Exhibit 4.6

        THIS NOTE AND THE COMMON STOCK  ISSUABLE UPON  CONVERSION OF
        THIS NOTE HAVE NOT BEEN AND WILL NOT BE REGISTERED  WITH THE
        UNITED  STATES  SECURITIES  AND EXCHANGE  COMMISSION  OR THE
        SECURITIES  COMMISSION OF ANY STATE PURSUANT TO AN EXEMPTION
        FROM REGISTRATION PROVIDED UNDER THE SECURITIES ACT OF 1933,
        AS  AMENDED,  AND  THE  RULES  AND  REGULATIONS  PROMULGATED
        THEREUNDER (THE "1933 ACT")

                                                                   US $34,650.00

                                 TUNGSTEN CORP.
                         8% CONVERTIBLE REDEEMABLE NOTE
                             DUE SEPTEMBER 10, 2015

     FOR VALUE RECEIVED,  Tungsten Corp. (the "Company")  promises to pay to the
order of LG CAPITAL  FUNDING,  LLC and its  authorized  successors and permitted
assigns  ("Holder"),  the aggregate principal face amount of exactly Thirty Four
Thousand Six Hundred  Fifty  Dollars  (U.S.  $34,650.00)  on September  10, 2015
("Maturity  Date")  and to pay  interest  on the  principal  amount  outstanding
hereunder at the rate of 8% per annum  commencing  on September  10, 2014.  This
Note  contains a 5% original  issue  discount  such that the  purchase  price is
$33,000.00.  The interest  will be paid to the Holder in whose name this Note is
registered on the records of the Company regarding registration and transfers of
this Note.  The  principal  of, and  interest  on, this Note are payable at 1218
Union Street,  Suite #2, Brooklyn,  NY 11225,  initially,  and if changed,  last
appearing on the records of the Company as  designated  in writing by the Holder
hereof from time to time.  The Company  will pay each  interest  payment and the
outstanding  principal due upon this Note before or on the Maturity  Date,  less
any amounts  required by law to be deducted or  withheld,  to the Holder of this
Note by check or wire  transfer  addressed  to such  Holder at the last  address
appearing on the records of the Company.  The  forwarding  of such check or wire
transfer shall constitute a payment of outstanding principal hereunder and shall
satisfy and  discharge the liability for principal on this Note to the extent of
the sum represented by such check or wire transfer. Interest shall be payable in
Common Stock (as defined below) pursuant to paragraph 4(b) herein.

     This Note is subject to the following additional provisions:

     1. This Note is  exchangeable  for an equal aggregate  principal  amount of
Notes  of  different  authorized  denominations,  as  requested  by  the  Holder
<PAGE>
surrendering  the same. No service charge will be made for such  registration or
transfer or exchange, except that Holder shall pay any tax or other governmental
charges payable in connection therewith.

     2. The Company  shall be entitled to withhold from all payments any amounts
required to be withheld under applicable laws.

     3. This Note may be transferred  or exchanged  only in compliance  with the
Securities Act of 1933, as amended ("Act") and applicable state securities laws.
Any attempted transfer to a non-qualifying party shall be treated by the Company
as void. Prior to due presentment for transfer of this Note, the Company and any
agent of the  Company  may  treat  the  person  in whose  name this Note is duly
registered on the Company's  records as the owner hereof for all other purposes,
whether or not this Note be overdue,  and neither the Company nor any such agent
shall be  affected or bound by notice to the  contrary.  Any Holder of this Note
electing to exercise the right of  conversion  set forth in Section 4(a) hereof,
in addition to the  requirements  set forth in Section 4(a), and any prospective
transferee  of  this  Note,  also  is  required  to  give  the  Company  written
confirmation  that this Note is being converted  ("Notice of Conversion") in the
form  annexed  hereto as Exhibit A. The date of  receipt  (including  receipt by
telecopy) of such Notice of Conversion shall be the Conversion Date.

     4. (a) The  Holder of this Note is  entitled,  at its  option,  at any time
after 180 days,  to convert  all or any amount of the  principal  face amount of
this Note then  outstanding  into  shares of the  Company's  common  stock  (the
"Common  Stock")  without   restrictive   legend  of  any  nature,  at  a  price
("Conversion  Price") for each share of Common  Stock equal to 65% of the LOWEST
TRADING PRICE of the Common Stock as reported on the National  Quotations Bureau
OTCQB exchange which the Company's  shares are traded or any exchange upon which
the  Common  Stock may be traded in the future  ("Exchange"),  for the TEN prior
trading days  including the day upon which a Notice of Conversion is received by
the Company  (provided  such Notice of  Conversion  is delivered by fax or other
electronic  method of communication to the Company after 4 P.M. Eastern Standard
or Daylight  Savings  Time if the Holder  wishes to include the same day closing
price). If the shares have not been delivered within 3 business days, the Notice
of Conversion  may be rescinded.  Such  conversion  shall be  effectuated by the
Company  delivering  the shares of Common Stock to the Holder  within 3 business
days of receipt by the Company of the Notice of Conversion.  Once the Holder has
received such shares of Common Stock,  the Holder shall  surrender  this Note to
the  Company,  executed by the Holder  evidencing  such  Holder's  intention  to
convert  this Note or a specified  portion  hereof,  and  accompanied  by proper
assignment  hereof in blank.  Accrued,  but unpaid  interest shall be subject to
conversion.  No fractional shares or scrip representing fractions of shares will
be issued on conversion,  but the number of shares  issuable shall be rounded to
the nearest whole share.  IN THE EVENT THE COMPANY  EXPERIENCES A DTC "CHILL" ON
ITS SHARES,  THE CONVERSION PRICE SHALL BE DECREASED TO 55% INSTEAD OF 65% WHILE
THAT  "CHILL" IS IN EFFECT.  In no event shall the Holder be allowed to effect a
conversion  if such  conversion,  along with all other shares of Company  Common
Stock  beneficially  owned by the Holder and its affiliates would exceed 9.9% of
the outstanding shares of the Common Stock of the Company.

