UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 10-Q

____________________________

x

QUARTERLY REPORT PURSUANT SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended February 28, 2013

¨

TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _______________ to _______________

Commission File # 333-151702

US TUNGSTEN CORP.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

77-0721432

(IRS Employer Identification Number)

871 Coronado Centre Drive, Suite 200, Henderson, NV  89052

(Address of principal executive offices)

(702) 940-2323

(Registrant’s telephone number)

Indicate by check mark whether the registrant(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 day.

x  Yes    ¨ 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 (§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).   x  Yes    ¨ 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.

Large accelerated filer

¨

Accelerated filer

¨

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

x Yes    ¨ No

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. The issuer had 198,750,000 shares of common stock issued and outstanding as of April 17, 2013.

TABLE OF CONTENTS

PAGE

PART I.     FINANCIAL INFORMATION

Item 1.

Financial Statements (unaudited)

1

Balance Sheets

2

Statements of Operations

3

Statements of Shareholders’ Equity (Deficit)

4

Statements of Cash Flows

6

Notes to Financial Statements (unaudited)

7

Item 2.

Management’s Discussion and Analysis

16

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

19

Item 4.

Controls and Procedures

19

PART II.     OTHER INFORMATION

Item 1.

Legal Proceedings

19

Item 1A.

Risk Factors

19

Item 2.

Unregistered Sale of Equity Securities and Use of Proceeds

19

Item 3.

Defaults upon Senior Securities

19

Item 4.

Mine Safety Disclosure

20

Item 5.

Other Information

20

Item 6.

Exhibits

20

Signatures

21

PART I – FINANCIAL INFORMATION

ITEM 1.

FINANCIAL STATEMENTS

US Tungsten Corp.

(formerly Stealth Resources Inc.)

(An Exploration Stage Company)

Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

1

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Balance Sheets

(Expressed in U.S. Dollars)

(unaudited)

The accompanying notes are an integral part of the financial statements.

2

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Statements of Operations

(Expressed in U.S. Dollars)

(unaudited)

The accompanying notes are an integral part of the financial statements.

3

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Statement of Stockholders’ Equity/ (Deficit)

From Inception (January 10, 2007) through February 28, 2013

(Expressed in U.S. Dollars)

(unaudited)

4

On July 19, 2012, the directors and majority shareholder approved a resolution to forward split the shares on a 1:30 basis, to be effective August 9, 2012.  The number of shares has been retroactively restated to reflect the forward split.

The accompanying notes are an integral part of the financial statements.

5

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Statements of Cash Flows

(Expressed in U.S. Dollars)

(unaudited)

The accompanying notes are an integral part of the financial statements.

6

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 1:

Business and History

The Company was incorporated in the State of Nevada on January 10, 2007.  The Company is an Exploration Stage Company as defined by Guide 7 of the Securities Exchange Commission’s Industry Guide and FASB ASC 915 “Development Stage Entities”.  The Company has begun investigating prospective tungsten opportunities.   On July 19, 2012, the Company approved a name change to US Tungsten Corp. to better reflect its business direction.

The Company is devoting all of its present efforts to securing and establishing new business and its planned principal operations have not commenced.  Accordingly, no revenue has been derived during the organization period. The Company has experienced recurring losses and has an accumulated deficit of ($734,104) as of February 28, 2013 and ($158,016) as of May 31, 2012 and has working capital surplus (deficit) of $41,126 and ($130,016) as at February 28, 2013 and May 31, 2012 respectively.

Management cannot provide assurance that the Company will ultimately achieve profitable operations or become cash flow positive, or raise additional debt and/or equity capital. Management intends to raise additional funding in the form of equity financing from the sale of common stock and/or obtain short-term loans from the directors of the Company. However, if the Company is unable to raise additional capital in the near future, due to the Company’s liquidity problems, management expects that the Company will need to curtail operations, liquidate assets, seek additional capital on less favorable terms and/or pursue other remedial measures.

