10-K 1 stealthform10kmay312012final.htm ANNUAL REPORT MAY 31, 2012 Form 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

____________________________


FORM 10-K

____________________________


 X  ANNUAL REPORT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.


For the fiscal year ended May 31, 2012


OR

    TRANSITION REPORT PURSUANT TO 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.

(formerly known as Stealth Resources Inc.)

(Exact name of small business issuer 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

(Issuer’s telephone number)


Securities registered pursuant to section 12(b) of the Act:

None.

Securities registered pursuant to section 12(g) of the Act:

Common Stock, Par Value $0.001 per share

(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. ¨ Yes    x No



i


Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act: ¨ Yes    x No

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 if disclosure of delinquent filers pursuant to Item 405 of Regulations S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ¨

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

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed fiscal year end. $4,185,000.

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 August 1, 2012.


Documents incorporated by reference: None.





ii


Table of Contents


Item

Page


Item 1.

Business

1

Item 1A.

Risk Factors

2

Item 1B.

Unresolved Staff Comments

2

Item 2.

Properties

2

Item 3.

Legal Proceedings

2

Item 4.

Mine Safety Disclosure

2

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Securities

2

Item 6.

Selected Financial Data

3

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of

Operation

3

Item 7A.

Quantitative and Qualitative Disclosures About Market Risk

5

Item 8.

Financial Statements and Supplementary Data

5

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure

6

Item 9A(t).

Controls and Procedures

6

Item 9B.

Other Information

7

Item 10.

Directors, Executive Officers and Corporate Governance

7

Item 11.

Executive Compensation

8

Item 12.

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

9

Item 13.

Certain Relationships and Related Transactions and Director Independence

9

Item 14.

Principal Accountant Fees and Services

10

Item 15.

Exhibits and Financial Statement Schedules

10

SIGNATURES

12









PART I


Item 1.

Business


DESCRIPTION OF BUSINESS


Business Development


We were previously an exploration stage company engaged in the acquisition and exploration of mineral properties with a view to exploiting any mineral deposits we discovered.  During the fiscal year ended May 31, 2010, we 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 purchased this claim from 1330275 Ontario Ltd.


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.  Although we retained the mineral rights to the Monkey claim until May 2012, 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.  


Our sole director has initiated activities that, in his opinion, could increase stockholder value more than the development of the mineral assets. Our sole director is considering either (i) acquiring a new business or (ii) acquiring assets from another company and starting a new business.  These activities to enhance stockholder value by operating a new business increased when the mineral rights expired and we lost all of our assets and our operations.  We have not, to date, identified a new business or asset to acquire.


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 and will have an effective date of August 9, 2012.


Employees


We have no employees as of the date of this filing other than our directors.


Research and Development Expenditures


We have not incurred any research or development expenditures since our incorporation.


Subsidiaries


We do not have any subsidiaries.


Patents and Trademarks


We do not own, either legally or beneficially, any patents or trademarks.


Dependence on Major Customers


We have no customers.




1


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 1B.

Unresolved Staff Comments


None.


Item 2.

Properties


We do not currently own or lease any property.


Item 3.

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 4.

Mine Safety Disclosures


Not applicable.


PART II


Item 5.

Market for Registrant’s Common Equity, Related Shareholder Matters and Issuer Purchases of Equity Securities


Market Information


Our shares of common stock are quoted for trading on the OTC Bulletin Board under the symbol SERS. The following table shows the high and low prices of our common shares on the NASD OTC Bulletin Board. The following quotations reflect inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual transactions:


OTC Bulletin Board (Symbol “SERS”)

Period

High

(US $)

Low

(US $)

Three months ended August 31, 2010

(1)

 (1)

Three months ended November 30, 2010

(1)

 (1)

Three months ended February 29, 2011

0.09

 0.09

Three months ended May 31, 2011

0.75

 0.52

Three months ended August 31, 2011

0.93

 0.71

Three months ended November 30, 2011

(1)

 (1)

Three months ended February 29, 2012

(1)

 (1)

Three months ended May 31, 2012

(1)

 (1)

(1)

No trades.


