Filed Pursuant to Rule 424(b)(3)
                                                     Registration No. 333-195173

                           PROSPECTUS SUPPLEMENT NO. 2

                        21,338,254 SHARES OF COMMON STOCK

                                 TUNGSTEN CORP.

                                  COMMON STOCK

     This  Prospectus  Supplement  No. 2 supplements  and amends our  Prospectus
dated June 16,  2014.  This  Prospectus  Supplement  No. 2 includes our attached
Quarterly  Report on Form 10-Q for the quarter  ended October 31, 2014, as filed
with the Securities and Exchange  Commission on December 23, 2014 and as amended
on December 24, 2014.

     The Prospectus,  any prospectus  supplements  filed before the date hereof,
and this  Prospectus  Supplement  No. 2 relate to the resale of up to 21,338,254
shares of our common  stock,  which may be offered by the selling  stockholders.
The shares of common  stock being  offered by the selling  stockholders  (i) are
issuable upon conversion of a senior convertible note in the principal amount of
$2,165 as of  December  24,  2014  (the  "Convertible  Note")  that we issued to
Hanover  Holdings LLC  ("Hanover")  on January 2, 2014; and (ii) are held by our
current directors and officers, including Guy Martin (President, Chief Executive
Officer,  Treasurer, Chief Financial Officer), Douglas Oliver (Vice President of
Exploration), Joseph Galda (Corporate Secretary) and David Bikerman.

     We are not  selling  any  securities  under  this  prospectus  and will not
receive any of the proceeds from the resale of shares of our common stock by the
selling  stockholders  under this  prospectus,  however,  we have received gross
proceeds of $85,000 from the sale of the Convertible Note to Hanover.

     This  Prospectus  Supplement No. 2 should be read in  conjunction  with the
Prospectus  and any  prospectus  supplements  filed before the date hereof.  Any
statement  contained in the  Prospectus  and any  prospectus  supplements  filed
before the date  hereof  shall be deemed to be  modified  or  superseded  to the
extent  that  information  in this  Prospectus  Supplement  No.  2  modifies  or
supersedes  such statement.  Any statement that is modified or superseded  shall
not be deemed to  constitute  a part of the  Prospectus  except as  modified  or
superseded by this Prospectus Supplement No. 2.

     Our common stock is quoted on the OTCQB,  under the symbol "TUNG". The last
reported  sale price of our common  stock on the OTCQB on December  22, 2014 was
$0.0009 per share.

     INVESTING IN OUR COMMON STOCK INVOLVES A HIGH DEGREE OF RISK. SEE THE "RISK
FACTORS" SECTION OF THE PROSPECTUS.

     NEITHER THE  SECURITIES AND EXCHANGE  COMMISSION  NOR ANY STATE  SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE  SECURITIES OR DETERMINED IF THE
PROSPECTUS  OR THIS  PROSPECTUS  SUPPLEMENT  NO. 1 IS TRUTHFUL OR COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

       The date of this Prospectus Supplement No. 2 is December 24, 2014.

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q/A
                                (AMENDMENT NO. 1)

(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

    For the quarterly period ended October 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

    For the transition period from __________ to ___________

                        Commission File Number: 000-54342


                                 TUNGSTEN CORP.
           (Name of small business issuer as specified in its charter)

            Nevada                                               98-0583175
(State or other jurisdiction of                               (I.R.S. Employer
 incorporation or organization)                              Identification No.)

       1671 SW 105 Lane, Davie, FL                                 33324
(Address of principal executive offices)                         (Zip Code)

                                 (954) 476-4638
              (Registrant's Telephone Number, including area code)

Indicate by check whether the  registrant  (1) filed all reports  required to be
filed by  Section  13 or 15(d) of the  Exchange  Act of 1934  during the past 12
months (or for such shorter period that the registrant was required to file such
reports),  and (2) has been subject to such filing  requirements for the past 90
days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the Registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

As of December 15, 2014, there were  185,350,418  shares of the issuer's $0.0001
par value common stock issued and outstanding.

                               TABLE OF CONTENTS

                                                                            Page
                                                                            ----

                                     PART I

                              FINANCIAL INFORMATION

Item 1.  Financial Statements                                                 3

Item 2.  Management's Discussion and Analysis of Financial Condition
         and Results of Operations                                           28

Item 3.  Quantitative and Qualitative Disclosures about Market Risk          33

Item 4.  Controls and Procedures                                             33

                                  PART II

                             OTHER INFORMATION

Item 1.  Legal Proceedings                                                   35

Item 1A. Risk Factors                                                        35

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds         35

Item 3.  Defaults Upon Senior Securities                                     35

Item 4.  Mine Safety Disclosures                                             36

Item 5.  Other Information                                                   36

Item 6.  Exhibits                                                            36

                                       2

                         PART 1 - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                                 TUNGSTEN CORP.
                         (An Exploration Stage Company)
                           Consolidated Balance Sheets
                                   (Unaudited)



                                                                          October 31, 2014       January 31, 2014
                                                                          ----------------       ----------------
                                                                            (Unaudited)
                                                                                             
ASSETS

CURRENT ASSETS:
  Cash                                                                      $     42,695           $     27,007
  Prepaid expenses                                                                    --                  8,311
                                                                            ------------           ------------
      Total Current Assets                                                        42,695                 35,318
                                                                            ------------           ------------
OTHER ASSETS
  Mineral properties                                                                  --                174,013
                                                                            ------------           ------------
      Total Other Assets                                                              --                174,013
                                                                            ------------           ------------

      Total Assets                                                          $     42,695           $    209,331
                                                                            ============           ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
  Accounts payable and accrued expenses                                     $     82,703           $     17,141
  Convertible notes, net of discounts of $150,148 and $111,562                    96,702                 15,938
  Derivative liability                                                           315,049                214,050
  Advances from stockholders                                                      99,951                 99,951
                                                                            ------------           ------------
      Total Current Liabilities                                                  594,405                347,080
                                                                            ------------           ------------
STOCKHOLDERS' DEFICIT:
  Preferred stock par value $0.0001: 25,000,000 shares authorized;
   none issued or outstanding                                                         --                     --
  Common stock par value $0.0001: 300,000,000 shares authorized;
   88,608,569 and 71,542,799 shares issued and outstanding, respectively           8,861                  7,154
  Additional paid-in capital                                                   2,024,627              1,359,630
  Accumulated deficit                                                         (2,585,198)            (1,504,533)
                                                                            ------------           ------------
      Total Stockholders' Deficit                                               (551,710)              (137,749)
                                                                            ------------           ------------

      Total Liabilities and Stockholders' Deficit                           $     42,695           $    209,331
                                                                            ============           ============


        See accompanying notes to the consolidated financial statements.

                                       3

                                 TUNGSTEN CORP.
                         (An Exploration Stage Company)
                      Consolidated Statements of Operations
                                   (Unaudited)



                                                      For the            For the            For the           For the
                                                    Three Months       Three Months       Nine Months       Nine Months
                                                       Ended              Ended              Ended             Ended
                                                     October 31,        October 31,        October 31,       October 31,
                                                        2014               2013               2014              2013
                                                    ------------       ------------       ------------      ------------
                                                     (Unaudited)        (Unaudited)        (Unaudited)       (Unaudited)
                                                                                                
Revenue                                             $         --       $         --       $         --      $         --

Cost of exploration
  Exploration costs                                        6,575             52,814              6,575            73,565
                                                    ------------       ------------       ------------      ------------
      Total cost of exploration                            6,575             52,814              6,575            73,565
                                                    ------------       ------------       ------------      ------------

Gross margin                                              (6,575)           (52,814)            (6,575)          (73,565)

Operating expenses
  Director's fees                                         55,313             50,625            175,312           101,250
  Officers' compensation                                  27,000             27,000             81,000            72,067
  Professional fees                                       10,079             11,595             69,899            99,085
  General and administrative expenses                     54,464             17,197            172,261            93,563
  Loss on impairment                                          --                 --            169,013                --
                                                    ------------       ------------       ------------      ------------
      Total operating expenses                           146,856            106,417            667,485           365,965
                                                    ------------       ------------       ------------      ------------

Loss from operations                                    (153,431)          (159,231)          (674,060)         (439,530)

Other (income) expense
  Derivative expense                                       3,436                 --              3,436                --
  Change in fair value of derivative liabilities         201,984                 --            (11,568)               --
  Financing expense                                       41,922                 --            238,663                --
  Cost of extension                                           --                 --             18,025                --
  Interest expense                                        54,857                 --            158,049                --
                                                    ------------       ------------       ------------      ------------
      Other (income) expense, net                        302,199                 --            406,605                --
                                                    ------------       ------------       ------------      ------------

Loss before income tax provision                        (455,630)          (159,231)        (1,080,665)         (439,530)

Income tax provision                                          --                 --                 --                --
                                                    ------------       ------------       ------------      ------------

Net loss                                            $   (465,630)      $   (159,231)      $ (1,080,665)     $   (439,530)
                                                    ============       ============       ============      ============
Earnings per common share
  - basic and diluted                               $      (0.00)      $      (0.00)      $      (0.01)     $      (0.01)
                                                    ============       ============       ============      ============
Weighted average common shares outstanding
  - basic and diluted                                 78,860,712         68,750,000         75,614,375        52,573,700
                                                    ============       ============       ============      ============


        See accompanying notes to the consolidated financial statements.

                                       4

                                 TUNGSTEN CORP.
                         (An Exploration Stage Company)
                      Consolidated Statements of Cash Flows
                                   (Unaudited)



                                                                 For the                For the
                                                               Nine Months            Nine Months
                                                                  Ended                  Ended
                                                                October 31,            October 31,
                                                                   2014                   2013
                                                               ------------           ------------
                                                                (Unaudited)            (Unaudited)
                                                                                
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                     $ (1,080,665)          $   (439,530)
  Adjustments to reconcile net loss to net
   cash used in operating activities
     Amortization of debt and original issue discount               (65,986)                    --
     Loss on impairment                                             174,013                     --
     Stock based compensation                                       342,397                101,250
     Change in fair value of derivative liabilities                 168,618                     --
     Financing expense                                              238,663                     --
     Cost of extension                                               18,025                     --
  Changes in operating assets and liabilities:
     Prepaid expenses                                                 8,311                 (4,000)
     Accounts payable and accrued expenses                           65,562                 11,192
                                                               ------------           ------------
NET CASH USED IN OPERATING ACTIVITIES                              (131,062)              (331,088)
                                                               ------------           ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Cash used in acquisition                                               --                (46,092)
  Acquisition of mineral property claims                                 --               (152,722)
                                                               ------------           ------------
NET CASH USED IN INVESTING ACTIVITIES                                    --               (198,814)

CASH FLOWS FROM FINANCING ACTIVITIES:
  Amounts received from (repayments to) stockholders                     --                 76,951
  Proceeds from convertible notes                                   146,750                     --
  Proceeds from sale of common stock                                     --                500,000
                                                               ------------           ------------
NET CASH PROVIDED BY FINANCING ACTIVITIES                           146,750                576,951
                                                               ------------           ------------

NET CHANGE IN CASH                                                   15,688                 47,049

Cash at beginning of reporting period                                27,007                  7,163
                                                               ------------           ------------

Cash at end of reporting period                                $     42,695           $     54,212
                                                               ============           ============
SUPPLEMENTAL DISCLOSURE OF CASH FLOWS INFORMATION:
  Interest paid                                                $         --           $         --
                                                               ============           ============

  Income tax paid                                              $         --           $         --
                                                               ============           ============

NON-CASH INVESTING AND FINANCING ACTIVITIES:
  Extinguishment of derivative liability upon conversions      $     67,619           $         --
                                                               ============           ============

  Common stock issued for mineral property claims              $         --           $    750,000
                                                               ============           ============


        See accompanying notes to the consolidated financial statements.

                                       5

                                 Tungsten Corp.
                         (An Exploration Stage Company)
                            October 31, 2014 and 2013
                 Notes to the Consolidated Financial Statements
                                   (Unaudited)

Note 1 - Organization and Operations

Online Tele-Solutions, Inc.

Online Tele-Solutions, Inc. ("Online Tele-Solutions") was incorporated under the
laws of the State of Nevada on June 5, 2008.  Initial  operations  have included
organization and incorporation,  target market identification,  marketing plans,
and capital  formation.  A substantial  portion of the Company's  activities had
involved developing a business plan and establishing  contacts and visibility in
the marketplace. The Company has generated no revenues since inception.

Certificate of Amendment to the Articles of Incorporation

On March 9, 2012, the Board of Directors and the consenting stockholders adopted
and approved a resolution to (i) amend the Company's  Articles of  Incorporation
to (a) increase the number of shares of authorized  common stock from 50,000,000
to 300,000,000;  (b) create  25,000,000  shares of "blank check" preferred stock
with a par value of $0.0001  per  share;  (c) change the par value of the common
stock from $0.001 per share to $0.0001 per share;  and (ii) effectuate a forward
split of all  issued  and  outstanding  shares  of common  stock,  at a ratio of
thirty-for-one (30:1) (the "Stock Split").

Certificate of Amendment to the Articles of Incorporation

On November 14, 2012,  the Board of Directors of Online  Tele-Solutions  and two
(2)  stockholders  holding an  aggregate  of  45,600,000  shares of common stock
issued and  outstanding  as of  November 6, 2012,  approved  and  consented,  in
writing,  to effectuate an amendment to the Company's  Articles of Incorporation
to change  the name of Online  Tele-Solutions,  Inc.  to  "Tungsten  Corp."  the
"Company").

Nevada Tungsten Holdings Ltd.

Nevada Tungsten Holdings Ltd.  ("Tungsten") was incorporated on October 30, 2012
under  the laws of the  State of  Nevada.  Tungsten  intends  to  engage  in the
exploration of certain tungsten interests in the State of Nevada.

Reverse Acquisition and Change in Scope of Business

On April 8, 2013,  the Company  closed a voluntary  share  exchange  transaction
pursuant  to a stock  exchange  agreement  ("SEA")  with Guy  Martin  and Nevada
Tungsten  Holdings Ltd.  Pursuant to the terms of the SEA, the Company  acquired
all of the issued and  outstanding  shares of Nevada  Tungsten  Holdings  Ltd.'s
common stock from Guy Martin. The sole asset of Nevada Tungsten Holdings Ltd. is
an option  to  acquire  all  tungsten  rights  in  regards  to 32  patented  and
unpatented  mining claims situated in White Pine Country,  Nevada pursuant to an
option  agreement by and between  Viscount Nevada Holdings Ltd. (the "Optionor")
and Nevada Tungsten Holdings Ltd. (the "Option Agreement").

Immediately  prior to the  Share  Exchange  Transaction  on April 8,  2013,  the
Company had 66,000,000 common shares issued and outstanding. Simultaneously with
the Closing of the Share Exchange Agreement,  on the Closing Date, the Company's
then majority stockholder  surrendered  3,000,000 shares of the Company's common
stock to the Company for cancellation.

As a result of the Share Exchange Agreement, the Company issued 3,000,000 common
shares  for the  acquisition  of 100% of the issued  and  outstanding  shares of
Tungsten.  Even though the shares issued only represented  approximately 4.3% of
the issued and outstanding  common stock  immediately  after the consummation of
the Share Exchange  Agreement the  stockholder of Tungsten  completely took over
and  controlled  the board of  directors  and  management  of the  Company  upon
acquisition.

As a result of the  change in  control  to the then  Tungsten  Stockholder,  for
financial  statement  reporting  purposes,  the merger  between  the Company and
Tungsten  has been treated as a reverse  acquisition  with  Tungsten  deemed the
accounting  acquirer and the Company  deemed the  accounting  acquiree under the
acquisition  method of accounting in  accordance  with section  805-10-55 of the
FASB  Accounting  Standards  Codification.  The reverse  acquisition is deemed a
capital transaction and the net assets of Tungsten (the accounting acquirer) are
carried forward to the Company (the legal acquirer and the reporting  entity) at
their carrying value before the  acquisition.  The acquisition  process utilizes
the capital  structure of the Company and the assets and liabilities of Tungsten

                                       6

which are recorded at their  historical  cost.  The equity of the Company is the
historical  equity of Tungsten  retroactively  restated to reflect the number of
shares issued by the Company in the transaction.

Note 2 - Significant and Critical Accounting Policies

The  Management  of the  Company is  responsible  for the  selection  and use of
appropriate  accounting  policies and the appropriateness of accounting policies
and their application. Critical accounting policies and practices are those that
are both most  important to the portrayal of the Company's  financial  condition
and results and require  management's  most  difficult,  subjective,  or complex
judgments,  often as a result of the need to make estimates about the effects of
matters that are inherently  uncertain.  The Company's  significant and critical
accounting  policies and practices are disclosed  below as required by generally
accepted accounting principles.

