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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
July 2, 2015
Date of Report (Date of earliest event reported)
Tungsten Corp.
(Exact Name of Registrant as Specified in Charter)
Nevada 000-54342 98-0583175
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1671 SW 105 Lane
David, FL 33324
(Address of Principal Executive Offices)
(954) 476-4638
(Registrant's telephone number, including area code)
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 (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Resignation of Independent Certifying Accountant
On July 2, 2015, Li and Company, PC ("Li") resigned as the independent
registered public accounting firm of Tungsten Corp., a Nevada corporation (the
"Company"). The resignation has been accepted by the board of directors of the
Company.
The report of Li regarding the Company's financial statements for the fiscal
year ended January 31, 2014 did not contain any adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope or
accounting principles, except that the audit report of Li on the Company's
financial statements for fiscal year ended January 31, 2014 contained an
explanatory paragraph which noted that there was substantial doubt about the
Company's ability to continue as a going concern.
During the period from October 30, 2012 (inception) through January 31, 2013 and
the fiscal year ended January 31, 2014 and , through the date of resignation,
(i) there were no disagreements with Li on any matter of accounting principles
or practices, financial statement disclosure or auditing scope or procedures,
which disagreements, if not resolved to the satisfaction of Li would have caused
it to make reference to such disagreement in its reports; and (ii) there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Li with a copy of the foregoing disclosures and
requested that Li furnish the Company with a letter addressed to the SEC stating
whether or not it agrees with the above statements. A copy of such letter is
filed as Exhibit 16.1 to this Current Report on Form 8-K.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
Exhibit No. Exhibit Description
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16.1 Letter of Li and Company, PC
2
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TUNGSTEN CORP.
a Nevada corporation
Dated: August 7, 2015 By: /s/ Guy Martin
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Guy Martin
President and Chief Executive Officer