     (b) Interest on any unpaid principal  balance of this Note shall be paid at
the rate of 8% per annum.  Interest shall be paid by the Company in Common Stock

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<PAGE>
("Interest Shares").  Holder may, at any time, send in a Notice of Conversion to
the Company for Interest  Shares  based on the formula  provided in Section 4(a)
above.  The dollar  amount  converted  into  Interest  Shares  shall be all or a
portion of the accrued interest  calculated on the unpaid  principal  balance of
this Note to the date of such notice.

     (c)  During the first 180 days  after the Note has been  issued,  it may be
prepaid at 150% of the face amount plus any accrued  interest  This Note may not
be  prepaid  after the 180th  day.  The  redemption  must be closed and paid for
within 3 business  days of the  Company  sending  the  redemption  demand or the
redemption will be invalid and the Company may not redeem this Note.

     (d) Upon (i) a transfer  of all or  substantially  all of the assets of the
Company to any person in a single transaction or series of related transactions,
(ii) a reclassification,  capital  reorganization or other change or exchange of
outstanding  shares of the Common  Stock,  other than a forward or reverse stock
split or stock  dividend,  or (iii) any  consolidation  or merger of the Company
with or into another  person or entity in which the Company is not the surviving
entity (other than a merger which is effected solely to change the  jurisdiction
of incorporation of the Company and results in a reclassification, conversion or
exchange  of  outstanding  shares of Common  Stock  solely into shares of Common
Stock) (each of items (i), (ii) and (iii) being  referred to as a "Sale Event"),
then, in each case, the Company shall,  upon request of the Holder,  redeem this
Note in cash for 150% of the principal amount,  plus accrued but unpaid interest
through the date of  redemption,  or at the election of the Holder,  such Holder
may convert the unpaid  principal  amount of this Note (together with the amount
of accrued but unpaid interest) into shares of Common Stock immediately prior to
such Sale Event at the Conversion Price.

     (e)  In  case  of  any  Sale  Event  (not  to  include  a  sale  of  all or
substantially all of the Company's assets) in connection with which this Note is
not redeemed or  converted,  the Company shall cause  effective  provision to be
made so that the  Holder  of this  Note  shall  have the  right  thereafter,  by
converting  this Note, to purchase or convert this Note into the kind and number
of shares of stock or other  securities or property  (including cash) receivable
upon   such   reclassification,   capital   reorganization   or  other   change,
consolidation or merger by a holder of the number of shares of Common Stock that
could have been purchased  upon exercise of the Note and at the same  Conversion
Price,  as defined  in this  Note,  immediately  prior to such Sale  Event.  The
foregoing  provisions  shall similarly  apply to successive Sale Events.  If the
consideration  received by the holders of Common  Stock is other than cash,  the
value  shall be as  determined  by the  Board of  Directors  of the  Company  or
successor person or entity acting in good faith.

     5. No  provision of this Note shall alter or impair the  obligation  of the
Company,  which is absolute  and  unconditional,  to pay the  principal  of, and
interest on, this Note at the time,  place,  and rate,  and in the form,  herein
prescribed.

     6. The Company hereby  expressly waives demand and presentment for payment,
notice of non-payment, protest, notice of protest, notice of dishonor, notice of
acceleration  or intent to  accelerate,  and  diligence  in taking any action to

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<PAGE>
collect amounts called for hereunder and shall be directly and primarily  liable
for the payment of all sums owing and to be owing hereto.

     7. The Company agrees to pay all costs and expenses,  including  reasonable
attorneys' fees and expenses,  which may be incurred by the Holder in collecting
any amount due under this Note.