At February 28, 2013, the Company was not engaged in a business and had suffered losses from exploration stage activities to date. Although management is currently attempting to implement its business plan, and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, the Company must rely on its president to perform essential functions with minimal compensation until a business operation can be commenced. These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the company cannot continue in existence.

Note 2:

Significant Accounting Policies

The following is a summary of significant accounting policies used in the preparation of these financial statements.

Basis of presentation

The financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises, and are expressed in U.S. dollars.  The Company’s fiscal year end is May 31.

Cash and cash equivalents

Cash and cash equivalents include highly liquid investments with original maturities of three months or less.

7

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 2:

Significant Accounting Policies – (continued)

Mineral property costs

The Company has been in the exploration stage since its formation on January 10, 2007 and has not yet realized any revenues from its planned operations.  It is primarily engaged in the acquisition and exploration of mining properties.  In accordance with FASB ASC 932 “Extractive Activities–Oil and Gas”, costs incurred to purchase or acquire a property (whether proved or unproved reserves) shall be capitalized when incurred. This includes acquisition costs associated with mineral claims. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves, currently no property has reached the production stage. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.

Although the Company has taken steps to verify title to mineral properties in which it has an interest, according to the usual industry standards for the stage of exploration of such properties, these procedures do not guarantee the Company’s title.  Such properties may be subject to prior agreements or transfers and title may be affected by undetected defects.

Environmental expenditures

The operations of the Company have been, and may in the future, be affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs.  Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable.  The Company’s policy is to meet or, if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures.

Impairment of Long-Lived Assets

The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360-10-35-17, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis will be performed using the rules of FASB ASC 930-360-35, Asset Impairment, and 360-10 through 15-5, Impairment or Disposal of Long-Lived Assets.

8

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 2:

Significant Accounting Policies – (continued)

Income taxes

Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with FASB ASC 740 “Income Taxes”, which requires the use of the asset/liability method of accounting for income taxes.  Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carry-forwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  The Company provides for deferred taxes for the estimated future tax effects attributable to temporary differences and carry-forwards when realization is more likely than not.

Stock-based compensation

The Company records stock based compensation in accordance with the guidance in ASC Topic 505 and 718 which requires the Company to recognize expenses related to the fair value of its employee stock option awards.  This eliminates accounting for share-based compensation transactions using the intrinsic value and requires instead that such transactions be accounted for using a fair-value-based method. The Company recognizes the cost of all share-based awards on a graded vesting basis over the vesting period of the award. 

The Company accounts for equity instruments issued in exchange for the receipt of goods or services from other than employees in accordance with FASB ASC 718-10 and the conclusions reached by the FASB ASC 505-50. Costs are measured at the estimated fair market value of the consideration received or the estimated fair value of the equity instruments issued, whichever is more reliably measurable. The value of equity instruments issued for consideration other than employee services is determined on the earliest of a performance commitment or completion of performance by the provider of goods or services as defined by FASB ASC 505-50.

Fair value of financial instruments

Fair value estimates discussed herein are based upon certain market assumptions and pertinent information available to management as of February 28, 2013 and May 31, 2012. The respective carrying value of certain on-balance-sheet financial instruments approximated their fair values. These financial instruments include cash, prepaid expenses and accounts payable. Fair values were assumed to approximate carrying values for cash and payables because they are short term in nature and their carrying amounts approximate fair values or they are payable on demand.

Level 1: The preferred inputs to valuation efforts are “quoted prices in active markets for identical assets or liabilities,” with the caveat that the reporting entity must have access to that market.  Information at this level is based on direct observations of transactions involving the same assets and liabilities, not assumptions, and thus offers superior reliability. However, relatively few items, especially physical assets, actually trade in active markets.

9

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 2:

Significant Accounting Policies – (continued)

Fair value of financial instruments - (continued)

Level 2: FASB acknowledged that active markets for identical assets and liabilities are relatively uncommon and, even when they do exist, they may be too thin to provide reliable information. To deal with this shortage of direct data, the board provided a second level of inputs that can be applied in three situations.