Holders


As of July 26, 2012, there were 31 holders of our common stock.




2


Dividends


We have not paid dividends on our common stock, and do not anticipate paying dividends on our common stock in the foreseeable future.


Securities authorized for issuance under equity compensation plans


We have no compensation plans under which our equity securities are authorized for issuance.


Performance graph


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.


Recent sales of unregistered securities


None.


Issuer Repurchases of Equity Securities


None.


Item 6.

Selected Financial Data.


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 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.


Forward-looking statements


This report contains "forward-looking statements" relating to us 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 report 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 audited financial statements for the period ended May 31, 2012.


Plan of Operation


As at May 31, 2012, we had a cash balance of $459, compared to $Nil as at May 31, 2011.  Our plan of operation for the twelve months is to locate a new asset to acquire or to acquire assets from another company and start a new business.  




3


We anticipate spending approximately $15,000 on administrative expenses, including fees payable in connection with the filing of our annual and quarterly reports and complying with reporting obligations.


We do not have sufficient funds to cover the anticipated administrative expenses or to carry out due diligence in acquiring a new business or asset so we will require additional funding.  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 carry out due diligence and acquire a new business or asset.  Any business opportunity would require our management to perform diligence on possible acquisitions.


Our current cash on hand will not be sufficient to acquire any new business or asset and additional funds will be required to close any possible acquisition.  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 pursue a new business or asset.  For these reasons, our auditors believe that there is substantial doubt that we will be able to continue as a going concern.


Results of Operations


We had no operating revenues during the fiscal year ended May 31, 2012 or for the year ended May 31, 2011.  Since our inception on January 10, 2007 through May 31, 2012, we earned no revenues and have incurred operating expenses in the amount of $158,016 for the same period.  Our activities have been financed from the proceeds of share subscriptions and director loans.


For the fiscal year ended May 31, 2012, general and administrative expenses were $24,747, compared to $8,321 for the year ended May 31, 2011 and legal and accounting expenses were $13,500, compared to $13,650 for the year ended May 31, 2011.  For the period from inception on January 10, 2007 through May 31, 2012, general and administrative expenses were $77,895 and legal and accounting expenses were $66,609.  For the fiscal year ended May 31, 2012, we incurred an impairment loss of $Nil on our mineral property, compared to $13,512 for the year ended May 31, 2011.


During our fiscal year ended May 31, 2011, we incurred a net loss of $(38,247), which resulted in an accumulated deficit of $(158,016).


Our financial statements are prepared in accordance with U.S. generally accepted accounting principles.  We have expensed all development costs related to our establishment.


Liquidity and Capital Resources


We had cash of $459 as of May 31, 2011, compared to a cash position of $Nil at May 31, 2011.  Since inception through to and including May 31, 2012, 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 a related party of $124,598.


We expect to run at a loss for the foreseeable future. We have no agreements for additional financing and cannot provide any assurance that additional funding will be available to finance our operations on



4


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.


Off-balance sheet arrangements


We have no off-balance sheet arrangements including arrangements that would affect our liquidity, capital resources, market risk support and credit risk support or other benefits.


Item 7A.

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 8.

Financial Statements and Supplementary Data.





5










US Tungsten Corp.

(formerly Stealth Resources Inc.)