Basis of Presentation - Unaudited Interim Financial Information

The accompanying  unaudited interim financial  statements and related notes have
been prepared in accordance with accounting principles generally accepted in the
United States of America ("U.S.  GAAP") for interim financial  information,  and
with the rules and  regulations  of the United  States  Securities  and Exchange
Commission  ("SEC") to Form 10-Q and Article 8 of Regulation  S-X.  Accordingly,
they do not include all of the information  and footnotes  required by U.S. GAAP
for complete financial  statements.  The unaudited interim financial  statements
furnished  reflect all  adjustments  (consisting of normal  recurring  accruals)
which are, in the opinion of  management,  necessary to a fair  statement of the
results for the interim periods  presented.  Interim results are not necessarily
indicative of the results for the full year. These unaudited  interim  financial
statements  should  be read in  conjunction  with the  financial  statements  of
Tungsten Corp. for the period from October 30, 2012 (inception)  through January
31, 2014 and notes  thereto  contained in the Company's  Current  Report on Form
10-K filed with the SEC on March 31, 2014.

Fiscal Year-End

The Company elected January 31st as its fiscal year ending date.

Exploration Stage Company

The Company has established the existence of mineralized  material;  however, it
has not established proven or probable reserves, as defined by the United States
Securities and Exchange  Commission  (the "SEC") under Industry Guide 7, through
the  completion of a "final" or  "bankable"  feasibility  study for  mineralized
material.  As a result,  the Company remains in the Exploration Stage as defined
under  Industry  Guide 7, and will continue to remain in the  Exploration  Stage
until such time proven or probable reserves have been established.

The  Company  has elected to adopt early  application  of  Accounting  Standards
Update No.  2014-10,  Development  Stage  Entities  (Topic 915):  Elimination of
Certain Financial Reporting  Requirements.  Upon adoption, the Company no longer
presents  or  discloses   inception-to-date   information  and  other  remaining
disclosure requirements of Topic 915.

Use  of  Estimates  and  Assumptions  and  Critical  Accounting   Estimates  and
Assumptions

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date(s)
of the financial  statements  and the reported  amounts of revenues and expenses
during the reporting period(s).

Critical  accounting  estimates  are  estimates  for which (a) the nature of the
estimate is material due to the levels of subjectivity and judgment necessary to
account for highly uncertain  matters or the  susceptibility  of such matters to
change and (b) the impact of the  estimate on  financial  condition or operating
performance  is  material.  The  Company's  critical  accounting  estimates  and
assumptions affecting the financial statements were:

     (i)  Assumption  as a going  concern:  Management  assumes that the Company
          will continue as a going  concern,  which  contemplates  continuity of
          operations,  realization of assets,  and liquidation of liabilities in
          the normal course of business;
     (ii) Valuation  allowance for deferred tax assets:  Management assumes that
          the  realization  of the Company's  net deferred tax assets  resulting
          from its net operating loss ("NOL")  carry-forwards for Federal income
          tax purposes that may be offset  against future taxable income was not
          considered  more likely than not and  accordingly,  the  potential tax
          benefits of the net loss carry-forwards are offset by a full valuation
          allowance.  Management made this  assumption  based on (a) the Company
          has incurred  recurring losses, (b) general economic  conditions,  and
          (c) its  ability  to raise  additional  funds  to  support  its  daily
          operations  by  way of a  public  or  private  offering,  among  other
          factors.

                                       7

     (iii)Estimates  and  assumptions  used in valuation of equity  instruments:
          Management  estimates  expected  term of  share  options  and  similar
          instruments,  expected  volatility of the Company's  common shares and
          the method  used to estimate  it,  expected  annual rate of  quarterly
          dividends,  and risk free  rate(s) to value share  options and similar
          instruments.

These  significant  accounting  estimates or assumptions bear the risk of change
due to the fact that there are  uncertainties  attached  to these  estimates  or
assumptions,  and certain  estimates or assumptions  are difficult to measure or
value.

Management  bases  its  estimates  on  historical   experience  and  on  various
assumptions  that are  believed to be  reasonable  in relation to the  financial
statements taken as a whole under the  circumstances,  the results of which form
the  basis  for  making  judgments  about the  carrying  values  of  assets  and
liabilities that are not readily apparent from other sources.

Management  regularly  evaluates the key factors and assumptions used to develop
the estimates utilizing currently  available  information,  changes in facts and
circumstances,  historical  experience  and reasonable  assumptions.  After such
evaluations, if deemed appropriate, those estimates are adjusted accordingly.

Actual results could differ from those estimates.

Principles of Consolidation

The  Company  applies  the  guidance  of Topic 810  "Consolidation"  of the FASB
Accounting  Standards  Codification to determine  whether and how to consolidate
another  entity.  Pursuant  to ASC  Paragraph  810-10-15-10  all  majority-owned
subsidiaries--all  entities  in  which  a  parent  has a  controlling  financial
interest--shall  be consolidated  except (1) when control does not rest with the
parent,  the majority  owner;  (2) if the parent is a  broker-dealer  within the
scope of Topic 940 and control is likely to be temporary;  (3)  consolidation by
an investment company within the scope of Topic 946 of a  non-investment-company
investee.  Pursuant  to ASC  Paragraph  810-10-15-8  the usual  condition  for a
controlling financial interest is ownership of a majority voting interest,  and,
therefore,  as a general rule  ownership by one  reporting  entity,  directly or
indirectly,  of more than 50 percent of the outstanding voting shares of another
entity is a condition  pointing toward  consolidation.  The power to control may
also exist with a lesser  percentage  of  ownership,  for example,  by contract,
lease,  agreement  with other  stockholders,  or by court  decree.  The  Company
consolidates  all  less-than-majority-owned  subsidiaries,  if any, in which the
parent's power to control exists.

The Company's consolidated subsidiary and/or entity is as follows:



                                                                   Date of incorporation
                                                                       or formation
Name of consolidated            State or other jurisdiction of     (date of acquisition,
subsidiary or entity            incorporation or organization          if applicable)        Attributable interest
--------------------            -----------------------------          --------------        ---------------------
                                                                                   
Nevada Tungsten Holdings Ltd.       The State of Nevada               October 30, 2012               100%
                                                                       (April 8, 2013)


These consolidated  financial  statements include all accounts of the Company as
of October 31, 2014 and for the period from April 8, 2013 (date of  acquisition)
through  October 31, 2014; and Nevada  Tungsten  Holdings Ltd. as of October 31,
2014 and 2013,  for the period ended  October 31, 2014,  and for the period from
October 30, 2012 (inception) through October 31, 2014.

All inter-company balances and transactions have been eliminated.

Reclassification

Certain amounts in the prior period financial  statements have been reclassified
to conform to the current period presentation.  These  reclassifications  had no
effect on reported losses.

Fair Value of Financial Instruments

The Company follows  paragraph  820-10-35-37  of the FASB  Accounting  Standards
Codification  ("Paragraph  820-10-35-37")  to  measure  the  fair  value  of its
financial  instruments  and  paragraph   825-10-50-10  of  the  FASB  Accounting
Standards  Codification  for  disclosures  about  fair  value  of its  financial
instruments.  Paragraph 820-10-35-37  establishes a framework for measuring fair
value in  accounting  principles  generally  accepted  in the  United  States of
America (U.S. GAAP), and expands disclosures about fair value  measurements.  To
increase  consistency and  comparability in fair value  measurements and related
disclosures,  Paragraph  820-10-35-37  establishes a fair value  hierarchy which
prioritizes  the inputs to valuation  techniques used to measure fair value into
three (3) broad levels.  The three (3) levels of fair value hierarchy defined by
Paragraph 820-10-35-37 are described below:

                                       8

Level 1    Quoted market prices available in active markets for identical assets
           or liabilities as of the reporting date.

Level 2    Pricing inputs other than quoted prices in active markets included in
           Level 1, which are either directly or indirectly observable as of the
           reporting date.

Level 3    Pricing  inputs  that  are  generally   observable   inputs  and  not
           corroborated by market data.

Financial  assets are  considered  Level 3 when their fair values are determined
using pricing models,  discounted cash flow  methodologies or similar techniques
and at least one significant model assumption or input is unobservable.

The  fair  value  hierarchy   gives  the  highest   priority  to  quoted  prices
(unadjusted)  in active  markets for  identical  assets or  liabilities  and the
lowest  priority  to  unobservable  inputs.  If the inputs  used to measure  the
financial  assets and  liabilities  fall  within  more than one level  described
above, the categorization is based on the lowest level input that is significant
to the fair value measurement of the instrument.

The carrying amounts of the Company's financial assets and liabilities,  such as
cash,  accounts  payable  and  accrued  expenses  approximate  their fair values
because of the short maturity of these instruments.

The Company  uses Level 3 of the fair value  hierarchy to measure the fair value
of the derivative  liabilities  and revalues its  derivative  liability at every
reporting  period and recognizes gains or losses in the statements of operations
that are attributable to the change in the fair value of the derivative  warrant
liability.

Transactions  involving  related parties cannot be presumed to be carried out on
an arm's-length basis, as the requisite  conditions of competitive,  free-market
dealings may not exist. Representations about transactions with related parties,
if made, shall not imply that the related party transactions were consummated on
terms equivalent to those that prevail in arm's-length  transactions unless such
representations can be substantiated.

Fair Value of Financial Assets and Liabilities Measured on a Recurring Basis

Level 3 Financial Liabilities - Derivative conversion features

The Company  uses Level 3 of the fair value  hierarchy to measure the fair value
of the derivative  liabilities and revalues its derivative warrant liability and
derivative  liability on the conversion  feature at every  reporting  period and
recognizes gains or losses in the consolidated statements of operations that are
attributable to the change in the fair value of the derivative liabilities.

Carrying Value, Recoverability and Impairment of Long-Lived Assets

The Company has adopted paragraph  360-10-35-17 of the FASB Accounting Standards
Codification for its long-lived assets. The Company's  long-lived assets,  which
include  mineral  properties,  are reviewed for  impairment  whenever  events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be recoverable.

The Company assesses the  recoverability  of its long-lived  assets by comparing
the projected undiscounted net cash flows associated with the related long-lived
asset or group of long-lived assets over their remaining  estimated useful lives
against their respective carrying amounts.  Impairment,  if any, is based on the
excess of the carrying amount over the fair value of those assets. Fair value is
generally  determined using the asset's expected future discounted cash flows or
market value, if readily determinable. If long-lived assets are determined to be
recoverable,  but the newly  determined  remaining  estimated  useful  lives are
shorter than originally estimated,  the net book values of the long-lived assets
are depreciated over the newly determined remaining estimated useful lives.

The Company considers the following to be some examples of important  indicators
that may trigger an impairment  review:  (i)  significant  under-performance  or
losses of assets relative to expected  historical or projected  future operating
results;  (ii)  significant  changes  in the  manner  or use of assets or in the
Company's  overall  strategy  with  respect to the manner or use of the acquired
assets or changes in the Company's overall business strategy;  (iii) significant
negative industry or economic trends; (iv) increased competitive pressures;  and
(v) regulatory  changes.  The Company  evaluates  acquired  assets for potential
impairment  indicators at least annually and more frequently upon the occurrence
of such events.

Management  periodically  reviews the recoverability of the capitalized  mineral
properties.   Management  will  take  into  consideration   various  information
including, but not limited to, historical production records taken from previous
mine operations,  results of exploration activities conducted to date, estimated
future  prices  and  reports  and  opinions  of  outside  consultants.   When  a

                                       9

determination has been made that a project or property will be abandoned, or its
carrying value has been  impaired,  a provision is made for any expected loss on
the project or property.

Cash Equivalents

The Company  considers  all highly liquid  investments  with a maturity of three
months or less when purchased to be cash equivalents.

Mineral Properties

The Company follows Section 930 of the FASB  Accounting  Standards  Codification
for its  mineral  properties.  Mineral  properties  and related  mineral  rights
acquisition costs are capitalized pending  determination of whether the drilling
has found proved  reserves.  In accordance  with the Disclosure  requirements of
Section  350-30-50-2,  the Company capitalizes costs incurred to renew or extend
the  term or  requirements  that  need to be met for  retention  of the  mineral
properties.  If a mineral  ore body is  discovered,  capitalized  costs  will be
amortized  on  a   unit-of-production   basis  following  the   commencement  of
production.  Otherwise,  capitalized  acquisition  costs are expensed when it is
determined  that the mineral  property  has no future  economic  value.  General
exploration  costs and costs to maintain rights and leases,  including rights of
access to lands for geophysical work and salaries,  equipment,  and supplies for
geologists and geophysical crews are expensed as incurred. When it is determined
that a mining  deposit can be  economically  and legally  extracted  or produced
based on established proven and probable reserves, further exploration costs and
development  costs  as  well as  interest  costs  relating  to  exploration  and
development  projects that require greater than six (6) months to be readied for
their intended use incurred after such  determination  will be capitalized.  The
establishment  of proven  and  probable  reserves  is based on  results of final
feasibility studies which indicate whether a property is economically  feasible.
Upon   commencement  of  commercial   production,   capitalized  costs  will  be
transferred   to  the   appropriate   asset   categories   and  amortized  on  a
unit-of-production  basis. Capitalized costs, net of salvage values, relating to
a deposit which is abandoned or considered uneconomic for the foreseeable future
will be written  off.  The sale of a partial  interest  in a proved  property is
accounted  for as a cost  recovery and no gain or loss is  recognized as long as
this treatment does not significantly affect the unit-of-production amortization
rate. A gain or loss will be recognized for all other sales of proved properties
and will be classified in other operating revenues.  Maintenance and repairs are
charged  to  expense,  and  renewals  and  betterments  are  capitalized  to the
appropriate property and equipment accounts.

The provision for depreciation,  depletion and amortization  ("DD&A") of mineral
properties  will  be  calculated  on  a  property-by-property  basis  using  the
unit-of-production  method.  Taken into consideration in the calculation of DD&A
are estimated future dismantlement, restoration and abandonment costs, which are
net of estimated salvage values. Upon becoming fully amortized, the related cost
and accumulated amortization are removed from the accounts.

To date,  the Company has not  established  the  commercial  feasibility  of any
exploration  prospects;  therefore,  all general  exploration costs, if any, are
being expensed.

Mineral Exploration and Mine Development Costs

All mineral exploration and pre-extraction expenditures are expensed as incurred
until such time the Company exits the Exploration  Stage by establishing  proven
or  probable  reserves.  Mine  development  costs  incurred  to develop  mineral
deposits, to expand the capacity of mines or to develop mine areas substantially
in advance of  production  are  capitalized  once proven and  probable  reserves
exist,  and the property is determined to be a commercially  mineable  property.
Costs incurred to maintain current production or to maintain assets on a standby
basis  are  charged  to  operations.  If the  Company  does  not  continue  with
exploration  after the completion of the feasibility  study, the cost of mineral
rights will be expensed at that time.  Costs of  abandoned  projects,  including
related property and equipment costs, are charged to mining costs.

Restoration Costs (Asset Retirement and Environmental Obligations)

Various  federal and state  mining laws and  regulations  require the Company to
reclaim the surface  areas and restore  underground  water  quality for its mine
projects to the  pre-existing  mine area average quality after the completion of
mining.

In accordance with ASC 410, Asset Retirement and Environmental Obligations,  the
Company   capitalizes   the  measured  fair  value  of  asset   retirement   and
environmental obligations to mineral rights and properties. ASC 410 requires the
Company to record a liability for the present value of the estimated future site
restoration and environmental  remediation costs with corresponding  increase to
the carrying  amount of the related  mineral  rights and  properties.  The asset
retirement and environmental  obligations are accreted to an undiscounted  value
until the time at which they are expected to be settled.  The accretion  expense
is charged to earnings and the actual  retirement costs are recorded against the
asset retirement  obligations when incurred. Any difference between the recorded
asset  retirement  obligations and the actual  retirement costs incurred will be
recorded as a gain or loss in the period of settlement.

                                       10

Environmental  expenditures that relate to ongoing environmental and reclamation
programs  will be charged  against  statements  of  operations  as  incurred  or
capitalized and amortized depending upon their future economic benefits.  Future
site restoration and environmental  remediation  costs, which include extraction
equipment removal, site restoration and environmental  remediation,  are accrued
at the end of each reporting  period based on management's  best estimate of the
costs expected to be incurred for each project. Such estimates are determined by
the Company's engineering studies which consider the costs of future surface and
groundwater  activities,  current  regulations,  actual expenses  incurred,  and
technology and industry standards.

