwest 105 Lane, Davie, Florida 33324
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (954) 476-4638
Not Applicable
(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))
SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
On April 7, 2014, Tungsten Corp., a Nevada corporation (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.
The foregoing description of the Amendment is qualified in its entirety by
reference to the full text of the Amendment, a copy of which is attached hereto
to Exhibit 10.1, and is incorporated herein by reference.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1 Amendment No. 1 to Registration Rights Agreement, dated February 18, 2014,
between the Company and Hanover Holdings I, LLC
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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.
TUNGSTEN CORP. (Registrant)
Date: April 7, 2014 By: /s/ Guy Martin
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Guy Martin
President and Chief Executive Officer
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