(An Exploration Stage Company)

Financial Statements

(Expressed in U.S. Dollars)

May 31, 2012




F-1




[stealthform10kmay312012fi001.jpg]



F-2




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Balance Sheets

(Expressed in U.S. Dollars)

(Audited)

 

May 31,

2012

 

May 31,

2011

ASSETS

 

 

 

 

 

 

 

Current assets

 

 

 

Cash and cash equivalents

$                     459

 

$                     -

 

 

 

 

Total current assets

459

 

-

 

 

 

 

Total assets

$                   459

 

$                     -

 

 

 

 

 

 

 

 

LIABILITIES & STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

 

Current liabilities

 

 

 

Bank overdraft

$                     -

 

$                  13

Accounts payable and accrued liabilities (Note 5)

5,877

 

5,241

Due to related party (Note 8)

124,598

 

86,515

 

 

 

 

Total current liabilities

130,475

 

91,769

 

 

 

 

Total liabilities

130,475

 

91,769

 

 

 

 

Stockholders’ deficit

 

 

 

Common stock $0.001 par value; authorized 2,250,000,000

 

 

 

  shares; issued and outstanding: 198,750,000 and 198,750,000, respectively.

198,750

 

198,750

Additional paid-in capital

-

 

-

Deficit accumulated during the exploration stage

 (328,766)

 

 (290,519)

 

 

 

 

Total stockholders’ deficit

(130,016)

 

(91,769)

 

 

 

 

Total liabilities and stockholders’ deficit

$                   459

 

$                     -

 

 

 

 






The accompanying notes are an integral part of the financial statements

 



F-3




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Statements of Operations

(Expressed in U.S. Dollars)

(Audited)


 

Year ended

May 31, 2012

Year ended May 31, 2011

From Inception (January 10, 2007) through May 31, 2012

 

 

 

 

Revenue

$                   --

$                 --

$                 --


 

 

 

 

 

 

 

Expenses

 

 

 

Impairment loss on mineral claim

-

13,512

13,512

Legal and accounting

13,500

13,650

66,609

General and administrative

24,747

8,321

77,895

Total expenses

38,247

35,483

158,016

 

 

 

 

Operating loss

(38,247)

(35,483)

(158,016)

 

 

 

 

 

 

 

 

Net loss

$           (38,247)

$           (35,483)

$        (158,016)

 

 

 

 

Basic loss per common share

$               (0.00)

$               (0.00)

 

 

 

 

 

Weighted average number of common shares outstanding - basic


198,750,000


198,750,000

 





The accompanying notes are an integral part of the financial statements



F-4




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Statement of Stockholders’ Equity/ (Deficit)

From Inception (January 10, 2007) through May 31, 2012

(Expressed in U.S. Dollars)

(Audited)



 

 

Number of shares issued

 

Common Stock

 

Additional paid in capital

 

Deficit accumulated during the exploration stage

 

Total stockholders’ equity/(deficit)

 

 

 

 

 

 

 

 

 

 

 

Balance at  January 10, 2007

 

--

 

$          --

 

$           --

 

$             --

 

$            --

 

 

 

 

 

 

 

 

 

 

 

Common  stock for cash ($.001 per share)

 

135,000,000

 

135,000

 

--

 

(130,500)

 

4,500

 

 

 

 

 

 

 

 

 

 

 

Common  stock for cash ($.004 per share)

 

37,500,000

 

37,500

 

-

 

(32,500)

 

5,000

 

 

 

 

 

 

 

 

 

 

 

Common  stock for cash ($.02 per share)

 

26,250,000

 

26,250

 

-

 

(8,750)

 

17,500

 

 

 

 

 

 

 

 

 

 

 

Contributed capital

 

--

 

--

 

-

 

1,000

 

1,000

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

--

 

--

 

--

 

(3,542)

 

(3,542)

 

 

 

 

 

 

 

 

 

 

 

Balance at  May 31, 2007

 

198,750,000

 

      198,750

 

    -

 

   (174,292)

 

      24,458

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

--

 

--

 

--

 

(13,324)

 

(13,324)

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2008

 

198,750,000

 

      198,750

 

    -

 

     (187,616)

 

       11,134

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

--

 

--

 

--

 

(40,446)

 

(40,446)

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2009

 

198,750,000

 

      198,750

 

    -

 

     (228062)

 

       (29,312)

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

--

 

--

 

--

 

(26,974)

 

(26,974)

 

 

 

 

 

 

 

 

 

 

 

Balance at  May 31, 2010

 

198,750,000

 