On a quarterly  basis,  the Company reviews the assumptions used to estimate the
expected  cash  flows  required  to  settle  the asset  retirement  obligations,
including  changes  in  estimated  probabilities,  amounts  and  timing  of  the
settlement of the asset  retirement and  environmental  obligations,  as well as
changes in the legal  obligation  requirements at each of its mineral  projects.
Changes  in any one or more of these  assumptions  may cause  revision  of asset
retirement obligations for the corresponding assets.

The Company does not currently  anticipate any material capital expenditures for
site restoration costs and considers the estimated future site restoration costs
to be minimal and so the present value of the same at October 31, 2013 as all of
its mineral properties are at early stages of exploration.

Related Parties

The  Company  follows   subtopic   850-10  of  the  FASB  Accounting   Standards
Codification for the identification of related parties and disclosure of related
party transactions.

Pursuant  to  Section  850-10-20  the  Related  parties  include  a.  affiliates
("Affiliate" means, with respect to any specified Person, any other Person that,
directly  or  indirectly  through  one  or  more  intermediaries,  controls,  is
controlled  by or is under common  control  with such Person,  as such terms are
used in and construed  under Rule 405 under the Securities  Act) of the Company;
b. Entities for which  investments in their equity securities would be required,
absent  the  election  of the fair  value  option  under the Fair  Value  Option
Subsection of Section 825-10-15, to be accounted for by the equity method by the
investing  entity;  c. trusts for the benefit of employees,  such as pension and
profit-sharing   trusts  that  are  managed  by  or  under  the  trusteeship  of
management; d. principal owners of the Company; e. management of the Company; f.
other  parties  with which the  Company  may deal if one party  controls  or can
significantly  influence the management or operating policies of the other to an
extent  that one of the  transacting  parties  might  be  prevented  from  fully
pursuing its own separate interests; and g. Other parties that can significantly
influence the  management or operating  policies of the  transacting  parties or
that  have an  ownership  interest  in one of the  transacting  parties  and can
significantly  influence  the  other  to an  extent  that  one  or  more  of the
transacting  parties  might be  prevented  from fully  pursuing its own separate
interests.

The financial  statements  shall include  disclosures of material  related party
transactions,  other than compensation  arrangements,  expense  allowances,  and
other similar items in the ordinary course of business.  However,  disclosure of
transactions  that are eliminated in the preparation of consolidated or combined
financial statements is not required in those statements.  The disclosures shall
include: a. the nature of the relationship(s)  involved; b. a description of the
transactions, including transactions to which no amounts or nominal amounts were
ascribed, for each of the periods for which income statements are presented, and
such other  information  deemed  necessary to an understanding of the effects of
the  transactions  on  the  financial  statements;  c.  the  dollar  amounts  of
transactions  for each of the periods for which income  statements are presented
and the effects of any change in the method of establishing  the terms from that
used in the preceding  period;  and d. amounts due from or to related parties as
of the date of each balance sheet presented and, if not otherwise apparent,  the
terms and manner of settlement.

Derivative Instruments and Hedging Activities

The Company  accounts  for  derivative  instruments  and hedging  activities  in
accordance  with  paragraph   810-10-05-4  of  the  FASB  Accounting   Standards
Codification ("Paragraph 810-10-05-4"). Paragraph 810-10-05-4 requires companies
to recognize all  derivative  instruments as either assets or liabilities in the
balance sheet at fair value.  The  accounting for changes in the fair value of a
derivative  instrument  depends  upon:  (i)  whether  the  derivative  has  been
designated and qualifies as part of a hedging relationship, and (ii) the type of
hedging relationship.  For those derivative  instruments that are designated and
qualify as hedging instruments,  a company must designate the hedging instrument
based upon the exposure  being  hedged as either a fair value  hedge,  cash flow
hedge or hedge of a net investment in a foreign operation.

Derivative Liability

The  Company  evaluates  its  convertible  debt,  options,   warrants  or  other
contracts,  if any, to determine if those  contracts or embedded  components  of
those  contracts  qualify  as  derivatives  to be  separately  accounted  for in
accordance  with  paragraph  810-10-05-4  and  Section  815-40-25  of  the  FASB
Accounting  Standards  Codification.  The result of this accounting treatment is
that the fair value of the embedded derivative is marked-to-market  each balance
sheet date and recorded as either an asset or a liability. In the event that the
fair value is recorded as a  liability,  the change in fair value is recorded in
the  consolidated  statement of operations  and  comprehensive  income (loss) as
other  income  or  expense.  Upon  conversion,  exercise  or  cancellation  of a

                                       11

derivative  instrument,  the  instrument  is marked to fair value at the date of
conversion,  exercise or  cancellation  and then that the related  fair value is
reclassified to equity.

In  circumstances   where  the  embedded  conversion  option  in  a  convertible
instrument  is  required  to be  bifurcated  and there are also  other  embedded
derivative  instruments in the  convertible  instrument  that are required to be
bifurcated, the bifurcated derivative instruments are accounted for as a single,
compound derivative instrument.

The classification of derivative instruments, including whether such instruments
should be recorded as  liabilities  or as equity,  is  re-assessed at the end of
each  reporting  period.  Equity  instruments  that are initially  classified as
equity that become subject to reclassification  are reclassified to liability at
the fair  value  of the  instrument  on the  reclassification  date.  Derivative
instrument  liabilities  will be  classified  in the balance sheet as current or
non-current  based on  whether  or not  net-cash  settlement  of the  derivative
instrument is expected within 12 months of the balance sheet date.

The  Company  adopted  Section  815-40-15  of  the  FASB  Accounting   Standards
Codification  ("Section  815-40-15")  to determine  whether an instrument (or an
embedded  feature)  is indexed to the  Company's  own stock.  Section  815-40-15
provides  that an entity should use a two-step  approach to evaluate  whether an
equity-linked  financial  instrument (or embedded feature) is indexed to its own
stock, including evaluating the instrument's  contingent exercise and settlement
provisions.  The adoption of Section  815-40-15 has affected the  accounting for
(i)  certain  freestanding  warrants  that  contain  exercise  price  adjustment
features and (ii) convertible bonds issued by foreign subsidiaries with a strike
price denominated in a foreign currency.

The Company marks to market the fair value of the embedded  derivative  warrants
at each  balance  sheet  date and  records  the  change in the fair value of the
embedded  derivative  warrants  as other  income or expense in the  consolidated
statements of operations and comprehensive income (loss).

The  Company  utilizes  the  Lattice  model  that  values the  liability  of the
derivative  warrants based on a probability  weighted discounted cash flow model
with the  assistance of the third party  valuation  firm. The reason the Company
picks the Lattice  model is that in many cases  there may be  multiple  embedded
features or the features of the bifurcated  derivatives may be so complex that a
Black-Scholes  valuation  does not consider all of the terms of the  instrument.
Therefore, the fair value may not be appropriately captured by simple models. In
other words,  simple models such as Black-Scholes may not be appropriate in many
situations given complex features and terms of conversion option (e.g., combined
embedded  derivatives).  The Lattice model is based on future projections of the
various  potential  outcomes.  The features that were analyzed and  incorporated
into the model  included the exercise  and full reset  features.  Based on these
features,  there are two primary events that can occur; the Holder exercises the
Warrants or the Warrants are held to expiration.  The Lattice model analyzed the
underlying  economic  factors that influenced which of these events would occur,
when they were likely to occur,  and the specific  terms that would be in effect
at the time (i.e. stock price, exercise price,  volatility,  etc.).  Projections
were then made on the  underlying  factors  which  led to  potential  scenarios.
Probabilities  were assigned to each scenario  based on management  projections.
This led to a cash flow  projection and a probability  associated with that cash
flow. A discounted  weighted  average cash flow over the various  scenarios  was
completed to determine the value of the derivative warrants.

Beneficial Conversion Feature

Beneficial conversion feature is a non-detachable  conversion feature that is in
the money at the  commitment  date.  The  Company  follows  the  guidance of ASC
Subtopic 470-20 Debt with Conversion and Other Options to evaluate as to whether
beneficial conversion feature exists.  Pursuant to Section 470-20-30 an embedded
beneficial  conversion feature recognized separately under paragraph 470-20-25-5
shall be measured  initially at its intrinsic  value at the commitment date (see
paragraphs  470-20-30-9  through 30-12) as the difference between the conversion
price (see  paragraph  470-20-30-5)  and the fair  value of the common  stock or
other  securities  into which the  security is  convertible,  multiplied  by the
number of shares into which the security is convertible. When the Company issues
an debt or equity  security that is convertible  into common stock at a discount
from the fair value of the common stock at the date the debt or equity  security
counterparty is legally committed to purchase such a security (Commitment Date),
a beneficial  conversion  charge is measured and recorded on the Commitment Date
for the difference  between the fair value of the Company's common stock and the
effective  conversion  price of the debt or equity  security.  If the  intrinsic
value  of the  beneficial  conversion  feature  is  greater  than  the  proceeds
allocated to the debt or equity security, the amount of the discount assigned to
the  beneficial  conversion  feature is  limited  to the amount of the  proceeds
allocated to the debt or equity security.

Commitment and Contingencies

The  Company  follows   subtopic   450-20  of  the  FASB  Accounting   Standards
Codification  to report  accounting for  contingencies.  Certain  conditions may
exist as of the date the consolidated financial statements are issued, which may
result in a loss to the Company but which will only be resolved when one or more
future  events  occur or fail to occur.  The Company  assesses  such  contingent
liabilities, and such assessment inherently involves an exercise of judgment. In
assessing  loss  contingencies  related to legal  proceedings  that are  pending
against the Company or  unasserted  claims that may result in such  proceedings,
the  Company  evaluates  the  perceived  merits  of  any  legal  proceedings  or
unasserted claims as well as the perceived merits of the amount of relief sought
or expected to be sought therein.

If the assessment of a contingency indicates that it is probable that a material
loss has been incurred and the amount of the  liability  can be estimated,  then
the estimated liability would be accrued in the Company's consolidated financial
statements.  If the  assessment  indicates  that  a  potentially  material  loss

                                       12

contingency  is not  probable  but is  reasonably  possible,  or is probable but
cannot  be  estimated,  then the  nature  of the  contingent  liability,  and an
estimate of the range of possible losses, if determinable and material, would be
disclosed.

Loss  contingencies  considered  remote are generally not disclosed  unless they
involve guarantees, in which case the guarantees would be disclosed.

Revenue Recognition

The Company follows  paragraph  605-10-S99-1  of the FASB  Accounting  Standards
Codification for revenue recognition. The Company will recognize revenue when it
is realized or realizable and earned.  The Company considers revenue realized or
realizable and earned when all of the following criteria are met: (i) persuasive
evidence of an  arrangement  exists,  (ii) the  product has been  shipped or the
services have been  rendered to the customer,  (iii) the sales price is fixed or
determinable and, (iv) collectability is reasonably assured.

Stock-Based Compensation for Obtaining Employee Services

The Company accounts for share-based  payment  transactions  issued to employees
under the guidance of the Topic 718 Compensation--Stock Compensation of the FASB
Accounting Standards Codification ("ASC Topic 718").

Pursuant to ASC Section  718-10-20  an employee is an  individual  over whom the
grantor  of a  share-based  compensation  award  exercises  or has the  right to
exercise sufficient control to establish an employer-employee relationship based
on common law as  illustrated  in case law and  currently  under  U.S.  Internal
Revenue Service  ("IRS") Revenue Ruling 87-41. A non-employee  director does not
satisfy this definition of employee. Nevertheless, non-employee directors acting
in their role as members of a board of  directors  are treated as  employees  if
those  directors were elected by the employer's  shareholders  or appointed to a
board  position  that will be filled by  shareholder  election when the existing
term  expires.  However,  that  requirement  applies  only to awards  granted to
non-employee  directors  for their  services  as  directors.  Awards  granted to
non-employee  directors for other  services  shall be accounted for as awards to
non-employees.

Pursuant to ASC Paragraphs  718-10-30-2  and  718-10-30-3 a share-based  payment
transaction  with  employees  shall be  measured  based on the fair value of the
equity  instruments issued and an entity shall account for the compensation cost
from share-based payment transactions with employees in accordance with the fair
value-based  method,  i.e.,  the cost of services  received  from  employees  in
exchange  for awards of  share-based  compensation  generally  shall be measured
based on the grant-date fair value of the equity  instruments issued or the fair
value of the liabilities incurred/settled.

Pursuant to ASC Paragraphs 718-10-30-6 and 718-10-30-9 the measurement objective
for equity instruments awarded to employees is to estimate the fair value at the
grant date of the equity  instruments that the entity is obligated to issue when
employees have rendered the requisite service and satisfied any other conditions
necessary to earn the right to benefit from the  instruments  (for  example,  to
exercise  share  options).  That  estimate is based on the share price and other
pertinent factors, such as expected volatility,  at the grant date. As such, the
fair value of an equity  share option or similar  instrument  shall be estimated
using a valuation technique such as an option pricing model. For this purpose, a
similar  instrument is one whose fair value  differs from its  intrinsic  value,
that is, an instrument that has time value.

If the Company's  common shares are traded in one of the national  exchanges the
grant-date share price of the Company's common stock will be used to measure the
fair value of the common shares issued,  however, if the Company's common shares
are thinly traded the use of share prices established in its most recent private
placement  memorandum  ("PPM"),  or weekly or monthly price  observations  would
generally be more appropriate  than the use of daily price  observations as such
shares could be artificially inflated due to a larger spread between the bid and
asked quotes and lack of consistent trading in the market.

Pursuant to ASC  Paragraph  718-10-55-21  if an  observable  market price is not
available  for a share  option or  similar  instrument  with the same or similar
terms and conditions, an entity shall estimate the fair value of that instrument
using a valuation  technique or model that meets the  requirements  in paragraph
718-10-55-11 and takes into account, at a minimum, all of the following factors:

     a.   The exercise price of the option.

     b.   The  expected  term  of the  option,  taking  into  account  both  the
          contractual term of the option and the effects of employees'  expected

                                       13

          exercise  and  post-vesting   employment   termination  behavior:  The
          expected life of options and similar instruments represents the period
          of time the option  and/or  warrant are  expected  to be  outstanding.
          Pursuant to paragraph  718-10-S99-1,  it may be appropriate to use the
          simplified  method,  i.e.,  expected term = ((vesting  term + original
          contractual  term) / 2),  if (i) A  company  does not have  sufficient
          historical  exercise data to provide a reasonable  basis upon which to
          estimate  expected  term due to the limited  period of time its equity
          shares have been publicly traded; (ii) A company significantly changes
          the terms of its share option  grants or the types of  employees  that
          receive share option grants such that its historical exercise data may
          no longer provide a reasonable  basis upon which to estimate  expected
          term; or (iii) A company has or expects to have significant structural
          changes in its business such that its historical  exercise data may no
          longer  provide a  reasonable  basis upon which to  estimate  expected
          term.  The Company uses the  simplified  method to calculate  expected
          term of share options and similar  instruments as the company does not
          have sufficient historical exercise data to provide a reasonable basis
          upon which to estimate expected term.

     c.   The current price of the underlying share.

     d.   The expected  volatility of the price of the underlying  share for the
          expected term of the option.  Pursuant to ASC Paragraph 718-10-55-25 a
          newly  publicly  traded  entity might base  expectations  about future
          volatility  on the average  volatilities  of similar  entities  for an
          appropriate  period  following their going public.  A nonpublic entity
          might base its  expected  volatility  on the average  volatilities  of
          otherwise  similar  public  entities.   For  purposes  of  identifying
          otherwise   similar   entities,   an  entity  would  likely   consider
          characteristics  such as  industry,  stage of life  cycle,  size,  and
          financial leverage. Because of the effects of diversification that are
          present in an industry sector index, the volatility of an index should
          not be  substituted  for the  average  of  volatilities  of  otherwise
          similar  entities in a fair value  measurement.  Pursuant to paragraph
          718-10-S99-1  if shares  of a company  are  thinly  traded  the use of
          weekly  or  monthly  price   observations   would  generally  be  more
          appropriate than the use of daily price observations as the volatility
          calculation  using  daily   observations  for  such  shares  could  be
          artificially inflated due to a larger spread between the bid and asked
          quotes and lack of consistent  trading in the market. The Company uses
          the average historical volatility of the comparable companies over the
          expected  term of the share  options  or  similar  instruments  as its
          expected volatility.

     e.   The expected  dividends on the underlying  share for the expected term
          of the option.  The expected  dividend yield is based on the Company's
          current  dividend  yield as the best  estimate of  projected  dividend
          yield for periods  within the expected  term of the share  options and
          similar instruments.

     f.   The  risk-free  interest  rate(s) for the expected term of the option.
          Pursuant to ASC  718-10-55-28  a U.S.  entity issuing an option on its
          own shares must use as the risk-free interest rates the implied yields
          currently  available from the U.S.  Treasury  zero-coupon  yield curve
          over the  contractual  term of the  option  if the  entity  is using a
          lattice  model  incorporating  the option's  contractual  term. If the
          entity is using a closed-form  model,  the risk-free  interest rate is
          the implied yield  currently  available on U.S.  Treasury  zero-coupon
          issues with a remaining  term equal to the  expected  term used as the
          assumption in the model.