Level 3: If inputs from levels 1 and 2 are not available, FASB acknowledges that fair value measures of many assets and liabilities are less precise. The board describes Level 3 inputs as “unobservable,” and limits their use by saying they “shall be used to measure fair value to the extent that observable inputs are not available.” This category allows “for situations in which there is little, if any, market activity for the asset or liability at the measurement date”. Earlier in the standard, FASB explains that “observable inputs” are gathered from sources other than the reporting company and that they are expected to reflect assumptions made by market participants.

Basic and diluted net loss per share

The Company follows ASC Topic 260 to account for the earnings per share. Basic earnings per common share (“EPS”) calculations are determined by dividing net income by the weighted average number of shares of common stock outstanding during the year. Diluted earnings per common share calculations are determined by dividing net income by the weighted average number of common shares and dilutive common share equivalents outstanding. During periods when common stock equivalents, if any, are anti-dilutive they are not considered in the computation.

Use of estimates

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 of the financial statements, and the reported amounts of revenues and expenses during the reporting period.  Actual results could differ from these estimates.

Concentrations of credit risk

The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and accounts payable.  The Company places its cash and cash equivalents with financial institutions of high credit worthiness. At times, its cash and cash equivalents with a particular financial institution may exceed any applicable government insurance limits.  The Company’s operations are in Canada and virtually all of its assets and liabilities are giving rise to significant exposure to market risks from changes in foreign currency rates.  The Company’s financial risk is the risk that arises from fluctuations in foreign exchange rates and the degree of volatility of these rates.  Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

10

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 2:

Significant Accounting Policies – (continued)

Risks and uncertainties

The Company operates in the resource exploration industry that is subject to significant risks and uncertainties, including financial, operational, technological, and other risks associated with operating a resource exploration business, including the potential risk of business failure.

Website Development Costs

Costs incurred in developing and maintaining a website are charged to expense when incurred for the planning, content population, and administration or maintenance of the website. All development costs for the application, infrastructure, and graphics development are capitalized and subsequently reported at the lower of unamortized cost or net realizable value. Capitalized costs are amortized using the straight-line basis over a five year estimated economic life of the product.

Note 3:

Recent accounting pronouncements

The Company has evaluated the recent accounting pronouncements through ASU 2013-03 and believes that none of them will have a material effect on the company’s financial statements.

Note 4:

Website

The Company’s website development cost consist of the following:

Depreciation of $111 and $nil is included in general and administrative expenses in the statement of operations for the periods ended February 28, 2013 and May 31, 2012, respectively.  

11

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 5:

Mineral Claim

Pursuant to a mineral property purchase agreement dated February 26, 2007, the Company acquired a 100% undivided right, title and interest in a mineral claim, located in the Alberni Mining Division of British Columbia, Canada for a cash payment of $5,129 and delivery of a geological report.  The Company has paid an additional $6,098 for a geological report and $2,285 in Mineral right renewal fees.  Mineral property acquisition costs are capitalized when incurred. When a property reaches the production stage, the related capitalized costs will be amortized, using the units of production method on the basis of periodic estimates of ore reserves, currently no property has reached the production stage. When the Company has capitalized mineral properties, these properties will be periodically assessed for impairment of value and any diminution in value.  During the year ended May 31, 2011, the Company evaluated the mineral claim and determined that the asset have been impaired  because the Company could not project any future cash flows or salvage value and the asset were not recoverable.  Consequently, the Company has recorded an impairment loss for the full amount of $13,512 for the year ended May 31, 2011.

Pursuant to a mineral property assignment agreement dated August 21, 2012, the Company acquired an option to acquire a 100% interest in 3 mineral claims in Calvert, Montana, subject to a 2% Net Value Royalty.  Consideration for the property was as follows:

Cash payments totalling $1,000,000 payable as follows:

-

$5,000 upon the execution of an assignment agreement, (paid);

-

$5,000 on or before October 1, 2012, (paid);

-

$20,000 on or before August 21, 2013;

-

$25,000 on or before August 21, 2014;

-

$30,000 on or before August 21, 2015;

-

$35,000 on or before August 21, 2016;

-

$40,000 on or before August 21, 2017;

-

$45,000 on or before August 21, 2018;

-

$50,000 on or before August 21, 2019

-

$50,000 every year until $1,000,000 is paid.