      198,750

 

-

 

$     (255,036)

 

$       (56,286)

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

--

 

--

 

--

 

(35,483)

 

(35,483)

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2011

 

198,750,000

 

198,750

 

-

 

$     (290,519)

 

$       (91,769)

 

 

 

 

 

 

 

 

 

 

 

Net loss

 

--

 

--

 

--

 

(38,247)

 

(38,247)

 

 

 

 

 

 

 

 

 

 

 

Balance at May 31, 2012

 

198,750,000

 

$     198,750

 

$   -

 

$     (328,766)

 

$      (130,016)


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





F-5




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Statement of Cash Flows

(Expressed in U.S. Dollars)

(Audited)



 

Year ended May 31, 2012

Year ended May 31, 2011

 From Inception (January 10, 2007) through May 31, 2012

 

 

 

 

Cash flows from operating activities:

 

 

 

Net loss

$      (38,247)

$      (35,483)

$        (158,016)

 

 

 

 

Changes in operating assets and liabilities:

 

 

 

Increase in accrued liabilities

636

1,975

5,877

   Mineral property expenditures written down

-

13,512

13,512

 

 

 

 

   Net cash used in operating activities

(37,611)

(19,996)

(138,627)

 

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

Purchase of mineral claims

-

(1,247)

(13,512)

 

 

 

 

    Net cash used in investing activities

-

(1,247)

(13,512)

 

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

Bank overdraft

(13)

13

-

Proceeds from sale of common stock

-

-

27,000

Contributed capital by related party

-

-

1,000

Due to related party

38,083

20,950

124,598

 

 

 

 

   Net cash used in financing activities

38,070

20,963

152,598

 

 

 

 

 

 

 

 

(Decrease) increase in cash and cash equivalents

459

(280)

459

 

 

 

 

 

 

 

 

Cash and cash equivalents, beginning of year

-

280

-

 

 

 

 

 

 

 

 

Cash and cash equivalents, end of year

$                  459

$                      -

$                     459

 

 

 

 

 

 

 

 

 

 

 

 



The accompanying notes are an integral part of the financial statements





F-6




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31 2012



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 acquired a mineral property located in the Province of British Columbia, Canada and has not yet determined whether this property contains reserves that are economically recoverable.  The recoverability of property expenditures will be dependent upon the discovery of economically recoverable reserves, confirmation of the Company’s interest in the underlying property, the ability of the Company to obtain necessary financing to satisfy the expenditure requirements under the property agreement and upon future profitable production or proceeds for the sale thereof.


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 ($158,016) as of May 31, 2012 and ($119,769) as of May 31, 2011 and has working capital deficit of $130,016 and $91,769 as at May 31, 2012 and May 31, 2011 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 May 31, 2012, 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.


On July 19, 2012, the Company approved a name change to US Tungsten Corp. to better reflect its business direction.



F-7




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31, 2012



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.


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.


Financial instruments


The carrying value of cash and accrued liabilities approximates their fair value because of the short maturity of these instruments.  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.




F-8




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31, 2012



Note 2:

Significant Accounting Policies – (continued)


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.


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. 




F-9




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31, 2012



Note 2:

Significant Accounting Policies – (continued)


Stock-based compensation (cont’d)


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 December 31, 2011 and 2010. 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.


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.



F-10




US Tungsten Corp.

(fka Stealth Resources Inc.)

 (An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31, 2012



Note 2:

Significant Accounting Policies – (continued)


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.


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.


Note 3:

Recent accounting pronouncements


The Company has evaluated the recent accounting pronouncements through ASU 2012-06 and believes that none of them will have a material effect on the company’s financial statements.





F-11




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31, 2012



Note 4:

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.


Note 5:

Accounts Payable and Accrued Liabilities


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


Note 6:

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 May 31, 2012, there were no outstanding stock options or warrants.



F-12




US Tungsten Corp.

(fka Stealth Resources Inc.)