Pursuant to ASC Paragraphs  718-10-30-11  and  718-10-30-17  a restriction  that
stems from the  forfeitability  of instruments  to which  employees have not yet
earned the right,  such as the inability either to exercise a non-vested  equity
share option or to sell  non-vested  shares,  is not reflected in estimating the
fair  value  of the  related  instruments  at the  grant  date.  Instead,  those
restrictions  are taken into account by recognizing  compensation  cost only for
awards for which employees render the requisite  service and a non-vested equity
share or non-vested  equity share unit awarded to an employee  shall be measured
at its fair value as if it were vested and issued on the grant date.

Pursuant to ASC Paragraphs 718-10-35-2 and 718-10-35-3 the compensation cost for
an award of  share-based  employee  compensation  classified  as equity shall be
recognized  over the requisite  service period,  with a corresponding  credit to
equity (generally,  paid-in capital). The requisite service period is the period
during  which an  employee is  required  to provide  service in exchange  for an
award,  which often is the vesting period. The total amount of compensation cost
recognized  at  the  end  of the  requisite  service  period  for  an  award  of
share-based  compensation  shall be based on the number of instruments for which
the  requisite  service  has been  rendered  (that is,  for which the  requisite
service  period has been  completed).  An entity shall base initial  accruals of
compensation cost on the estimated number of instruments for which the requisite
service is expected to be rendered. That estimate shall be revised if subsequent
information  indicates that the actual number of instruments is likely to differ
from previous estimates. The cumulative effect on current and prior periods of a
change in the estimated number of instruments for which the requisite service is
expected to be or has been rendered shall be recognized in compensation  cost in
the period of the change.  Previously recognized  compensation cost shall not be
reversed if an  employee  share  option (or share unit) for which the  requisite
service has been rendered expires unexercised (or unconverted).

Under the  requirement  of ASC Paragraph  718-10-35-8  the Company made a policy
decision  to  recognize  compensation  cost  for  an  award  with  only  service
conditions that has a graded vesting schedule on a straight-line  basis over the
requisite service period for the entire award.

                                       14

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

The  Company  accounts  for  equity  instruments  issued to  parties  other than
employees for acquiring goods or services under the guidance of Sub-topic 505-50
of the FASB Accounting Standards Codification ("Sub-topic 505-50").

Pursuant to ASC paragraph 505-50-25-7,  if fully vested,  non-forfeitable equity
instruments  are  issued  at the date the  grantor  and  grantee  enter  into an
agreement  for goods or services  (no  specific  performance  is required by the
grantee to retain those equity instruments), then, because of the elimination of
any obligation on the part of the counterparty to earn the equity instruments, a
measurement  date has  been  reached.  A  grantor  shall  recognize  the  equity
instruments  when they are issued (in most cases,  when the agreement is entered
into). Whether the corresponding cost is an immediate expense or a prepaid asset
(or  whether  the  debit  should be  characterized  as  contra-equity  under the
requirements  of  paragraph  505-50-45-1)  depends  on the  specific  facts  and
circumstances.  Pursuant to ASC  paragraph  505-50-45-1,  a grantor may conclude
that an asset (other than a note or a  receivable)  has been  received in return
for fully vested, non-forfeitable equity instruments that are issued at the date
the grantor and grantee  enter into an agreement  for goods or services  (and no
specific  performance is required by the grantee in order to retain those equity
instruments).  Such an asset  shall not be  displayed  as  contra-equity  by the
grantor of the equity instruments.  The transferability (or lack thereof) of the
equity instruments shall not affect the balance sheet display of the asset. This
guidance is limited to transactions in which equity  instruments are transferred
to other than employees in exchange for goods or services.

Pursuant to Paragraphs  505-50-25-8 and  505-50-25-9,  an entity may grant fully
vested,  non-forfeitable  equity instruments that are exercisable by the grantee
only after a specified period of time if the terms of the agreement  provide for
earlier exercisability if the grantee achieves specified performance conditions.
Any measured cost of the  transaction  shall be recognized in the same period(s)
and in the same  manner as if the entity had paid cash for the goods or services
or used cash rebates as a sales discount  instead of paying with, or using,  the
equity instruments.  A recognized asset, expense, or sales discount shall not be
reversed  if a stock  option  that the  counterparty  has the right to  exercise
expires unexercised.

Pursuant to ASC Paragraphs  505-50-30-2  and  505-50-30-11  share-based  payment
transactions  with  nonemployees  shall be  measured  at the  fair  value of the
consideration  received  or the fair  value of the  equity  instruments  issued,
whichever is more reliably  measurable.  The issuer shall measure the fair value
of the equity  instruments in these transactions using the stock price and other
measurement assumptions as of the earlier of the following dates, referred to as
the measurement  date: (a) The date at which a commitment for performance by the
counterparty   to  earn  the  equity   instruments  is  reached  (a  performance
commitment);  or (b)  The  date  at  which  the  counterparty's  performance  is
complete.  If the  Company's  common  shares are  traded in one of the  national
exchanges the grant-date  share price of the Company's common stock will be used
to measure the fair value of the common shares issued, however, if the Company's
common  shares are  thinly  traded the use of share  prices  established  in the
Company's most recent private placement memorandum ("PPM"), or weekly or monthly
price  observations  would generally be more  appropriate  than the use of daily
price observations as such shares could be artificially inflated due to a larger
spread  between the bid and asked quotes and lack of  consistent  trading in the
market.

Pursuant to ASC  Paragraph  718-10-55-21  if an  observable  market price is not
available  for a share  option or  similar  instrument  with the same or similar
terms and conditions, an entity shall estimate the fair value of that instrument
using a valuation  technique or model that meets the  requirements  in paragraph
718-10-55-11 and takes into account, at a minimum, all of the following factors:

     a.   The exercise price of the option.

     b.   The  expected  term  of the  option,  taking  into  account  both  the
          contractual term of the option and the effects of employees'  expected
          exercise and post-vesting employment termination behavior: Pursuant to
          Paragraph   718-10-50-2(f)(2)(i)  of  the  FASB  Accounting  Standards
          Codification   the  expected   term  of  share   options  and  similar
          instruments  represents  the period of time the  options  and  similar
          instruments are expected to be outstanding  taking into  consideration
          of the  contractual  term of the  instruments  and  holder's  expected
          exercise  behavior  into the fair value (or  calculated  value) of the
          instruments.  The Company uses  historical  data to estimate  holder's
          expected  exercise  behavior.   If  the  Company  is  a  newly  formed
          corporation or shares of the Company are thinly traded the contractual
          term of the  share  options  and  similar  instruments  is used as the
          expected term of share options and similar  instruments as the Company
          does  not  have  sufficient  historical  exercise  data to  provide  a
          reasonable basis upon which to estimate expected term.

     c.   The current price of the underlying share.

     d.   The expected  volatility of the price of the underlying  share for the
          expected term of the option.  Pursuant to ASC Paragraph 718-10-55-25 a
          newly  publicly  traded  entity might base  expectations  about future

                                       15

          volatility  on the average  volatilities  of similar  entities  for an
          appropriate  period  following their going public.  A nonpublic entity
          might base its  expected  volatility  on the average  volatilities  of
          otherwise  similar  public  entities.   For  purposes  of  identifying
          otherwise   similar   entities,   an  entity  would  likely   consider
          characteristics  such as  industry,  stage of life  cycle,  size,  and
          financial leverage. Because of the effects of diversification that are
          present in an industry sector index, the volatility of an index should
          not be  substituted  for the  average  of  volatilities  of  otherwise
          similar  entities in a fair value  measurement.  Pursuant to paragraph
          718-10-S99-1  if shares  of a company  are  thinly  traded  the use of
          weekly  or  monthly  price   observations   would  generally  be  more
          appropriate than the use of daily price observations as the volatility
          calculation  using  daily   observations  for  such  shares  could  be
          artificially inflated due to a larger spread between the bid and asked
          quotes and lack of consistent  trading in the market. The Company uses
          the average historical volatility of the comparable companies over the
          expected  term of the share  options  or  similar  instruments  as its
          expected volatility.

     e.   The expected  dividends on the underlying  share for the expected term
          of the option.  The expected  dividend yield is based on the Company's
          current  dividend  yield as the best  estimate of  projected  dividend
          yield for periods  within the expected  term of the share  options and
          similar instruments.

     f.   The  risk-free  interest  rate(s) for the expected term of the option.
          Pursuant to ASC  718-10-55-28  a U.S.  entity issuing an option on its
          own shares must use as the risk-free interest rates the implied yields
          currently  available from the U.S.  Treasury  zero-coupon  yield curve
          over the  contractual  term of the  option  if the  entity  is using a
          lattice  model  incorporating  the option's  contractual  term. If the
          entity is using a closed-form  model,  the risk-free  interest rate is
          the implied yield  currently  available on U.S.  Treasury  zero-coupon
          issues with a remaining  term equal to the  expected  term used as the
          assumption in the model.

Pursuant  to ASC  paragraph  505-50-S99-1,  if the  Company  receives a right to
receive   future   services  in  exchange  for  unvested,   forfeitable   equity
instruments,  those equity  instruments  are treated as unissued for  accounting
purposes until the future  services are received (that is, the  instruments  are
not  considered  issued  until  they  vest).  Consequently,  there  would  be no
recognition at the measurement date and no entry should be recorded.

Deferred Tax Assets and Income Tax Provision

The Company  accounts  for income  taxes  under  Section  740-10-30  of the FASB
Accounting  Standards  Codification,  which requires recognition of deferred tax
assets and liabilities  for the expected future tax  consequences of events that
have been  included  in the  financial  statements  or tax  returns.  Under this
method, deferred tax assets and liabilities are based on the differences between
the financial  statement and tax bases of assets and  liabilities  using enacted
tax rates in effect for the fiscal year in which the differences are expected to
reverse.  Deferred tax assets are reduced by a valuation allowance to the extent
management  concludes  it is more  likely  than not that the assets  will not be
realized.  Deferred tax assets and  liabilities  are measured  using enacted tax
rates  expected  to apply to taxable  income in the fiscal  years in which those
temporary  differences  are expected to be  recovered or settled.  The effect on
deferred tax assets and  liabilities  of a change in tax rates is  recognized in
the  Statements of Income and  Comprehensive  Income in the period that includes
the enactment date.

The  Company  adopted  section  740-10-25  of  the  FASB  Accounting   Standards
Codification  ("Section  740-10-25")  with regards to uncertainty  income taxes.
Section 740-10-25 addresses the determination of whether tax benefits claimed or
expected  to be claimed  on a tax return  should be  recorded  in the  financial
statements.  Under Section 740-10-25,  the Company may recognize the tax benefit
from an uncertain  tax position  only if it is more likely than not that the tax
position will be sustained on  examination by the taxing  authorities,  based on
the  technical  merits  of the  position.  The tax  benefits  recognized  in the
financial  statements  from  such a  position  should be  measured  based on the
largest benefit that has a greater than fifty percent (50%)  likelihood of being
realized upon ultimate  settlement.  Section 740-10-25 also provides guidance on
de-recognition,   classification,   interest  and  penalties  on  income  taxes,
accounting in interim periods and requires increased disclosures.

The estimated future tax effects of temporary  differences between the tax basis
of assets and liabilities are reported in the accompanying  consolidated balance
sheets,  as well as tax  credit  carry-backs  and  carry-forwards.  The  Company
periodically  reviews the  recoverability of deferred tax assets recorded on its
consolidated  balance  sheets and provides  valuation  allowances  as management
deems necessary.

Management makes judgments as to the  interpretation  of the tax laws that might
be  challenged  upon an audit and cause  changes to  previous  estimates  of tax
liability.   In  addition,   the  Company   operates   within   multiple  taxing
jurisdictions  and is subject to audit in these  jurisdictions.  In management's
opinion,  adequate  provisions for income taxes have been made for all years. If
actual  taxable income by tax  jurisdiction  varies from  estimates,  additional
allowances or reversals of reserves may be necessary.

                                       16

Tax years that remain subject to examination by major tax jurisdictions

The Company  discloses tax years that remain subject to examination by major tax
jurisdictions pursuant to the ASC Paragraph 740-10-50-15.

Limitation on Utilization of NOLs due to Change in Control

Pursuant to the  Internal  Revenue  Code Section 382  ("Section  382"),  certain
ownership changes may subject the NOL's to annual limitations which could reduce
or defer the NOL. Section 382 imposes limitations on a corporation's  ability to
utilize NOLs if it  experiences  an  "ownership  change." In general  terms,  an
ownership  change may result  from  transactions  increasing  the  ownership  of
certain  stockholders  in the stock of a corporation  by more than 50 percentage
points  over  a  three-year  period.  In  the  event  of  an  ownership  change,
utilization of the NOLs would be subject to an annual  limitation  under Section
382  determined  by  multiplying  the  value  of its  stock  at the  time of the
ownership change by the applicable  long-term tax-exempt rate. Any unused annual
limitation may be carried over to later years. The imposition of this limitation
on its ability to use the NOLs to offset future  taxable  income could cause the
Company to pay U.S.  federal income taxes earlier than if such  limitation  were
not in  effect  and  could  cause  such  NOLs  to  expire  unused,  reducing  or
eliminating the benefit of such NOLs.

Earnings per Share

Earnings per share ("EPS") is the amount of earnings  attributable to each share
of common stock. For  convenience,  the term is used to refer to either earnings
or loss per share.  EPS is computed  pursuant to section  260-10-45  of the FASB
Accounting  Standards  Codification.  Pursuant  to ASC  Paragraphs  260-10-45-10
through 260-10-45-16 Basic EPS shall be computed by dividing income available to
common  stockholders  (the numerator) by the  weighted-average  number of common
shares  outstanding  (the  denominator)  during the period.  Income available to
common  stockholders  shall be computed by deducting both the dividends declared
in the  period on  preferred  stock  (whether  or not  paid)  and the  dividends
accumulated for the period on cumulative preferred stock (whether or not earned)
from income from  continuing  operations  (if that amount  appears in the income
statement) and also from net income.  The  computation of diluted EPS is similar
to the  computation  of basic EPS except that the  denominator  is  increased to
include the number of additional  common shares that would have been outstanding
if the dilutive  potential  common  shares had been issued  during the period to
reflect the  potential  dilution  that could occur from common  shares  issuable
through contingent shares issuance arrangement, stock options or warrants.

Pursuant to ASC Paragraphs  260-10-45-45-21  through 260-10-45-45-23 Diluted EPS
shall be based on the most  advantageous  conversion rate or exercise price from
the standpoint of the security  holder.  The dilutive effect of outstanding call
options and warrants  (and their  equivalents)  issued by the  reporting  entity
shall be reflected in diluted EPS by  application  of the treasury  stock method
unless the provisions of paragraphs  260-10-45-35  through 45-36 and 260-10-55-8
through 55-11 require that another method be applied. Equivalents of options and
warrants  include   non-vested  stock  granted  to  employees,   stock  purchase
contracts,  and partially paid stock subscriptions (see paragraph 260-10-55-23).
Anti-dilutive  contracts,  such as  purchased  put  options and  purchased  call
options, shall be excluded from diluted EPS. Under the treasury stock method: a.
Exercise of options and warrants shall be assumed at the beginning of the period
(or at time of  issuance,  if later)  and common  shares  shall be assumed to be
issued.  b. The proceeds from  exercise  shall be assumed to be used to purchase
common  stock at the average  market price  during the period.  (See  paragraphs
260-10-45-29  and  260-10-55-4  through  55-5.) c. The  incremental  shares (the
difference  between the number of shares assumed issued and the number of shares
assumed  purchased)  shall be  included  in the  denominator  of the diluted EPS
computation.

The total amount of  potentially  outstanding  dilutive  common  shares from the
conversion of the  convertible  notes plus accrued  interest  converted would be
3,962,308  and 0 for the  reporting  period  ended  October  31,  2014 and 2013,
respectively.