The Company has the right to purchase up to 1.8% of the Net Value Royalty for $1,500,000.

On October 9, 2012 the Company completed the registration and acquisition of 195 newly staked mineral claims located in Calvert, Montana.  The claims were registered on behalf of the Company with the U.S. Department of the Interior, Bureau of Land Management, at a cost of $12,285.  The claims span approximately 3,900 acres and are contiguous with the three claims that constitute the Company’s recently optioned Calvert Property.  The newly acquired claims will form part of the Calvert Property for the purposes of that Option Agreement and will be subject to a 2% net smelter royalty.

12

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 5:

Mineral Claim (continued)

On January 31, 2013 the Company entered into an agreement to stake additional claims in Montana.  The Company has advanced $25,000 to stake additional mineral claims located in Calvert, Montana.  An additional $17,500 will be paid upon completion of staking and registration.  The Company also has an obligation to issue 100,000 shares as part of the acquisition which has been valued at $42,000 and accrued as stock payable.

Note 6:

Accounts Payable and Accrued Liabilities

Accounts payable and accrued liabilities are non-interest bearing, unsecured and have settlement dates within one year.

Note 7:

Common Stock

On July 19, 2012, the directors and majority shareholder passed a resolution to forward split the Company’s shares on a 1:30 basis, to be effective August 9, 2012.  The number of shares has been retroactively restated to reflect the forward split.

a.

Authorized - The total authorized capital is 2,250,000,000 common shares with a par value of $0.001.

b.

Issued and outstanding - The total issued and outstanding capital stock is 198,750,000.  

On February 8, 2007, 135,000,000 common shares of the Company were subscribed for cash proceeds of $4,500.

On February 21, 2007, 37,500,000 common shares of the Company were subscribed for cash proceeds of $5,000.

On March 19, 2007, 26,250,000 common shares of the Company were subscribed for cash proceeds of $17,500.

As of March 19, 2007, the Company received a total of $27,000 for 198,750,000 shares of common stock.

At February 28, 2013, there were no outstanding stock options or warrants.

c.

Stock payable – The Company has accrued for various obligations to issue shares.

On January 31, 2013, the Company has an obligation to issue 100,000 shares in accordance with an agreement to stake additional claims in Montana.  This obligation to issue shares has been accrued at $42,000 and has been recorded as an exploration advance.

13

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 7:

Common Stock (continued)

c.

Stock payable (continued)

On January 15, 2013, the Company entered into an employment agreement which includes the issuance of 1,000,000 fully paid restricted common shares and the issuance of 25,000 fully paid restricted common shares after each quarter of association which shares are to be accrued and paid at calendar year end.  The Company has accrued a value of $410,000 for the signing bonus shares and has accrued a proportionate amount of association shares payable in the amount of $3,417 which have been recorded as stock based compensation.

On February 11, 2013, the Company entered into an agreement for consulting services which includes the issuance of 150,000 restricted common shares after the first three months.  The Company has accrued a proportionate amount of the shares payable under the contract to February 28, 2013 and has recorded $12,320 as consulting fees.

On February 21, 2013 the Company entered into a director’s association agreement which includes the issuance of 100,000 fully paid restricted common shares and issuance of 10,000 common shares after each quarter of association which shares are to be accrued and paid at calendar year end.  The Company has accrued a value of $73,000 for the signing shares and has accrued a proportionate amount of association shares payable in the amount of $382 which have been recorded as stock based compensation.

On February 8, 2013, the Company recorded the fair value of the beneficial conversion feature of funds received from the line of credit (see note 9), total beneficial conversion feature was recorded to additional paid - in capital in the amount of $160,000.

On February 19, 2013, the Company recorded the fair value of the beneficial conversion feature of funds received from the line of credit (see note 9), total beneficial conversion feature was recorded to additional paid - in capital in the amount of $100,000.