 (An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31, 2012



Note 7:

Income Taxes


The Company has losses carried forward for income tax purposes for May 31, 2012 and 2011. There are no current or deferred tax expenses for the period ended May 31, 2012 or 2011 due to the Company’s loss position. The Company has fully reserved for any benefits of these losses. The deferred tax consequences of temporary differences in reporting items for financial statement and income tax purposes are recognized, as appropriate. Realization of the future tax benefits related to the deferred tax assets is dependent on many factors, including the Company’s ability to generate taxable income within the net operating loss carryforward period.


Management has considered these factors in reaching its conclusion as to the valuation allowance for financial reporting purposes.


The provision for refundable federal income tax consists of the following:


 

2012

2011

 

 

 

Deferred tax asset attributable to: 

 

 

Current operations 

$   (55,306)

$   (41,919)

Less: Change in valuation allowance 

55,306

41,919

 

 

 

Net refundable amount 

$             ---

$              ---


The composition of the Company’s deferred tax assets as at May 31, 2012 and 2011 is as follows:


 

2012

2011

 

 

 

Net operating loss carry forward 

$  (158,016)

$  (119,769)

Statutory federal income tax rate 

35%

35%

Effective income tax rate 

0%

0%

Deferred tax asset 

(55,306)

(41,919)

Less: Valuation allowance 

55,306

41,919

 

 

 

Net deferred tax asset 

$              ---

$              ---





F-13




US Tungsten Corp.

(fka Stealth Resources Inc.)

(An Exploration Stage Company)

Notes to Audited Financial Statements

(Expressed in U.S. Dollars)

May 31, 2011



Note 8:

Related Party Transactions


As of May 31, 2012 and May 31, 2011, total advances from a director of the Company were $38,083 and $nil, 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.  


Note 9:

Subsequent Event


On July 19, 2012, the Company approved a forward split of its shares on a 1:30 basis, increasing its authorized capital from 75,000,000 at a par value of $0.001 to 2,250,000,000 at a par value of $0.001.  The Company also approved a name change to US Tungsten Corp. to better reflect the direction of the Company.  The name change and forward split were filed with the Nevada Secretary of State with an effective date of August 9, 2012.





F-14




Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.


There have been no changes in and disagreements with our accountants on accounting and financial disclosure from the inception of our company through to the date of this Report.


Item 9A(t).

Controls and Procedures.


(a)  

Evaluation of disclosure controls and procedures


Based upon an evaluation of the effectiveness of our disclosure controls and procedures performed by our management, with participation of our Chief Executive Officer, Chief Operating Officer, and our Chief Accounting Officer as of the end of the period covered by this report, our Chief Executive Officer, Chief Operating Officer, and our Chief Accounting Officer concluded that our disclosure controls and procedures have been effective in ensuring that material information relating to us, is made known to the certifying officers by others within our company during the period covered by this report.

 

As used herein, “disclosure controls and procedures” mean controls and other procedures of our company that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s rules and forms.  Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act is accumulated and communicated to our management, including our principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.


(b)  

Management’s Report on Internal Control Over Financial Reporting


Management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rule 13a-15(f) under the Securities Exchange Act of 1934.  Under the supervision and with the participation of our Chief Executive Officer, our Chief Operating Officer and our Chief Accounting Officer, we conducted an evaluation of the effectiveness of our control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”).  Based on our evaluation under the framework, management has concluded that our internal control over financial reporting was effective as of May 31, 2012.


This annual report does not include an attestation report of our registered public accounting firm regarding internal control over financial reporting.  Management’s report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only management’s report in this annual report.


(c)  

Changes in Internal Control over Financial Reporting


There have not been any changes in our internal controls or in other factors that occurred during our last fiscal year ended May 31, 2012 that have materially affected or are reasonably likely to materially affect our internal control over financial reporting.



6





Item 9B.

Other Information.


None.


PART III


Item 10.

Directors, Executive Officers and Corporate Governance.