Cash Flows Reporting

The Company adopted  paragraph  230-10-45-24  of the FASB  Accounting  Standards
Codification  for cash flows  reporting,  classifies  cash receipts and payments
according  to  whether  they  stem  from  operating,   investing,  or  financing
activities and provides  definitions of each category,  and uses the indirect or
reconciliation  method ("Indirect method") as defined by paragraph  230-10-45-25
of the FASB  Accounting  Standards  Codification  to  report  net cash flow from
operating  activities  by adjusting  net income to reconcile it to net cash flow
from  operating  activities by removing the effects of (a) all deferrals of past
operating  cash  receipts  and  payments  and all  accruals of  expected  future
operating  cash receipts and payments and (b) all items that are included in net
income that do not affect  operating  cash  receipts and  payments.  The Company
reports the reporting currency  equivalent of foreign currency cash flows, using
the  current  exchange  rate at the time of the cash  flows  and the  effect  of
exchange  rate  changes  on cash held in foreign  currencies  is  reported  as a
separate item in the reconciliation of beginning and ending balances of cash and
cash  equivalents  and  separately  provides  information  about  investing  and
financing  activities  not  resulting in cash receipts or payments in the period
pursuant  to   paragraph   830-230-45-1   of  the  FASB   Accounting   Standards
Codification.

                                       17

Subsequent Events

The Company  follows the guidance in Section  855-10-50  of the FASB  Accounting
Standards Codification for the disclosure of subsequent events. The Company will
evaluate  subsequent events through the date when the financial  statements were
issued.  Pursuant to ASU 2010-09 of the FASB Accounting Standards  Codification,
the Company as an SEC filer considers its financial  statements issued when they
are widely distributed to users, such as through filing them on EDGAR.

Recently Issued Accounting Pronouncements

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic
915):  Elimination of Certain  Financial  Reporting  Requirements,  Including an
Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

The  amendments  in this Update remove the  definition  of a  development  stage
entity  from the  Master  Glossary  of the  Accounting  Standards  Codification,
thereby removing the financial  reporting  distinction between development stage
entities  and  other  reporting  entities  from  U.S.  GAAP.  In  addition,  the
amendments  eliminate the  requirements  for  development  stage entities to (1)
present  inception-to-date  information in the statements of income, cash flows,
and  shareholder  equity,  (2)  label  the  financial  statements  as those of a
development  stage entity,  (3) disclose a description of the development  stage
activities in which the entity is engaged, and (4) disclose in the first year in
which the entity is no longer a development  stage entity that in prior years it
had been in the development stage.

The  amendments  also  clarify  that  the  guidance  in  Topic  275,  Risks  and
Uncertainties,  is  applicable  to  entities  that  have not  commenced  planned
principal operations.

Finally, the amendments remove paragraph  810-10-15-16.  Paragraph  810-10-15-16
states that a development  stage entity does not meet the condition in paragraph
810-10-15-14(a)  to  be a  variable  interest  entity  if  (1)  the  entity  can
demonstrate that the equity invested in the legal entity is sufficient to permit
it to  finance  the  activities  that  it is  currently  engaged  in and (2) the
entity's  governing  documents and  contractual  arrangements  allow  additional
equity investments.

The  amendments  in  this  Update  also  eliminate  an  exception   provided  to
development stage entities in Topic 810, Consolidation,  for determining whether
an entity is a variable interest entity on the basis of the amount of investment
equity that is at risk. The amendments to eliminate that exception simplify U.S.
GAAP by reducing  avoidable  complexity in existing  accounting  literature  and
improve the relevance of information  provided to financial  statement  users by
requiring the  application of the same  consolidation  guidance by all reporting
entities.  The  elimination  of  the  exception  may  change  the  consolidation
analysis,  consolidation  decision, and disclosure  requirements for a reporting
entity that has an interest in an entity in the development stage.

The amendments related to the elimination of  inception-to-date  information and
the other  remaining  disclosure  requirements  of Topic 915  should be  applied
retrospectively  except  for the  clarification  to Topic  275,  which  shall be
applied  prospectively.  For public  business  entities,  those  amendments  are
effective for annual  reporting  periods  beginning after December 15, 2014, and
interim periods therein.

                                       18

Early  application  of each  of the  amendments  is  permitted  for  any  annual
reporting period or interim period for which the entity's  financial  statements
have not yet been  issued  (public  business  entities)  or made  available  for
issuance  (other  entities).  Upon adoption,  entities will no longer present or
disclose any information required by Topic 915.

In August 2014, the FASB issued the FASB Accounting Standards Update No. 2014-15
"PRESENTATION  OF  FINANCIAL   STATEMENTS--GOING   CONCERN  (SUBTOPIC   205-40):
DISCLOSURE  OF  UNCERTAINTIES  ABOUT AN ENTITY'S  ABILITY TO CONTINUE AS A GOING
CONCERN ("ASU 2014-15").

In connection  with preparing  financial  statements for each annual and interim
reporting  period,  an entity's  management  should  evaluate  whether there are
conditions or events,  considered in the aggregate, that raise substantial doubt
about the entity's  ability to continue as a going concern within one year after
the date that the FINANCIAL  STATEMENTS ARE ISSUED (or within one year after the
date that the FINANCIAL  STATEMENTS ARE AVAILABLE TO BE ISSUED when applicable).
Management's  evaluation should be based on relevant  conditions and events that
are known and reasonably knowable at the date that the FINANCIAL  STATEMENTS ARE
ISSUED (or at the date that the FINANCIAL  STATEMENTS ARE AVAILABLE TO BE ISSUED
when  applicable).  Substantial doubt about an entity's ability to continue as a
going concern  exists when  relevant  conditions  and events,  considered in the
aggregate,  indicate  that it is probable that the entity will be unable to meet
its  obligations  as they  become  due  within  one year after the date that the
financial  statements are issued (or available to be issued).  The term PROBABLE
is used consistently with its use in Topic 450, Contingencies.

When management  identifies  conditions or events that raise  substantial  doubt
about an  entity's  ability to continue as a going  concern,  management  should
consider  whether  its  plans  that are  intended  to  mitigate  those  relevant
conditions or events will alleviate the substantial doubt. The mitigating effect
of  management's  plans should be  considered  only to the extent that (1) it is
probable that the plans will be  effectively  implemented  and, if so, (2) it is
probable  that the plans  will  mitigate  the  conditions  or events  that raise
substantial doubt about the entity's ability to continue as a going concern.

If conditions  or events raise  substantial  doubt about an entity's  ability to
continue as a going concern, but the substantial doubt is alleviated as a result
of consideration of management's  plans, the entity should disclose  information
that  enables  users  of  the  financial  statements  to  understand  all of the
following  (or  refer  to  similar   information   disclosed  elsewhere  in  the
footnotes):

     a.   Principal conditions or events that raised substantial doubt about the
          entity's ability to continue as a going concern (before  consideration
          of management's plans)
     b.   Management's  evaluation of the  significance  of those  conditions or
          events in relation to the entity's ability to meet its obligations
     c.   Management's  plans  that  alleviated   substantial  doubt  about  the
          entity's ability to continue as a going concern.

If conditions  or events raise  substantial  doubt about an entity's  ability to
continue as a going  concern,  and  substantial  doubt is not  alleviated  after
consideration of management's plans, an entity should include a statement in the
footnotes  indicating that there is SUBSTANTIAL DOUBT ABOUT THE ENTITY'S ABILITY
TO CONTINUE AS A GOING CONCERN within one year after the date that the financial
statements  are issued (or  available  to be issued).  Additionally,  the entity
should disclose  information  that enables users of the financial  statements to
understand all of the following:

     a.   Principal  conditions or events that raise substantial doubt about the
          entity's ability to continue as a going concern
     b.   Management's  evaluation of the  significance  of those  conditions or
          events in relation to the entity's ability to meet its obligations
     c.   Management's  plans that are  intended to mitigate the  conditions  or
          events  that raise  substantial  doubt about the  entity's  ability to
          continue as a going concern.

The  amendments  in this Update are effective for the annual period ending after
December 15, 2016, and for annual periods and interim periods thereafter.  Early
application is permitted.

Management  does not believe that any  recently  issued,  but not yet  effective
accounting  pronouncements,  when  adopted,  will have a material  effect on the
accompanying consolidated financial statements.

                                       19

Note 3 - Going Concern

The  Company  has elected to adopt early  application  of  Accounting  Standards
Update  No.  2014-15,   "PRESENTATION  OF  FINANCIAL  STATEMENTS--GOING  CONCERN
(SUBTOPIC  205-40):  DISCLOSURE OF  UNCERTAINTIES  ABOUT AN ENTITY'S  ABILITY TO
CONTINUE AS A GOING CONCERN ("ASU 2014-15").

The Company's financial  statements have been prepared assuming that the Company
will continue as a going concern,  which contemplates  continuity of operations,
realization  of assets,  and  liquidation of liabilities in the normal course of
business.

As reflected in the financial statements, the Company had an accumulated deficit
at October 31, 2014, a net loss and net cash used in  operating  activities  for
the reporting period then ended. These factors raise substantial doubt about the
Company's ability to continue as a going concern.

The  Company is  attempting  to commence  exploration  and  generate  sufficient
revenue;  however,  the Company's cash position may not be sufficient to support
its daily  operations.  While  the  Company  believes  in the  viability  of its
strategy to  commence  operations  and  generate  sufficient  revenue and in its
ability to raise  additional  funds,  there can be no assurances to that effect.
The ability of the Company to continue as a going concern is dependent  upon its
ability to further implement its business plan and generate  sufficient  revenue
and its  ability  to  raise  additional  funds  by way of a  public  or  private
offering.

The  financial  statements  do  not  include  any  adjustments  related  to  the
recoverability  and  classification of recorded asset amounts or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

Note 4 - Mineral Properties

Cherry Creek Claim

Effective  January 31, 2013,  Tungsten signed an Option  Agreement with Viscount
Nevada Holdings Ltd.  ("Viscount") to acquire an undivided 100% right, title and
interest in and to all Tungsten  located in certain mining claims ("Cherry Creek
claim")  in the  State of  Nevada.  The  Option  shall be in good  standing  and
exercisable  by  Tungsten  by paying the  following  amounts:  (i)  $150,000  to
Viscount on or before  April 15,  2013;  (ii)  $100,000 to Viscount on or before
February 15, 2014; (iii) $50,000 to Viscount on or before February 15, 2015; and
(iv) paying all such  property  tax  payments as may be required to maintain the
mineral claims in good standing.

In addition,  Tungsten shall use  commercially  reasonable  efforts to incur the
following annual work commitments as currently  recommended and agreed to by the
parties:  (i) exploration  expenditures on the property of $250,000 on or before
the first  anniversary  of the  execution of this  Agreement;  (ii)  exploration
expenditures on the property of $250,000 on or before the second  anniversary of
the  execution of this  Agreement;  and (iii)  exploration  expenditures  on the
property of  $1,000,000 on or before the third  anniversary  of the execution of
the Agreement.

On April 11, 2013, the Company made the first payment of $150,000.

On February 11, 2014, the Company and Viscount signed an amendment to the Option
Agreement  keeping  the Option in good  standing if $100,000 is paid to Viscount
and  $250,000 of  exploration  expenditures  is made on or before June 15, 2014.
Viscount was  compensated  for agreeing to this  amendment  with the issuance of
250,000  restricted shares of common stock,  valued at $18,025,  the fair market
value of the common stock on the date of  issuance,  which was recorded as other
(income) expense - cost of extension.

On June 12,  2014,  the Company and  Viscount  signed an amendment to the Cherry
Creek property Option Agreement  keeping the Option in good standing if $100,000
is paid to Viscount  and  $250,000  of  exploration  expenditures  is made on or
before September 15, 2014.

Transfer of Cherry Creek Claims and Termination of the Option Agreement

On August 19, 2014, the Company and Viscount  signed an Option  Termination  and
Mining  Claim  Transfer  Agreement  to transfer  its claims on the Cherry  Creek
property to Viscount and terminate the Option  Agreement dated January 13, 2013.
The Company was released from all of its obligations  under the Option Agreement
and received $5,000 in total consideration for transferring the claims, with the
Option Agreement having no further force and effect.

                                       20

Management  decided to impair the value of the claim to its net realizable value
of $5,000.

Idaho Claim

On  April  19,  2013,  the  Company  entered  into  a  purchase  agreement  (the
"Agreement")  with  Monfort  Ventures  Ltd.  ("Monfort"),  pursuant to which the
Company  acquired  title to certain  unpatented  pacer mining claims  located in
Custer County,  Idaho (the "Property") upon issuance by the Company of 3,000,000
shares of its common stock to Monfort (the "Shares")  valued at $0.25 per share,
the most recent PPM price, or $750,000.

Subsequent to the purchase of the Idaho claim,  management impaired the acquired
unpatented pacer mining claims by $750,000. This impairment was a consequence of
the  assets  being  exploratory  in nature  and not being  supported  by any ore
reserves.  It is not  possible to evaluate and  establish  the real value of the
mineral  properties until additional work is completed and that may take several
years.  With that being stated,  the Company's  position is that these  acquired
mineral assets,  which consist of ownership of unpatented mining claims,  cannot
be truly assessed at this time. The Company  assumes that these assets have been
impaired and the exchange  price based on $0.25 per share is not  supportable as
the possible value of these assets in the future. The Company impaired the stock
value exchange of $750,000 as of year ended January 31, 2014.

Summary of Mineral Properties

Mineral properties consisted of the following:

                                      October 31, 2014         January 31, 2014
                                      ----------------         ----------------
Cherry Creek Claim                       $  174,013               $  174,013
Idaho Claim                                 750,000                  750,000
Less impairment                            (924,013)                (750,000)
                                         ----------               ----------
Total                                    $       --               $  174,013
                                         ==========               ==========

Note 5 - Convertible Notes Payable

On January 2, 2014 (the "Closing  Date"),  Tungsten Corp., a Nevada  corporation
(the  "Company"),  entered into a 12% note  purchase  agreement  dated as of the
Closing Date (the "Purchase Agreement") with Hanover Holdings I, LLC, a New York
limited liability company  ("Hanover"),  maturing on September 2, 2014.  Hanover
has the  option to  convert  the  outstanding  notes and  interest  due into the
Company's  common  shares at $0.0325 per share at any time prior to September 2,
2014. The Purchase  Agreement  provides that,  upon the terms and subject to the
conditions  set forth  therein,  Hanover shall  purchase from the Company on the
Closing  Date a senior  convertible  note with an  initial  principal  amount of
$127,500 (the  "Convertible  Note") for $85,000 in cash (a 33.33% original issue
discount).  Pursuant to the Purchase Agreement, on the Closing Date, the Company
issued the Convertible Note to Hanover.

Amending Agreement to Senior Convertible Note

On August 20,  2014,  Tungsten  Corp.,  a Nevada  corporation  (the  "Company"),
entered into an amending agreement (the "Amendment") with Magna Equities II, LLC
(formerly  known as Hanover  Holdings  I,  LLC),  a New York  limited  liability
company ("Magna"). The Amendment provides that, the senior convertible note (the
"Note") dated January 2nd, 2014 in the principal amount of $127,500,  be amended
as follows in regards to Section 3.b.ii:

     a.   "New Conversion  Price" means, as of any Conversion Date or other date
          of  determination,  the  lesser  price of i) a 35%  discount  from the
          lowest  Trading  Price for the three (3) trading days prior to the day
          that the  Holder  requests  conversion  or ii)  "Conversion  Price" as
          stated in the Note.

     b.   All terms,  conditions and rights afforded  pursuant to the conditions
          of the Note shall remain in full force and effect.

Previously,  the Note was  convertible  into shares of common  stock,  par value
$0.0001 per share (the "Common Stock"),  at a fixed conversion price of $0.0325.
In  connection  with the Amendment the Company and Magna agreed to terminate the
equity  enhancement  program  reflected in the Common Stock  Purchase  Agreement
described  below and to terminate the Company's  Registration  Statement on Form
S-1  registering for resale the shares of Common Stock into which the Note could

                                       21

be converted  or the shares of Common  Stock  issuable to Magna under the Common
Stock  Purchase  Agreement.  This  action was taken by mutual  agreement  of the
parties in view of the fact that with the decline in the  Company's  share price
the  equity  enhancement  program  was not a viable  method  for  financing  the
Company.

Securities Purchase Agreement and Convertible Notes

On August 20, 2014 (the "Closing  Date"),  the Company entered into a securities
purchase agreement dated as of the Closing Date (the "Purchase  Agreement") with
Magna. The Purchase  Agreement  provides that, upon the terms and subject to the
conditions  set forth  therein,  Magna  shall  purchase  from the Company on the
Closing Date a senior  convertible  note with a principal amount of $51,500 (the
"Convertible  Note") for a purchase  price of $51,500.  Pursuant to the Purchase
Agreement,  on the Closing  Date,  the Company  issued the  Convertible  Note to
Magna.

The Convertible Note matures on August 20, 2015 and accrues interest at the rate
of 12% per annum.  The Convertible  Note is convertible at any time, in whole or
in part,  at Magna's  option  into  shares of the  Company's  Common  Stock at a
variable  conversion price equal to a 35% discount from the lowest trading price
in the three (3) trading days prior to the day that Magna  requests  conversion.
At no time will Magna be entitled to convert any portion of the Convertible Note
to the extent that after such  conversion,  Magna (together with its affiliates)
would beneficially own more than 9.99% of the outstanding shares of Common Stock
as of such date.  The  Convertible  Note  includes  "full  ratchet" and standard
anti-dilution protection.