Note 8:

Related Party Transactions

As of February 28, 2013 and May 31, 2012, total advances from a director of the Company were $90,663 and $38,083, respectively and advances from a former director of the Company were $nil and $86,515, respectively.  The amounts are unsecured, non interest bearing and are due on demand.  

On January 15, 2013, the Company entered into an employment agreement with a director and senior officer.  Terms of employment include monthly payments of $2,500, payment of a signing bonus in the amount of $5,000 cash (paid) and the issuance of 1,000,000 fully paid restricted common shares, and the issuance of 25,000 fully paid restricted common shares after each quarter of association which shares are to be accrued and paid at calendar year end.  The Company has recognized a value of $410,000 for the signing bonus shares and has accrued a proportionate amount of association shares payable in the amount of $3,417.

14

US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to unaudited Financial Statements

(Expressed in U.S. Dollars)

February 28, 2013

Note 8:

Related Party Transactions (continued)

On February 21, 2013 the Company entered into a director’s association agreement with a new director.  Terms of the agreement include the issuance of 100,000 fully paid restricted common shares and issuance of 10,000 common shares after each quarter of association which shares are to be accrued and paid at calendar year end.  The Company has recognized a value of $73,000 for the signing shares and has accrued a proportionate amount of association shares payable in the amount of $382.

Note 9:

Line of Credit

On February 2, 2013, the Company entered into an agreement for a $1,000,000 line of credit which is convertible into shares of the Company with an unrelated third party in an arm’s length transaction.  The loan is convertible into shares at a price of $0.30 until February 2, 2014 and bears interest of 5% per year.   Upon conversion the Company will issue up to 2,000,000 share purchase warrants to purchase 2,000,000 restricted common shares at $0.80 per shares for a period of three years.  The Company and lender have agreed to convert the outstanding balance and interest into shares at the end of the calendar year.   

As at February 28, 2013, the Company has received $300,000.  The Company has determined the value associated with the conversion feature in connection with the convertible note payable.  The Company has determined the note, with a face value of $300,000, to have a beneficial conversion feature of $260,000.  The beneficial conversion feature has been accreted and is being amortized over the life of the note (which is calendar year end December 31 for each year when the advance is received; being the proposed date of conversion).  As at February 28, 2013, $13,495 had been amortized and expensed as interest.  The beneficial conversion feature is valued under the intrinsic value method.

Note 10:

Other

On February 11, 2013, the Company entered into an agreement for consulting services with an unrelated party in an arm’s length transaction.  The terms of the agreement is 12 months and requires the issuance of 150,000 restricted common shares after the first three months.  The Company has recognized a proportionate amount of the shares payable under the contract to February 28, 2013 and has accrued $12,320 as stock payable.

Note 11:

Subsequent event

On March 1, 2013, the Company entered into an employment agreement with a senior officer.  Terms of employment include monthly payments of $2,500, issuance of 100,000 fully paid common shares as a signing bonus, and the issuance of 100,000 fully paid restricted common shares after each quarter of association which shares are to be accrued and paid at calendar year end.  The Company also has agreed to pay a recruitment fee of 20,000 shares upon completion of a 90 day preliminary association period.

15

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-looking statements

This quarterly report on Form 10-Q contains "forward-looking statements" relating to our company which represent our current expectations or beliefs, including statements concerning our operations, performance, financial condition and growth.  For this purpose, any statement contained in this quarterly report on Form 10-Q that are not statements of historical fact are forward-looking statements.  Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements.  These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, our ability to continue our growth strategy and competition, certain of which are beyond our control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

The following discussion and analysis should be read in conjunction with the information set forth in our interim unaudited financial statements for the nine months ended February 28, 2013.

Overview

We are an exploration stage company engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discovered.  We previously owned a 100% interest in one mineral claim known as the Monkey claim, which was located approximately 40 kilometers west of Campbell River, British Columbia, Canada.  We had anticipated carrying out an exploration program on the property consisting of soil geochemical sampling and geologic mapping at an estimated cost of $34,020.   However, we were unable to obtain necessary financing to carry out such program and, due to a lack of funding and an evaluation of the project, we recorded an impairment provision of $13,512, representing the full amount expended to May 31, 2011.  