Our sole executive officer and director and his age and titles as of the date of this report are as follows:


Name  

Age

Position

Matthew Markin

46

President, Secretary, Treasurer and Chief Executive Officer


Our director is appointed for a one-year term to hold office until the next annual general meeting of our shareholders or until removed from office in accordance with our bylaws.  Our officers are appointed by our board of directors and hold office until removed by the board.


Biographical information


Mr. Matthew Markin has acted as our President, Secretary, Treasurer and Chief Executive Officer and as a director since April 12, 2011.  He holds degrees in science from Capilano College and the University of British Columbia. Since 1999, Mr. Markin has served as President of The Markin Group of Companies in Los Angeles, California, where he consults to large and small businesses in the areas of strategic planning, business development, capital formation, mergers and acquisitions, and related matters.


Mr. Markin intends to devote approximately 25% of his business time to our affairs.


Significant Employees and Consultants


We have no significant employees other than the officers and directors described above.


Conflicts of Interest


We do not have any written procedures in place to address conflicts of interest that may arise between our business and the future business activities of Mr. Markin.


Audit Committee Financial Expert


We do not have a financial expert serving on an audit committee as we do not have an audit committee because our sole director determined that as a start-up exploration company with no revenues it would be too expensive to have one.


Role and Responsibilities of the Board


The Board of Directors oversees the conduct and supervises the management of our business and affairs pursuant to the powers vested in it by and in accordance with the requirements of the



7




Revised Statutes of Nevada. The Board of Directors holds regular meetings to consider particular issues or conduct specific reviews whenever deemed appropriate.


Our Board of Directors considers good corporate governance to be important to our effective operations. Our directors are elected at the annual meeting of the stockholders and serve until their successors are elected or appointed.  Officers are appointed by the Board of Directors and serve at the discretion of the Board of Directors or until their earlier resignation or removal.


As we have only one director and executive officer, there are no arrangements or understandings pursuant to which a director or executive officer was selected to be a director or executive officer.


Code of Ethics


We have adopted a Code of Ethics within the meaning of Item 406(b) of Regulation S-K of the Securities Exchange Act of 1934. The Code of Ethics applies to directors and senior officers, such as the principal executive officer, principal financial officer, controller, and persons performing similar functions.


Item 11.

Executive Compensation.


Summary Compensation Table


The table below summarizes all compensation awarded to, earned by, or paid to our executive officers for all services rendered in all capacities to us for the period from our inception through the fiscal period ended May 31, 2010 and the fiscal year ended May 31, 2012.


Name and Principal Position

Year

Salary

($)

Bonus

($)

Stock Awards

($)

Option Awards

($)

Non-Equity Incentive Plan Compen-sation

($)

Change in Pension Value and Nonqualified Deferred Compensation

($)

All Other Compen-sation

($)

Total

($)

Matthew Markin, President, CEO, Secretary, Treasurer & Director

2012

2011

2010

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0


Option/SAR Grants


We made no grants of stock options or stock appreciation rights to Matthew Markin during the period from our inception on January 10, 2007 through the fiscal period ending May 31, 2012.


Compensation of Directors


Our directors do not receive salaries for serving as directors.




8




Employment contracts and termination of employment and change-in-control arrangements


There are no employment agreements between our company and Matthew Markin.  We do not pay Mr. Markin any amount for acting as director of the Company.


Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.


The following table sets forth certain information regarding the beneficial ownership of our common stock, as of the date of this registration statement, by (i) each person (including any group) who is known by us to beneficially own more than 5% of any class of the voting securities of our company; (ii) each of our directors, and (iii) officers and directors as a group.


Each common share entitles the holder thereof to one vote in respect of any matters that may properly come before our stockholders. To the best of our knowledge, there exist no arrangements that could cause a change in voting control of our company. Unless otherwise indicated, the persons named below have sole voting and investment power with respect to all shares beneficially owned by them, subject to community property laws where applicable.