The  Convertible  Note  includes  customary  event of  default  provisions,  and
provides  for a default  interest  rate of 22%. The Company has the right at any
time to redeem all, but not less than all, of the total outstanding  amount then
remaining  under the  Convertible  Note in cash at a price  equal to 150% of the
total amount of the Convertible Note then outstanding.

The  Purchase  Agreement  contains  customary  representations,  warranties  and
covenants by, among and for the benefit of the parties.  The Company also agreed
to pay up to $1,500 of reasonable attorneys' fees and expenses incurred by Magna
in connection  with the  transaction.  The Purchase  Agreement also provides for
indemnification  of Magna and its  affiliates  in the event  that  Magna  incurs
losses,  liabilities,  obligations,  claims,  contingencies,  damages, costs and
expenses  related  to a breach  by the  Company  of any of its  representations,
warranties or covenants under the Purchase Agreement.

On August 29, 2014 (the "Closing  Date"),  the Company entered into a securities
purchase agreement dated as of the Closing Date (the "Purchase  Agreement") with
Magna. The Purchase  Agreement  provides that, upon the terms and subject to the
conditions  set forth  therein,  Magna  shall  purchase  from the Company on the
Closing Date a senior  convertible  note with a principal  amount of $9,250 (the
"Convertible  Note") for a purchase  price of $9,250.  Pursuant to the  Purchase
Agreement,  on the Closing  Date,  the Company  issued the  Convertible  Note to
Magna.

The Convertible Note matures on August 29, 2015 and accrues interest at the rate
of 12% per annum.  The Convertible  Note is convertible at any time, in whole or
in part,  at Magna's  option  into  shares of the  Company's  Common  Stock at a
variable  conversion price equal to a 35% discount from the lowest trading price
in the three (3) trading days prior to the day that Magna  requests  conversion.
At no time will Magna be entitled to convert any portion of the Convertible Note
to the extent that after such  conversion,  Magna (together with its affiliates)
would beneficially own more than 9.99% of the outstanding shares of Common Stock
as of such date.  The  Convertible  Note  includes  "full  ratchet" and standard
anti-dilution protection.

The  Convertible  Note  includes  customary  event of  default  provisions,  and
provides  for a default  interest  rate of 22%. The Company has the right at any
time to redeem all, but not less than all, of the total outstanding  amount then
remaining  under the  Convertible  Note in cash at a price  equal to 150% of the
total amount of the Convertible Note then outstanding.

The  Purchase  Agreement  contains  customary  representations,  warranties  and
covenants by, among and for the benefit of the parties.  The Purchase  Agreement
also provides for  indemnification of Magna and its affiliates in the event that
Magna incurs losses, liabilities,  obligations, claims, contingencies,  damages,
costs  and  expenses  related  to  a  breach  by  the  Company  of  any  of  its
representations, warranties or covenants under the Purchase Agreement.

Termination of Common Stock Purchase Agreement

The Common Stock Purchase  Agreement  dated as of February 18, 2014 (the "Common
Stock Purchase Agreement") between the Company and Magna was formerly terminated
by letter of notice (the  "Letter"),  pursuant  to  Sections  8.1 and 8.3 of the
Agreement,  by providing  Magna with written  notice of  Tungsten`s  election to
terminate  the  Agreement,  effective  as of August 20,  2014 (the  "Termination
Date").  The  respective  parties agreed to terminate the Agreement and that all
terms and  conditions  of the  Agreement  shall be deemed  fully  satisfied  and
neither party shall have any further  obligations to the counter party, with the
exception of the  Registration  Rights Agreement dated February 18, 2014 between

                                       22

the Company and Magna which was not  terminated,  principally  due to continuing
indemnification,  payment of expenses,  and the like.  The Company has satisfied
all registration obligations under the foregoing agreement.

The Company did not incur any penalties in connection  with the  termination  of
the Common Stock Purchase Agreement.

New Financing

On September 8, 2014 (the "Closing  Date"),  the Company entered into an 8% note
purchase agreement dated as of the Closing Date (the "Purchase  Agreement") with
KBM Worldwide,  Inc., a New York corporation ("KBM"),  maturing on September 10,
2015. KBM has the option to convert the outstanding  notes and interest due into
the  Company's  common  shares at a  variable  conversion  price  equal to a 30%
discount  from the average of the three  lowest  trading  prices in the ten (10)
trading  days  prior to the day  that  KBM  requests  conversion.  The  Purchase
Agreement  provides that, upon the terms and subject to the conditions set forth
therein,  KBM shall  purchase  from the  Company  on the  Closing  Date a senior
convertible note with an initial  principal amount of $58,000 (the  "Convertible
Note") for $53,000 in cash (an 8.62% original issue  discount).  Pursuant to the
Purchase Agreement, on the Closing Date, the Company issued the Convertible Note
to KBM.

On  September  9, 2014 LG Capital  Funding,  LLC, a New York  limited  liability
company ("LG Capital"), purchased a portion of the Magna note in an amount equal
to $30,000 of face value and Magna assigned that portion of the note.

On September 9, 2014 (the "Closing Date"), the Company amended and restated that
portion of the note assumed by LG Capital and entered  into an 8% note  purchase
agreement  dated as of the  Closing  Date  (the  "Purchase  Agreement")  with LG
Capital, maturing on September 9, 2015. LG Capital has the option to convert the
outstanding  notes  and  interest  due into the  Company's  common  shares  at a
variable  conversion price equal to a 35% discount from the lowest trading price
in the ten  (10)  trading  days  prior  to the  day  that  LG  Capital  requests
conversion. Pursuant to the Purchase Agreement, on the Closing Date, the Company
issued the Convertible Note to LG Capital.

On September 10, 2014 (the "Closing Date"),  the Company entered into an 8% note
purchase agreement dated as of the Closing Date (the "Purchase  Agreement") with
LG Capital, maturing on September 10, 2015. LG Capital has the option to convert
the  outstanding  notes and interest due into the  Company's  common shares at a
variable  conversion price equal to a 35% discount from the lowest trading price
in the ten  (10)  trading  days  prior  to the  day  that  LG  Capital  requests
conversion.  The Purchase Agreement provides that, upon the terms and subject to
the conditions set forth therein,  LG Capital shall purchase from the Company on
the Closing Date a senior  convertible note with an initial  principal amount of
$34,650 (the  "Convertible  Note") for $33,000 in cash (an 4.76%  original issue
discount).  Pursuant to the Purchase Agreement, on the Closing Date, the Company
issued the Convertible Note to LG Capital.

Derivative Analysis

Because the conversion  features  included in the convertible notes payable have
full reset  adjustments  tied to future  issuances of equity  securities  by the
Company,  they are  subject to  derivative  liability  treatment  under  Section
815-40-15 of the FASB Accounting Standard Codification ("Section 815-40-15").

The Company  estimated the fair value of the conversion  feature of each note on
the  date of  grant  using  the  Black-Scholes  Option  Pricing  Model  with the
following weighted-average assumptions:



                                   Jan 2, 2014    Aug 20, 2014   Aug 29, 2014    Sep 8, 2014    Sep 9, 2014   Sep 10, 2014
                                   -----------    ------------   ------------    -----------    -----------   ------------
                                                                                             
Expected life (year)                    0.67           1.00            1.00          1.01           1.00           1.00
Expected volatility (%)               190.12         194.17          197.66        199.47         200.12         200.08
Expected annual rate of quarterly
 dividends (%)                          0.00           0.00            0.00          0.00           0.00           0.00
Risk-free rate (%)                      0.11           0.12            0.07          0.10           0.10           0.10


(a) Fair Value of Conversion Features

Financial assets and liabilities measured at fair value on a recurring basis are
summarized below and disclosed on the balance sheet at October 31, 2014:

                                       23



                                                       Fair Value Measurement Using
                                    Carrying Value      Level 1       Level 2       Level 3       Total
                                    --------------      -------       -------       -------       -----
                                                                                 
Derivative conversion features         $315,049         $    --       $    --       $315,049     $315,049


Financial assets and liabilities measured at fair value on a recurring basis are
summarized below and disclosed on the balance sheet at January 31, 2014:



                                                       Fair Value Measurement Using
                                    Carrying Value      Level 1       Level 2       Level 3       Total
                                    --------------      -------       -------       -------       -----
                                                                                 
Derivative conversion features         $214,050         $    --       $    --       $214,050     $214,050


The table below  provides a summary of the changes in fair value,  including net
transfers in and/or out, of all  financial  assets and  liabilities  measured at
fair value on a recurring basis using significant  unobservable inputs (Level 3)
during the nine months ended October 31, 2014:



                                                          Fair Value Measurement Using Level 3 Inputs
                                                                Derivative
                                                                Liabilities            Total
                                                                -----------          ----------
                                                                              
Balance, January 31, 2014                                        $ 214,050           $ 214,050
Purchases, issuances and settlements                               180,186             180,186
Total (gains) or losses (realized/unrealized) included
 in consolidated statements of operations                          (11,568)            (11,568)
Transfers in and/or out of Level 3                                 (67,619)            (67,619)
                                                                 ---------           ---------
Balance, July 31, 2014                                           $ 315,049           $ 315,049
                                                                 =========           =========


Note 6 - Related Party Transactions

Free Office Space

The Company has been provided office space by its Chief Executive  Officer at no
cost. The management  determined that such cost is nominal and did not recognize
the rent expense in its financial statements.

Advances from Stockholder

From time to time,  stockholders of the Company advance funds to the Company for
working capital purpose. Those advances are unsecured,  non-interest bearing and
due on demand.

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.

                                       24

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

                                       25

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.

                                       26

Note 8 - Subsequent Events

The Company has evaluated all events that occurred  after the balance sheet date
through the date when the financial  statements were issued to determine if they
must be  reported.  The  Management  of the Company  determined  that there were
certain reportable subsequent events to be disclosed as follows:

On November 5, 2014 Magna  Equities II, LLC  converted  $4,000 of the  principal
amount of the senior  convertible  note dated January 2nd, 2014 in the principal
amount of $127,500 (the "Note"),  into  3,619,910  Shares of Common Stock of the
Company, according to the conditions of the Note.

On November 5, 2014 LG Capital  Funding,  LLC converted  $2,000 of the principal
amount and $19.29 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
1,941,625 Shares of Common Stock of the Company,  according to the conditions of
the Note.

On November 7, 2014 Magna  Equities II, LLC  converted  $8,900 of the  principal
amount of the senior  convertible  note dated January 2nd, 2014 in the principal
amount of $127,500 (the "Note"),  into  8,557,693  Shares of Common Stock of the
Company, according to the conditions of the Note.

On November 10, 2014 LG Capital  Funding,  LLC converted $2,000 of the principal
amount and $21.48 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
1,943,730 Shares of Common Stock of the Company,  according to the conditions of
the Note.

On November 13, 2014 Magna  Equities II, LLC  converted  $8,150 of the principal
amount of the senior  convertible  note dated January 2nd, 2014 in the principal
amount of $127,500 (the "Note"),  into  9,644,970  Shares of Common Stock of the
Company, according to the conditions of the Note.

On November 14, 2014 LG Capital  Funding,  LLC converted $3,000 of the principal
amount and $34.85 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
3,591,538 Shares of Common Stock of the Company,  according to the conditions of
the Note.

On November 19, 2014 Magna  Equities II, LLC  converted  $9,860 of the principal
amount of the senior  convertible  note dated January 2nd, 2014 in the principal
amount of $127,500 (the "Note"),  into 11,668,640  Shares of Common Stock of the
Company, according to the conditions of the Note.

On November 19, 2014 LG Capital  Funding,  LLC converted $3,000 of the principal
amount and $38.14 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
3,595,431 Shares of Common Stock of the Company,  according to the conditions of
the Note.

On November 20, 2014 LG Capital  Funding,  LLC converted $3,000 of the principal
amount and $38.79 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
3,596,201 Shares of Common Stock of the Company,  according to the conditions of
the Note.

On November 24, 2014 LG Capital  Funding,  LLC converted $3,900 of the principal
amount and $53.85 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
4,679,112 Shares of Common Stock of the Company,  according to the conditions of
the Note.

On November 26, 2014 Magna  Equities II, LLC converted  $11,000 of the principal
amount of the senior  convertible  note dated January 2nd, 2014 in the principal
amount of $127,500 (the "Note"),  into 12,087,913  Shares of Common Stock of the
Company, according to the conditions of the Note.

                                       27

On December 3, 2014 Magna  Equities II, LLC  converted  $7,140 of the  principal
amount of the senior  convertible  note dated January 2nd, 2014 in the principal
amount of $127,500 (the "Note"),  into  9,986,014  Shares of Common Stock of the
Company, according to the conditions of the Note.

On December 5, 2014 LG Capital  Funding,  LLC converted  $3,000 of the principal
amount and $48.66 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
4,302,978 Shares of Common Stock of the Company,  according to the conditions of
the Note.

On December 9, 2014 Magna  Equities II, LLC  converted  $7,475 of the  principal
amount of the senior  convertible  note dated January 2nd, 2014 in the principal
amount of $127,500 (the "Note"),  into 11,500,000  Shares of Common Stock of the
Company, according to the conditions of the Note.

On December 15, 2014 LG Capital  Funding,  LLC converted $3,000 of the principal
amount and $55.23 of the interest  amount of the senior  convertible  note dated
September  9th,  2014 in the  principal  amount of $30,000  (the  "Note"),  into
6,026,094 Shares of Common Stock of the Company,  according to the conditions of
the Note.

                                       28

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

This  following  information  specifies  certain  forward-looking  statements of
management  of the  company.  Forward-looking  statements  are  statements  that
estimate the happening of future  events and are not based on  historical  fact.
Forward-looking  statements  may be  identified  by the  use of  forward-looking
terminology,   such  as   "may,"   "shall,"   "could,"   "expect,"   "estimate,"
"anticipate,"   "predict,"  "probable,"  "possible,"  "should,"  "continue,"  or
similar  terms,  variations  of those terms or the negative of those terms.  The
forward-looking  statements  specified in the  following  information  have been
compiled by our  management on the basis of  assumptions  made by management and
considered  by  management  to be  reasonable.  Our  future  operating  results,
however, are impossible to predict and no representation,  guaranty, or warranty
is to be inferred from those forward-looking statements.

The assumptions used for purposes of the forward-looking statements specified in
the following  information  represent estimates of future events and are subject
to uncertainty as to possible changes in economic,  legislative,  industry,  and
other circumstances.  As a result, the identification and interpretation of data
and other information and their use in developing and selecting assumptions from
and among  reasonable  alternatives  require the  exercise of  judgment.  To the
extent that the assumed events do not occur, the outcome may vary  substantially
from anticipated or projected results, and, accordingly, no opinion is expressed
on the  achievability of those  forward-looking  statements.  We cannot guaranty
that any of the assumptions relating to the forward-looking statements specified
in the following  information  are accurate,  and, except as required by law, we
assume no obligation to update any such forward-looking statements.

OVERVIEW

We were  incorporated  under the laws of the state of Nevada on June 5, 2008. On
April 8, 2013, we entered into and closed a stock  exchange  agreement  with Guy
Martin and Nevada  Tungsten  Holdings  Ltd.  Pursuant  to the terms of the stock
exchange  agreement,  we acquired  all of the issued and  outstanding  shares of
Nevada Tungsten Holdings Ltd.'s common stock from Mr. Martin in exchange for the
issuance by our company of  3,000,000  shares of our common  stock to Guy Martin
(the  "Transaction").  As a result of the Transaction,  Nevada Tungsten Holdings
Ltd. became our  wholly-owned  subsidiary and we acquired an option to acquire a
100% interest in all tungsten on the Cherry Creek property.  On August 19, 2014,
we transferred  the Cherry Creek property back to Viscount  Nevada Holdings Ltd.
("Viscount"), and the option agreement with Viscount was terminated.

Nevada Tungsten Holdings Ltd. was incorporated in the state of Nevada on October
30, 2012, with the goal of investigating for promising tungsten opportunities in
the United States.

Nevada  Tungsten  Holdings  Ltd.  acquired from Monfort  Ventures Ltd.  title to
certain  unpatented  pacer mining claims  located in Custer  County,  Idaho (the
"Idaho  Property") in consideration  for the issuance of 3,000,000 shares of our
common stock.

Notwithstanding   the  recent   impairment  on  the  Idaho   Property,   we  are
re-evaluating and exploring further development of this property. In addition to
development  opportunities  in  the  state  of  Idaho,  we are  also  evaluating
alternative projects to advance our business plan.