We entered into an Assignment Agreement dated August 21, 2012 with Mr. John M. Pulos whereby we acquired from Mr. Pulos an option to acquire an undivided 100% right, title and interest in and to certain mineral claims known as the Calvert Property, located in Calvert, Montana (the “Calvert Property”). The Assignment Agreement assigns to us an option to acquire the Calvert Property held by Mr. Pulos pursuant to a Letter of Intent (“LOI”) dated June 18, 2012 with Messrs Paul and Ted Antonioli (the “Optionors”).  We paid $5,000 to Mr. Pulos in consideration of the assignment.  

In order to exercise the option to acquire the Calvert Property, we must make aggregate payments of $1,000,000 to the Optionors as follows:

·

$5,000 on execution of the LOI (paid by Mr. Pulos)

·

$5,000 by October 1, 2012 (paid)

·

$15,000 by June 18, 2013

·

$20,000 by June 18, 2014

·

$25,000 by June 18, 2015

·

$30,000 by June 18, 2016

·

$35,000 by June 18, 2017

·

$40,000 by June 18, 2018

·

$45,000 by June 18, 2019

16

·

$50,000 by June 18, 2020

·

Not less than $50,000 per year thereafter until $1,000,000 is paid.  

The Calvert Property will be subject to 2% net smelter returns royalty payable to the Optionors provided that we may repurchase 1.8% of the royalty by paying to the Optionors $1,500,000 within nine months after the start of commercial production on the Calvert Property.  The Calvert Property consists of three unpatented mineral claims spanning 60 acres.

On July 19, 2012, the Board of Directors and majority shareholder approved a forward split of our shares on a 1:30 basis, increasing our authorized share capital from 75,000,000 shares of common stock at a par value of $0.001 to 2,250,000,000 shares of common stock at a par value of $0.001.  A change of name to US Tungsten Corp. was also approved, the purpose of which was to better reflect the direction of our company.  The name change and forward split were filed with the Nevada Secretary of State with an effective date of August 9, 2012.

Plan of Operation

As at February 28, 2013, we had a cash and cash equivalent balance of $218,069, compared to cash and cash equivalent of $459 as of May 31, 2012.  Our plan of operation for the twelve months is to explore and develop our Calvert Property located in Calvert, Montana.  

Over the next twelve months, we anticipate spending approximately $100,000 on administrative expenses, including fees payable in connection with the filing of our annual and quarterly reports and complying with reporting obligations, together with an additional $15,000 in property option payments.

We currently have sufficient funds to cover the anticipated administrative expenses and to cover the property option payments,  However, we will require additional funding in order to cover the total acquisition cost for the Calvert Property, to carry out any work on the Calvert Property or to acquire any additional properties, should we desire to do so.  We anticipate that additional funding will be in the form of equity financing from the sale of our common stock or from director loans. We do not have any arrangements in place for any future equity financing or loans.

If we are not successful in raising additional financing, we anticipate that we will not be able to acquire the Calvert Property or carry out any exploration work on the property.   

Our current cash on hand will not be sufficient to acquire the Calvert Property or carry out exploration work on the property so additional funds will be required in order to complete the acquisition and develop the Calvert Property.  As a reporting company we will need to maintain our periodic filings with the appropriate regulatory authorities and will incur legal and accounting costs.  If no other such opportunities are available and we cannot raise additional capital to sustain minimum operations, we may be forced to discontinue business.  We do not have any specific alternative business opportunities in mind and have not planned for any such contingency.

Based on the nature of our business, we anticipate incurring operating losses in the foreseeable future. We have not attained profitable operations and are dependent upon obtaining financing to purchase and develop the Calvert Property.  For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.

