UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

March 27, 2014

US Tungsten Corp.

(Exact name of registrant as specified in its charter)

Nevada

333-151702

77-0721432

(State or other jurisdiction of incorporation)

(Commission File Number)

(IRS Employer Identification No.)

871 Coronado Centre Drive, Suite 200, Henderson, NV

89052

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code

(702) 940-2323

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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



Item 3.02

Unregistered Sales of Equity Securities

Effective March 27, 2014, we issued 195,421 shares of our common stock at a deemed price of $0.09 per share.  The shares were issued as payment for interest-in-kind to one non U.S. persons (at that term as defined in Regulation S of the Securities Act of 1933), relying on Regulation S and/or Section 4(2) of the Securities Act of 1933.



SIGNATURES


Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.



US TUNGSTEN CORP.

/s/ Barry Wattenberg

Barry Wattenberg

Chief Financial Officer and Director

Date:

March 27, 2014




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