We are focused on  evaluating a large  Tungsten  reserve  located in the Western
United States in a cooperative  effort with the owners of the property.  We will
be updating an economic  analysis that was done some time ago to current  prices
and costs,  in order to make a fair assessment of the potential for the project.
This update will be a precursor  to engaging in a full update of the  previously
completed economic and engineering studies,  with the objective being to enter a
joint venture for the extraction of the Tungsten deposits.

The following  discussion  of our financial  condition and results of operations
should be read in conjunction with our Financial Statements for the period ended
October  31,  2014,  together  with notes  thereto,  which are  included in this

                                       29

report. Our subsidiary's  results are being shown in the financial statements in
accordance with the rules for a reverse acquisition.

RESULTS OF OPERATIONS

FOR THE THREE MONTHS ENDED OCTOBER 31, 2014 COMPARED TO 2013 REVENUES

We had no revenues for the three months ended October 31, 2014 or 2013.

COSTS OF EXPLORATION

For the three months ended October 31, 2014, our total costs of exploration were
$6,575 (2013 - $52,814) which  consisted of claims  maintenance and filing fees.
The  decrease  from 2013  resulted  from our scaling  back on claim  staking and
giving up the option on the Cherry Creek claims.

OPERATING EXPENSES

For the three months ended October 31, 2014, our total  operating  expenses were
$146,856  (2013 - $106,417).  For the three months ended  October 31, 2014,  our
total operating  expenses  consisted of legal and  professional  fees of $10,079
(2013 - $11,595),  officer/director compensation of $82,313 (including a $55,313
non-cash charge for deferred compensation due to the vesting of stock issued for
director  services)  (2013 - $77,625  including  a $50,625  non-cash  charge for
deferred compensation due to the vesting of stock issued for director services),
general and  administrative  expenses of $54,464  (including a $45,000  non-cash
charge for amortization of a pre-paid contract for public relations services and
a $5,250  non-cash  charge for  investor  relations  services,  both using stock
issued as compensation ) (2013 - $17,197).  We also expect that we will continue
to incur  significant  legal and accounting  expenses  related to being a public
company.

OTHER INCOME/EXPENSES

For the three  months  ended  October  31,  2014,  our total  other  expense was
$302,199  (2013 - $Nil) and  consisted of cost of financing  expense of $41,922,
interest  expense of $54,857,  derivative  expense of $3,436,  and a loss in the
change of the fair value of derivative liabilities of $201,984.

NET LOSS

For the three months ended October 31, 2014,  our net loss was $455,630  (2013 -
$159,231).  The  increase in our net loss was  primarily  due to the loss in the
fair value of derivative liabilities, the cost of financing, and interest during
the three  months  ended  October 31,  2014.  We expect to continue to incur net
losses for the foreseeable future.

FOR THE NINE MONTHS ENDED OCTOBER 31, 2014 COMPARED TO 2013 REVENUES

We had no revenues for the nine months ended October 31, 2014 or in 2013.

COSTS OF EXPLORATION

For the nine months ended October 31, 2014, our total costs of exploration  were
$6,575 (2013 - $73,565) which  consisted of claims  maintenance and filing fees.
The  decrease  from 2013  resulted  from our scaling  back on claim  staking and
giving up the option on the Cherry Creek claims.

                                       30

OPERATING EXPENSES

For the nine months ended October 31, 2014,  our total  operating  expenses were
$667,485  (2013 -  $365,965).  For the nine months ended  October 31, 2014,  our
total operating  expenses  consisted of legal and  professional  fees of $69,899
(2013  -  $99,085),  officer/director  compensation  of  $256,312  (including  a
$175,312  non-cash charge for deferred  compensation due to the vesting of stock
issued for director  services)  (2013 - $173,317  including a $101,250  non-cash
charge for deferred compensation due to the vesting of stock issued for director
services), general and administrative expenses of $172,261 (including a $135,000
non-cash  charge for  amortization of a pre-paid  contract for public  relations
services and a $15,750  non-cash charge for investor  relations  services,  both
using stock issued as  compensation  ) (2013 - $93,563) and a loss on impairment
of  $169,013  (2013  - $0).  We also  expect  that we  will  continue  to  incur
significant legal and accounting expenses related to being a public company.

OTHER INCOME/EXPENSES

For the nine months  ended  October 31,  2014,  our total  other  expenses  were
$406,605  (2013 - $Nil) and consisted of cost of financing  expense of $238,663,
interest expense of $158,049,  cost of extension of $18,025,  derivative expense
of $3,436, and a gain in the change of the fair value of derivative  liabilities
of $11,568.

NET LOSS

For the nine months ended October 31, 2014, our net loss was $1,080,665  (2013 -
$439,530).  The  increase  in our net loss was  primarily  due to  increases  in
non-cash charges for deferred compensation and amortization,  and other expenses
associated  with financing  costs during the nine months ended October 31, 2014.
We expect to continue to incur net losses for the foreseeable future.

LIQUIDITY AND CAPITAL RESOURCES

As of October 31, 2014,  we had cash of $42,695.  Given our cash  position as of
October 31, 2014,  management believes that our cash on hand and working capital
are insufficient to meet our current anticipated cash requirements. We will need
$250,000 in additional working capital in order to execute our business strategy
over the next 12 months.

Our total current  liabilities  were $594,405 as of October 31, 2014,  which was
represented  by accounts  payable and accrued  expenses of $82,703,  convertible
notes net of  discounts  of  $96,702,  derivative  liability  of  $315,049,  and
advances from stockholders of $99,951.

Other than those liabilities discussed above, we had no other liabilities and no
other long term commitments or contingencies as of October 31, 2014. We received
$146,750 from financing activities.

In order to provide financing for our planned exploration activities, we entered
into the note purchase  agreement (the "Note Purchase  Agreement")  with Hanover
Holdings I, LLC, a New York limited liability company  ("Hanover") on January 2,
2014. The Note Purchase  Agreement  provides that, upon the terms and subject to
the conditions set forth in the Note Purchase  Agreement,  Hanover will purchase
from us the convertible  note with an initial  principal amount of $127,500 (the
"Convertible   Note")  for  a  purchase  price  of  $85,000,   representing   an
approximately 33.33% original issue discount.  We issued the Convertible Note to
Hanover on January 2, 2014. On August 20, 2014, we amended the conversion  price
of the  Convertible  Note to the  lesser of (i) a 35%  discount  from the lowest
trading  price for the three (3) trading days prior to the  conversion,  or (ii)
$0.0325  per  share.  During  the 3 months  ending  October  31,  2014,  Hanover
converted  $29,450 of the Convertible  Note into 9,330,912  shares of our common
stock.

As of  December  15, 2014 the  principle  due on the  Convertible  Note had been
reduced  to  $11,525  after  the  purchase  of  $30,000  of the face  value  and
conversions  totaling  $56,525  into  67,065,140  shares  of our  common  stock,
subsequent to the end of reporting quarter.

                                       31

On August 20, 2014, we entered into a securities  purchase  agreement with Magna
Equities II, LLC ("Magna")  pursuant to which Magna  purchased  from us a senior
convertible  note with a  principal  amount of $51,500  (the "Magna  Note").  We
issued  the  Magna  Note to Magna on August  20,  2014 for a  purchase  price of
$51,500.

On August 29, 2014, we entered into a securities  purchase  agreement with Magna
pursuant  to which  Magna  purchased  from us a senior  convertible  note with a
principal  amount of $9,250  (the "Magna Note 2"). We issued the Magna Note 2 to
Magna on August 29, 2014 for a purchase price of $9,250.

On September 8, 2014, we entered into an 8% note purchase  agreement dated as of
the same date (the "Purchase  Agreement")  with KBM Worldwide,  Inc., a New York
corporation  ("KBM").  The Purchase  Agreement provides that, upon the terms and
subject to the conditions set forth therein, KBM shall purchase from us a senior
convertible  note with an initial  principal  amount of $58,000 (the "KBM Note")
for $53,000 in cash (an 8.62%  original  issue  discount) and a maturity date of
September 10, 2015. Pursuant to the Purchase Agreement, on September 8, 2014, we
issued  the KBM Note to KBM.  KBM has the  option  to  convert  the KBM Note and
interest due  thereunder  into shares of common  stock at a variable  conversion
price  equal to a 30%  discount  from the  average of the three  lowest  trading
prices  in the ten  (10)  trading  days  prior  to the  day  that  KBM  requests
conversion.

On  September  9, 2014 LG Capital  Funding,  LLC, a New York  limited  liability
company ("LG Capital"), purchased a portion of the Magna Note in an amount equal
to $30,000 of face value of the Magna Note and assumed that portion of the note.
On September 9, 2014,  we amended and restated  that portion of the note assumed
by LG  Capital  (the  "Restated  Note")  and  entered  into an 8% note  purchase
agreement  dated  as of the same  date  (the "LG  Purchase  Agreement")  with LG
Capital.  The Restated Note has a maturity date of September 9, 2015. LG Capital
has the option to convert the Restated  Note and interest  due  thereunder  into
shares of common  stock at a variable  conversion  price equal to a 35% discount
from the lowest trading price in the ten (10) trading days prior to the day that
LG Capital requests conversion.

As of December 15, 2014 the  principle due on the Restated Note had been reduced
to $7,100  after  conversions  totaling  $22,900 into  29,676,709  shares of our
common stock, subsequent to the end of reporting quarter.

On September 10, 2014, we entered into an 8% note purchase agreement dated as of
the same date (the "Second LG Purchase  Agreement") with LG Capital.  The Second
LG  Purchase  Agreement  provides  that,  upon  the  terms  and  subject  to the
conditions set forth therein, LG Capital shall purchase from us on September 10,
2014, a senior convertible note with an initial principal amount of $34,650 (the
"LG Note") for $33,000 in cash (an 4.76% original issue discount) and a maturity
date of September  10, 2015.  Pursuant to the Second LG Purchase  Agreement,  on
September 10, 2014, the Company issued the LG Note to LG Capital. LG Capital has
the option to convert the LG Note and  interest  due  thereunder  into shares of
common stock at a variable  conversion  price equal to a 35%  discount  from the
lowest  trading  price in the ten  (10)  trading  days  prior to the day that LG
Capital requests conversion.

As of December 15, 2014, we had issued notes in the aggregate  principal  amount
of $275,900,  and $108,875 of such notes has been  converted to shares of common
stock.

During  the  remainder  of 2014 and 2015,  we  expect  that the  following  will
continue  to impact our  liquidity:  (i) legal and  accounting  costs of being a
public  company;   (ii)  anticipated  increases  in  overhead  and  the  use  of
independent contractors for services to be provided to us; and (iii) exploration
costs to support the development of our mineral property assets.

At present,  our cash requirements for the next twelve months outweigh the funds
available  to  maintain  or develop  our  properties.  In order to  improve  our
liquidity,  we intend to pursue  additional  equity and/or debt  financing  from
private  investors.  We currently do not have any  arrangements in place for the
completion of any further private placement financings and there is no assurance
that  we  will  be  successful  in  completing  any  further  private  placement
financings. If we are unable to achieve the necessary additional financing, then
we plan to reduce  the  amounts  that we spend on our  business  activities  and
administrative  expenses  in order to be within the amount of capital  resources
that  are  available  to us.  If we  pursue  additional  equity  financing,  the

                                       32

additional  shares  we would  have to issue  could  cause  dilution  to our then
current  shareholders  and may have an adverse  impact on our stock  price.  The
potential  dilutive  effect of such a  financing  could deter  potential  future
investors from investing in our Company.

We  cannot  be sure  that our  future  working  capital  or cash  flows  will be
sufficient to meet our debt obligations and commitments.  Any  insufficiency and
failure by us to  renegotiate  such existing debt  obligations  and  commitments
would have a negative  impact on our business and financial  condition,  and may
result in legal claims by our creditors.  Our ability to make scheduled payments
on our debt as they  become due will  depend on our future  performance  and our
ability to implement  our  business  strategy  successfully.  Failure to pay our
interest  expense or make our principal  payments  would result in a default.  A
default,  if not waived,  could result in acceleration of our  indebtedness,  in
which case the debt would become immediately due and payable. If this occurs, we
may be forced to sell or liquidate  assets,  obtain additional equity capital or
refinance or restructure all or a portion of our outstanding  debt on terms that
may be less favorable to us. In the event that we are unable to do so, we may be
left without  sufficient  liquidity and we may not be able to repay our debt and
the lenders may be able to foreclose  on our assets or force us into  bankruptcy
proceedings or involuntary receivership.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.

CRITICAL ACCOUNTING POLICY AND ESTIMATES

Our Management's  Discussion and Analysis of Financial  Condition and Results of
Operations section discusses our financial statements,  which have been prepared
in accordance with accounting principles generally accepted in the United States
of America. The preparation of these financial statements requires management to
make estimates and  assumptions  that affect the reported  amounts of assets and
liabilities at the date of the financial  statements and the reported amounts of
revenues  and  expenses  during the  reporting  period.  On an  on-going  basis,
management  evaluates its estimates and  judgments,  including  those related to
revenue recognition,  accrued expenses,  financing operations, and contingencies
and  litigation.  Management  bases its  estimates  and  judgments on historical
experience and on various other factors that are believed to be reasonable under
the  circumstances,  the  results of which  form the basis for making  judgments
about the carrying value of assets and liabilities that are not readily apparent
from other  sources.  Actual  results  may differ  from  these  estimates  under
different assumptions or conditions.  The most significant  accounting estimates
inherent in the preparation of our financial  statements include estimates as to
the appropriate  carrying value of certain assets and liabilities  which are not
readily apparent from other sources. In addition,  these accounting policies are
described at relevant  sections in this discussion and analysis and in the notes
to the financial  statements  included in this Quarterly Report on Form 10-Q for
the period ended October 31, 2014.

RECENT ACCOUNTING PRONOUNCEMENTS

In April  2014,  the FASB  issued ASU No.  2014-08,  Presentation  of  Financial
Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting
Discontinued Operations and Disclosures of Disposals of Components of an Entity.
The amendments in this Update change the requirements for reporting discontinued
operations in Subtopic 205-20.

Under the new guidance,  a discontinued  operation is defined as a disposal of a
component or group of  components  that is disposed of or is  classified as held
for sale and  "represents  a  strategic  shift  that has (or will  have) a major
effect on an entity's  operations and financial  results." The ASU states that a
strategic  shift could  include a disposal of (i) a major  geographical  area of
operations,  (ii) a  major  line  of  business,  (iii)  a  major  equity  method
investment,  or (iv) other  major  parts of an entity.  Although  "major" is not
defined,  the  standard  provides  examples  of when a disposal  qualifies  as a
discontinued operation.

The ASU also requires additional disclosures about discontinued  operations that
will provide more information about the assets, liabilities, income and expenses
of  discontinued  operations.  In addition,  the ASU requires  disclosure of the

                                       33

pre-tax profit or loss attributable to a disposal of an individually significant
component  of an  entity  that  does not  qualify  for  discontinued  operations
presentation in the financial statements.

The ASU is effective for public business  entities for annual periods  beginning
on or after December 15, 2014, and interim periods within those years.

In June 2014, the FASB issued ASU No. 2014-10, Development Stage Entities (Topic
915):  Elimination of Certain  Financial  Reporting  Requirements,  Including an
Amendment to Variable Interest Entities Guidance in Topic 810, Consolidation.

The  amendments  in this Update remove the  definition  of a  development  stage
entity  from the  Master  Glossary  of the  Accounting  Standards  Codification,
thereby removing the financial  reporting  distinction between development stage
entities  and  other  reporting  entities  from  U.S.  GAAP.  In  addition,  the
amendments  eliminate the  requirements  for  development  stage entities to (1)
present  inception-to-date  information in the statements of income, cash flows,
and  shareholder  equity,  (2)  label  the  financial  statements  as those of a
development  stage entity,  (3) disclose a description of the development  stage
activities in which the entity is engaged, and (4) disclose in the first year in
which the entity is no longer a development  stage entity that in prior years it
had been in the development stage.

The  amendments  also  clarify  that  the  guidance  in  Topic  275,  Risks  and
Uncertainties,  is  applicable  to  entities  that  have not  commenced  planned
principal operations.

Finally, the amendments remove paragraph  810-10-15-16.  Paragraph  810-10-15-16
states that a development  stage entity does not meet the condition in paragraph
810-10-15-14(a)  to  be a  variable  interest  entity  if  (1)  the  entity  can
demonstrate that the equity invested in the legal entity is sufficient to permit
it to  finance  the  activities  that  it is  currently  engaged  in and (2) the
entity's  governing  documents and  contractual  arrangements  allow  additional
equity investments.