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Results of Operations

Nine months Ended February 28, 2013 Compared to the Nine months Ended February 28, 2012

We have had no operating revenues since our inception on January 10, 2007 through February 28, 2013, and have incurred operating expenses in the amount of $720,609 for the same period.  Our activities have been financed from the proceeds of share subscriptions and director loans.

During the three months ended February 28, 2013, we incurred a net loss of $(551,865), compared to a net loss of $(4,175) for the three months ended February 29, 2012. For the nine months ended February 28, 2013, we incurred a net loss of $(576,088), compared to a net loss of $(33,332) for the nine months ended February 29, 2012.  

Expenses

During the three months ended February 28, 2013 and February 29, 2012, our expenses consisted of legal and accounting fees of $6,831 and $2,000, general and administrative expenses of $37,129 and $2,175, management fees of $7,500 and $Nil, depreciation and amortization of $111 and $Nil, and stock based compensation of $486,799 and $Nil.  

During the nine months ended February 28, 2013 and February 29, 2012, our expenses consisted of legal and accounting fees of $21,768 and $11,500, general and administrative expenses of $46,415 and $21,832, management fees of $7,500 and $Nil, depreciation and amortization of $111 and $Nil, and stock based compensation of $486,799 and $Nil.  

Liquidity and Capital Resources

We had cash and cash equivalent of $218,069 as of February 28, 2013, compared to a cash and cash equivalent position of $459 at May 31, 2012.  Since inception through to and including February 28, 2013, we have raised $27,000 through private placements of our common shares and we have received contributed capital by related parties of $1,000 and advances from related parties of $231,178, of which $54,000 has been repaid, as well as proceeds from a line of credit of $300,000.

We expect to run at a loss for at least the next twelve months. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on acceptable terms in order to enable us to complete our plan of operations.  There are no assurances that we will be able to achieve further sales of our common stock or any other form of additional financing.  If we are unable to achieve the financing necessary to continue our plan of operations, then we will not be able to continue our exploration of our mineral claims and our venture will fail.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable exploration stage companies.

There can be no assurance that we will successfully address such risks, expenses and difficulties.

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ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of disclosure controls and procedures

Our management evaluated, with the participation of our Chief Executive Officer and our Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, as of the end of the period covered by this quarterly report on Form 10-Q.  Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures are not effective to ensure that information we are required to disclose in reports that we file or submit under the Securities Exchange Act of 1934 (i) is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms, and (ii) is accumulated and communicated to our management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.  Our disclosure controls and procedures are designed to provide reasonable assurance that such information is accumulated and communicated to our management.  Our disclosure controls and procedures include components of our internal control over financial reporting.  Management's assessment of the effectiveness of our internal control over financial reporting is expressed at the level of reasonable assurance that the control system, no matter how well designed and operated, can provide only reasonable, but not absolute, assurance that the control system's objectives will be met.

Changes in Internal Control over Financial Reporting

There have not been any changes in our internal controls or in other factors that occurred during the fiscal quarter ended February 28, 2013 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1.

LEGAL PROCEEDINGS

We are not currently a party to any legal proceedings. Our address for service of process in Nevada is 871 Coronado Centre Drive, Suite 200, Henderson, Nevada, 89052.

ITEM 1A.

RISK FACTORS

We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and are not required to provide the information required under this item.

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

We did not make any sales of equity securities during the quarter.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

We have no senior securities outstanding.

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ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

During the quarter ended February 28, 2013, there were no material changes to the procedures by which security holders may recommend nominees to our board of directors.

ITEM 6.

EXHIBITS 

EXHIBIT INDEX

(1)

Filed as an exhibit to our registration statement on Form S-1 filed June 17, 2008 and incorporated herein by this reference

(2)

Filed as an exhibit to our annual report on Form 10-K filed August 25, 2011 and incorporated herein by this reference.

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SIGNATURES

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

U.S. TUNGSTEN CORP.

/s/ Matthew Markin

Matthew Markin

President, Chief Executive Officer, Secretary, Treasurer,

Principal Accounting Officer, Principal Financial Officer and Director

Dated:   April 17, 2013

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