Title of Class

Name and Address Of Owner

Relationship to Company

Number of Shares

Percent

Owned (1)

Common Stock

Matthew Markin

Director, 5% Shareholder, President, Secretary and Treasurer

135,000,000

67.92%

Common Stock

All directors and executive officers as a group (one individual)

 

135,000,000

67.92%

(1)

The percent ownership of class is based on 198,750,000 shares of common stock issued and outstanding as of the date of this report (after completion of forward split of shares on a 1:30 basis, to be effective August 9, 2012.


Under the rules of the Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a security if he or she, directly or indirectly, has or shares the power to vote or to direct the voting of such security, or the power to dispose of or to direct the disposition of such security.  Accordingly, more than one person may be deemed to be a beneficial owner of the same security. A person is also deemed to be a beneficial owner of any security, which that person has the right to acquire within 60 days, such as options or warrants to purchase our common stock.


Item 13.

Certain Relationships and Related Transactions, and Director Independence.


Transactions with related persons


Except as disclosed below, none of the following parties has, since our inception, had any material interest, direct or indirect, in any transaction with us or in any presently proposed transaction that has or will materially affect us:


?

any of our directors or executive officers;

?

any person proposed as a nominee for election as a director;

?

any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;



9




?

any child, stepchild, parent, stepparent, spouse, sibling, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or sister-in-law of any of the foregoing persons; or

?

any person sharing the household of any director, executive officer, nominee for director or 5% shareholder of our company.


Promoters and control persons


The promoter of our company is Matthew Markin.


There is nothing of value to be received by the promoter, either directly or indirectly, from us. Additionally, there have been no assets acquired nor are there any assets to be acquired from the promoter, either directly or indirectly, from us.


Item 14.

Principal Accountant Fees and Services.


The following table shows the fees billed by De Joya Griffith & Company LLC, Certified Public Accountants & Consultants, our current auditors, for the fiscal year ended May 31, 2012 and the May 31, 2011:


  

Fiscal year ended

May 31, 2012

Fiscal year ended

May 31, 2011

Audit Fees

$           13,500

$           13,650

Audit Related Fees

-

-

Tax Fees

-

-

All Other Fees

-

-


PART IV


Item 15.

Exhibits, Financial Statement Schedules.


(a)

Financial Statements


The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-11, and are included as part of this report:


Financial Statements for the fiscal year ended May 31, 2012 and 2011:

Report of Independent Registered Public Accounting Firm

Balance Sheets

Statements of Operations

Statement of Stockholders’ Equity (Deficit)

Statements of Cash Flows

Notes to Financial Statements


(b)

Exhibits


The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 10 of this report, and are incorporated herein by this reference.




10




(c)

Financial Statement Schedules


We are not filing any financial statement schedules as part of this report as such schedules are either not applicable or the required information is included in the financial statements or notes thereto.


INDEX TO EXHIBITS


Number

Exhibit Description


3.1

Articles of Incorporation (1)


3.2

Bylaws (1)


10.1

Mineral property agreement dated February 26, 2007 (1)


14.1

Code of Ethics (2)


31.1

Certificate of principal executive officer and principal financial officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002


32.1

Certificate of principal executive officer and principal 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 files formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Cash Flows, and (iv) the Notes to the Consolidated Financial Statements.

101.INS

XBRL Instance Document

101.SCH

XBRL Taxonomy Extension Schema Document

101.CAL

XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

XBRL Taxonomy Extension Label Linkbase Document

101.PRE

XBRL Taxonomy Extension Presentation Linkbase Document


(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 Form 10-K Annual Report for the year ended May 31, 2010 filed July 9, 2010 and incorporated herein by this reference.



11




SIGNATURES



Pursuant to the requirements of Section 13 or 15(d) 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.



US TUNGSTEN CORP.


/s/ Matthew Markin

Matthew Markin

President, Chief Executive Officer and Director



August 1, 2012





Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.


/s/ Matthew Markin

Matthew Markin

President, Chief Executive Officer, Secretary, Treasurer, and Director



August 1, 2012




12