The  amendments  in  this  Update  also  eliminate  an  exception   provided  to
development stage entities in Topic 810, Consolidation,  for determining whether
an entity is a variable interest entity on the basis of the amount of investment
equity that is at risk. The amendments to eliminate that exception simplify U.S.
GAAP by reducing  avoidable  complexity in existing  accounting  literature  and
improve the relevance of information  provided to financial  statement  users by
requiring the  application of the same  consolidation  guidance by all reporting
entities.  The  elimination  of  the  exception  may  change  the  consolidation
analysis,  consolidation  decision, and disclosure  requirements for a reporting
entity that has an interest in an entity in the development stage.

The amendments related to the elimination of  inception-to-date  information and
the other  remaining  disclosure  requirements  of Topic 915  should be  applied
retrospectively  except  for the  clarification  to Topic  275,  which  shall be
applied  prospectively.  For public  business  entities,  those  amendments  are
effective for annual  reporting  periods  beginning after December 15, 2014, and
interim periods therein.

Early  application  of each  of the  amendments  is  permitted  for  any  annual
reporting period or interim period for which the entity's  financial  statements
have not yet been  issued  (public  business  entities)  or made  available  for
issuance  (other  entities).  Upon adoption,  entities will no longer present or
disclose any information required by Topic 915.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As a smaller  reporting  company,  we are not required to provide Part I, Item 3
disclosure.

ITEM 4. CONTROLS AND PROCEDURES

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES.

We carried out an evaluation,  under the supervision and with the  participation
of our management,  including our Chief Executive  Officer (who is our Principal
Executive Officer) and our Treasurer (who is our Principal Financial Officer and

                                       34

Principal  Accounting  Officer),  of  the  effectiveness  of the  design  of our
disclosure  controls and procedures (as defined by Exchange Act Rules  13a-15(e)
or 15d-15(e)) as of October 31, 2014 pursuant to Exchange Act Rule 13a-15. Based
upon that evaluation,  our Principal  Executive Officer and Principal  Financial
Officer concluded that our disclosure controls and procedures were not effective
as of October 31, 2014 in ensuring that information  required to be disclosed by
us in  reports  that we file or  submit  under  the  Exchange  Act is  recorded,
processed,  summarized,  and reported  within the time periods  specified in the
Securities  and  Exchange   Commission's  (the  "SEC")  rules  and  forms.  This
conclusion is based on findings that constituted material weaknesses. A material
weakness is a deficiency, or a combination of control deficiencies,  in internal
control over  financial  reporting  such that there is a reasonable  possibility
that a material  misstatement of the Company's interim financial statements will
not be prevented or detected on a timely basis.

In performing the  above-referenced  assessment,  our management  identified the
following material weaknesses:

     i)   We have insufficient  quantity of dedicated  resources and experienced
          personnel involved in reviewing and designing internal controls.  As a
          result,  a material  misstatement of the interim and annual  financial
          statements  could occur and not be  prevented  or detected on a timely
          basis.

     ii)  We did not perform an entity  level risk  assessment  to evaluate  the
          implication  of relevant risks on financial  reporting,  including the
          impact of  potential  fraud-related  risks and the  risks  related  to
          non-routine  transactions,  if  any,  on  our  internal  control  over
          financial   reporting.   Lack  of  an  entity-level   risk  assessment
          constituted an internal  control design  deficiency  which resulted in
          more than a remote  likelihood  that a material  error  would not have
          been prevented or detected, and constituted a material weakness.

     iii) We have not  achieved  the  optimal  level of  segregation  of  duties
          relative to key financial  reporting  functions.

Our management  feels the weaknesses  identified above have not had any material
effect  on our  financial  results.  However,  we are  currently  reviewing  our
disclosure  controls and  procedures  related to these  material  weaknesses and
expect to implement  changes in the near term,  including  identifying  specific
areas within our governance, accounting and financial reporting processes to add
adequate resources to potentially mitigate these material weaknesses.

Our management team will continue to monitor and evaluate the  effectiveness  of
our internal  controls and procedures  and our internal  controls over financial
reporting  on an ongoing  basis and is committed  to taking  further  action and
implementing additional enhancements or improvements,  as necessary and as funds
allow.

Because of its inherent  limitations,  internal control over financial reporting
may not  prevent  or detect  misstatements.  Projections  of any  evaluation  of
effectiveness to future periods are subject to the risk that controls may become
inadequate  because of changes in  conditions,  or that the degree of compliance
with the policies or procedures may  deteriorate.  All internal control systems,
no matter how well designed,  have inherent limitations.  Therefore,  even those
systems  determined to be effective can provide only  reasonable  assurance with
respect to financial statement preparation and presentation.

CHANGES IN INTERNAL CONTROLS OVER FINANCIAL REPORTING

There were no other  changes in our internal  control over  financial  reporting
that  occurred  during  the fiscal  quarter  covered  by this  report  that have
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.

                                       35

                          PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 1A. RISK FACTORS

Not applicable.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 29, 2014, we entered into a securities  purchase  agreement with Magna
pursuant to which Magna  purchased from us the Magna Note 2 for a purchase price
of $9,250.  We issued the Magna  Note 2 to Magna on August 29,  2014.  The Magna
Note 2 is  convertible  at any time, in whole or in part, at Magna's option into
shares of common  stock at a variable  conversion  price equal to a 35% discount
from the lowest  trading  price in the three (3)  trading  days prior to the day
that Magna requests conversion. The issuance of the Magna Note 2 was exempt from
the  registration  requirements  of the  Securities Act of 1933, as amended (the
"Securities  Act") pursuant to the exemption for  transactions  by an issuer not
involved in any public  offering under Section 4(a)(2) of the Securities Act and
Rule 506 of Regulation D.

On September  8, 2014,  we entered  into the  Purchase  Agreement  with KBM. The
Purchase  Agreement  provides that, upon the terms and subject to the conditions
set forth  therein,  KBM shall purchase from us on the closing date the KBM Note
for $53,000 in cash (an 8.62% original issue discount). Pursuant to the Purchase
Agreement,  on  September  8, 2014,  we issued the KBM Note to KBM.  KBM has the
option to convert the KBM Note and interest due thereunder into shares of common
stock at a variable conversion price equal to a 30% discount from the average of
the three  lowest  trading  prices in the ten (10) trading days prior to the day
that KBM requests  conversion.  The issuance of the KBM Note was exempt from the
registration  requirements  of the  Securities Act pursuant to the exemption for
transactions  by an issuer not  involved in any public  offering  under  Section
4(a)(2) of the Securities Act and Rule 506 of Regulation D.

On  September  9, 2014,  LG Capital  purchased a portion of the Magna Note in an
amount  equal to $30,000 of the face  value of the Magna Note and  assumed  that
portion of the note.  On  September  9, 2014,  we issued the  Restated  Note and
entered  into the LG  Purchase  Agreement  with LG  Capital.  LG Capital has the
option to convert the Restated Note and interest due  thereunder  into shares of
common stock at a variable  conversion  price equal to a 35%  discount  from the
lowest  trading  price in the ten  (10)  trading  days  prior to the day that LG
Capital requests  conversion.  The issuance of the Restated Note was exempt from
the  registration  requirements  of the Securities Act pursuant to the exemption
for  transactions by an issuer not involved in any public offering under Section
4(a)(2) of the Securities Act and Rule 506 of Regulation D.

On September 10, 2014, we entered into the Second LG Purchase  Agreement with LG
Capital.  The Second LG Purchase  Agreement  provides  that,  upon the terms and
subject to the conditions  set forth therein,  LG Capital shall purchase from us
on September 10, 2014,  the LG Note for $33,000 in cash (a 4.76%  original issue
discount).  Pursuant to the Second LG Purchase Agreement, on September 10, 2014,
the  Company  issued the LG Note to LG  Capital.  LG  Capital  has the option to
convert the LG Note and interest due thereunder into shares of common stock at a
variable  conversion price equal to a 35% discount from the lowest trading price
in the ten  (10)  trading  days  prior  to the  day  that  LG  Capital  requests
conversion.  The  issuance  of the LG Note  was  exempt  from  the  registration
requirements of the Securities Act pursuant to the exemption for transactions by
an issuer not  involved  in any public  offering  under  Section  4(a)(2) of the
Securities Act and Rule 506 of Regulation D.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

                                       36

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

The  disclosures  set forth in Part II, Item 2 of this Quarterly  Report on Form
10-Q are incorporated herein by reference.

ITEM 6. EXHIBITS

3.1(a)   Articles  of   Incorporation   (incorporated   by   reference   to  our
         Registration Statement on Form S-1 filed on October 29, 2009).

3.1(b)   Certificate of Amendment to the Articles of Incorporation (incorporated
         by reference to our Current Report on Form 8-K filed on May 15, 2012).

3.2      Bylaws (incorporated by reference to our Registration Statement on Form
         S-1 filed on October 29, 2009).

4.1      Amending  Agreement  to Senior  Convertible  Note dated August 20, 2014
         (incorporated  by reference to our Current  Report on Form 8-K filed on
         August 26, 2014).

4.2      Convertible  Promissory  Note,  dated August 20, 2014,  issued to Magna
         Equities II, LLC in the principal  amount of $51,500  (incorporated  by
         reference to our Current Report on Form 8-K filed on August 26, 2014).

4.3      Convertible  Promissory  Note,  dated August 29, 2014,  issued to Magna
         Equities II, LLC in the principal  amount of $9,250.  (incorporated  by
         reference  to our  Quarterly  Report on Form 10-Q filed on December 23,
         2014).

4.4      Senior  Convertible  Note,  dated  September  8,  2014,  issued  to KBM
         Worldwide,  Inc. in the principal  amount of $58,000.  (incorporated by
         reference  to our  Quarterly  Report on Form 10-Q filed on December 23,
         2014).

4.5      Restated  Convertible  Note,  dated  September  9,  2014,  issued to LG
         Capital Funding, LLC in the principal amount of $30,000.  (incorporated
         by reference to our Quarterly Report on Form 10-Q filed on December 23,
         2014).

4.6      Senior Convertible Note, dated September 10, 2014, issued to LG Capital
         Funding,  LLC in the  principal  amount of  $34,650.  (incorporated  by
         reference  to our  Quarterly  Report on Form 10-Q filed on December 23,
         2014).

10.1     Common Stock  Purchase  Agreement  Notice of  Termination  Letter dated
         August 20, 2014  (incorporated  by reference  to our Current  Report on
         Form 8-K filed on August 26, 2014).

10.2     Securities  Purchase  Agreement,  dated as of August 20,  2014,  by and
         between  Magna  Equities II, LLC and Tungsten  Corp.  (incorporated  by
         reference to our Current Report on Form 8-K filed on August 26, 2014).

10.3     Option  Termination and Mining Claim Transfer  Agreement,  dated August
         19, 2014,  between  Tungsten  Corp. and Viscount  Nevada  Holdings Ltd.
         (incorporated  by reference to our Quarterly  Report on Form 10-Q filed
         on September 16, 2014).

10.4     Securities  Purchase  Agreement,  dated as of August 29,  2014,  by and
         between  Magna  Equities II, LLC and Tungsten  Corp.  (incorporated  by
         reference  to our  Quarterly  Report on Form 10-Q filed on December 23,
         2014).

10.5     Note  Purchase  Agreement,  dated as of September 8, 2014,  between KBM
         Worldwide,  Inc. and Tungsten Corp.  (incorporated  by reference to our
         Quarterly Report on Form 10-Q filed on December 23, 2014).

10.6     Note  Purchase  Agreement,  dated as of September  9, 2014,  between LG
         Capital Funding,  LLC and Tungsten Corp.  (incorporated by reference to
         our Quarterly Report on Form 10-Q filed on December 23, 2014).

10.7     Note Purchase  Agreement,  dated as of September  10, 2014,  between LG
         Capital Funding,  LLC and Tungsten Corp.  (incorporated by reference to
         our Quarterly Report on Form 10-Q filed on December 23, 2014).

31*      Certification of Principal Executive and Financial Officer, pursuant to
         Rule 13a-14 and 15d-14 of the Securities Exchange Act of 1934

32*      Certification of Principal Executive and Financial Officer, pursuant to
         18 U.S.C.  Section  1350,  as adopted  pursuant  to Section  906 of the
         Sarbanes-Oxley Act of 2002

101*     Interactive Data File

----------
* Filed herewith.

                                       37

                                   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, thereunto duly authorized.

                            TUNGSTEN CORP.,
                            a Nevada corporation


Date: December 24, 2014     By: /s/ Guy Martin
                                ------------------------------------------------
                                Guy Martin
                                President, Chief Executive Officer and Treasurer
                                (Principal Executive Officer,
                                Principal Financial Officer, and
                                Principal Accounting Officer)

                                       38

                                                                      EXHIBIT 31

                    CERTIFICATION OF PRINCIPAL EXECUTIVE AND
                 FINANCIAL OFFICER, PURSUANT TO RULE 13A-14 AND
                  15D-14 OF THE SECURITIES EXCHANGE ACT OF 1934

I, Guy Martin, certify that:

1.   I have reviewed this quarterly report on Form 10-Q/A of TUNGSTEN CORP.;

2.   Based on my knowledge, this report does not contain any untrue statement of
     a material  fact or omit to state a  material  fact  necessary  to make the
     statements made, in light of the circumstances  under which such statements
     were made,  not  misleading  with  respect  to the  period  covered by this
     report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in  this  report,  fairly  present  in all  material
     respects the financial  condition,  results of operations and cash flows of
     the registrant as of, and for, the periods presented in this report;

4.   The  registrant's  other  certifying  officer(s) and I are  responsible for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules  13a-15(e) and 15d-15(e))  and internal  control over
     financial  reporting  (as  defined  in  Exchange  Act Rules  13a-15(f)  and
     15d-15(f)) for the registrant and have:

     (a)  Designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure   controls  and   procedures  to  be  designed   under  our
          supervision,  to ensure  that  material  information  relating  to the
          registrant,  including its consolidated subsidiaries, is made known to
          us by others within those entities,  particularly during the period in
          which this report is being prepared;
     (b)  Designed such internal  control over  financial  reporting,  or caused
          such internal  control over  financial  reporting to be designed under
          our  supervision,   to  provide  reasonable  assurance  regarding  the
          reliability  of financial  reporting and the  preparation of financial
          statements for external purposes in accordance with generally accepted
          accounting principles;
     (c)  Evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures and presented in this report our conclusions  about the
          effectiveness of the disclosure controls and procedures, as of the end
          of the period covered by this report based on such evaluation; and
     (d)  Disclosed  in this  report  any  change in the  registrant's  internal
          control over financial reporting that occurred during the registrant's
          most recent fiscal quarter (the registrant's  fourth fiscal quarter in
          the case of an annual  report)  that has  materially  affected,  or is
          reasonably  likely to materially  affect,  the  registrant's  internal
          control over financial reporting; and

5.   The registrant's other certifying officer(s) and I have disclosed, based on
     our most recent  evaluation of internal control over financial  reporting ,
     to the  registrant's  auditors and the audit committee of the  registrant's
     board of directors (or persons performing the equivalent functions):

     (a)  All significant  deficiencies and material weaknesses in the design or
          operation  of internal  control  over  financial  reporting  which are
          reasonably  likely to  adversely  affect the  registrant's  ability to
          record, process, summarize and report financial information; and
     (b)  Any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant`s  internal
          control over financial reporting.

Date: December 24, 2014


/s/ Guy Martin
------------------------------------------------
Guy Martin
President, Chief Executive Officer and Treasurer
(Principal Executive Officer, Principal
Financial Officer, and Principal Accounting
Officer)

                                                                      EXHIBIT 32

           CERTIFICATION OF PRINCIPAL EXECUTIVE AND FINANCIAL OFFICER
           PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly  Report of TUNGSTEN CORP. a Nevada  corporation
(the  "Company") on Form 10-Q/A for the period ending October 31, 2014, as filed
with the Securities and Exchange  Commission on the date hereof (the  "Report"),
Guy Martin,  Principal  Executive Officer and Principal Financial Officer of the
Company, certifies to the best of his knowledge, pursuant to 18 U.S.C. ss. 1350,
as adopted pursuant to ss. 906 of the Sarbanes-Oxley Act of 2002, that:

     (1)  The Report fully  complies with the  requirements  of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The  information  contained  in the  Report  fairly  presents,  in all
          material respects, the financial condition and result of operations of
          the Company.

A signed  original of this  written  statement  required by Section 906 has been
provided to TUNGSTEN CORP., and will be retained by TUNGSTEN CORP. and furnished
to the Securities and Exchange Commission or its staff upon request.


/s/ Guy Martin
------------------------------------------------
Guy Martin
President, Chief Executive Officer and Treasurer
(Principal Executive Officer, Principal
Financial Officer, and Principal Accounting
Officer)
December 24, 2014