     8. If one or more of the  following  described  "Events of  Default"  shall
occur:

     (a) The Company  shall  default in the payment of  principal or interest on
this Note or any other note issued to the Holder by the Company; or

     (b) Any of the  representations or warranties made by the Company herein or
in any  certificate  or  financial or other  written  statements  heretofore  or
hereafter  furnished  by or on  behalf of the  Company  in  connection  with the
execution and delivery of this Note, or the Securities  Purchase Agreement under
which this note was issued shall be false or misleading in any respect; or

     (c) The  Company  shall fail to perform or  observe,  in any  respect,  any
covenant,  term,  provision,  condition,  agreement or obligation of the Company
under this Note or any other note issued to the Holder; or

     (d) The  Company  shall (1)  become  insolvent;  (2) admit in  writing  its
inability to pay its debts generally as they mature;  (3) make an assignment for
the benefit of creditors or commence proceedings for its dissolution;  (4) apply
for or consent to the  appointment of a trustee,  liquidator or receiver for its
or for a substantial  part of its property or business;  (5) file a petition for
bankruptcy relief,  consent to the filing of such petition or have filed against
it an  involuntary  petition for bankruptcy  relief,  all under federal or state
laws as applicable; or

     (e) A trustee, liquidator or receiver shall be appointed for the Company or
for a substantial part of its property or business without its consent and shall
not be discharged within sixty (60) days after such appointment; or

     (f) Any governmental  agency or any court of competent  jurisdiction at the
instance of any governmental agency shall assume custody or control of the whole
or any substantial portion of the properties or assets of the Company; or

     (g) One or more  money  judgments,  writs or  warrants  of  attachment,  or
similar process, in excess of fifty thousand dollars ($50,000) in the aggregate,
shall be entered or filed against the Company or any of its  properties or other
assets and shall remain unpaid, unvacated,  unbonded or unstayed for a period of
fifteen  (15) days or in any event later than five (5) days prior to the date of
any proposed sale thereunder; or

     (h) The Company  shall have  defaulted on or breached any term of any other
note of similar debt instrument into which the Company has entered and failed to
cure such default within the appropriate grace period; or

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<PAGE>
     (i) The  Company  shall have its Common  Stock  delisted  from an  exchange
(including  the OTCBB  exchange)  or, if the Common Stock trades on an exchange,
then trading in the Common Stock shall be suspended for more than 10 consecutive
days;

     (j) If a majority of the members of the Board of  Directors  of the Company
on the date hereof are no longer serving as members of the Board;

     (k) The Company  shall not deliver to the Holder the Common Stock  pursuant
to paragraph 4 herein without  restrictive  legend within 3 business days of its
receipt of a Notice of Conversion; or

     (l) The Company  shall not  replenish  the reserve set forth in Section 12,
within 3 business days of the request of the Holder.

     (m) The Company  shall not be "current" in its filings with the  Securities
and Exchange Commission; or

     (n) The  Company  shall  lose the  "bid"  price  for its stock and a market
(including the OTCBB marketplace or other exchange)

Then,  or at any time  thereafter,  unless cured within 5 days,  and in each and
every such case,  unless such Event of Default shall have been waived in writing
by the Holder (which waiver shall not be deemed to be a waiver of any subsequent
default) at the option of the Holder and in the Holder's  sole  discretion,  the
Holder may consider this Note immediately due and payable,  without presentment,
demand,  protest  or  (further)  notice  of  any  kind  (other  than  notice  of
acceleration),  all of which are hereby expressly waived,  anything herein or in
any note or other instruments contained to the contrary notwithstanding, and the
Holder may immediately,  and without expiration of any period of grace,  enforce
any and all of the  Holder's  rights and remedies  provided  herein or any other
rights or remedies  afforded by law.  Upon an Event of Default,  interest  shall
accrue at a default  interest rate of 24% per annum or, if such rate is usurious
or not permitted by current law, then at the highest rate of interest  permitted
by law. In the event of a breach of Section  8(k) the penalty  shall be $250 per
day the  shares  are not issued  beginning  on the 4th day after the  conversion
notice was delivered to the Company. This penalty shall increase to $500 per day
beginning  on the 10th day. The penalty for a breach of Section 8(n) shall be an
increase  of the  outstanding  principal  amounts by 20%. In case of a breach of
Section 8(i),  the  outstanding  principal due under this Note shall increase by
50%. If this Note is not paid at maturity,  the outstanding  principal due under
this Note shall increase by 10%.

If the Holder shall  commence an action or proceeding to enforce any  provisions
of this Note, including,  without limitation,  engaging an attorney, then if the
Holder  prevails in such action,  the Holder shall be  reimbursed by the Company
for  its  attorneys'  fees  and  other  costs  and  expenses   incurred  in  the
investigation, preparation and prosecution of such action or proceeding.

     9. In case  any  provision  of this  Note is held by a court  of  competent
jurisdiction  to be excessive in scope or  otherwise  invalid or  unenforceable,

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<PAGE>
such provision shall be adjusted rather than voided, if possible,  so that it is
enforceable to the maximum extent possible,  and the validity and enforceability
of the  remaining  provisions  of this Note will not in any way be  affected  or
impaired thereby.

     10.  Neither  this  Note  nor  any  term  hereof  may be  amended,  waived,
discharged  or  terminated  other  than by a  written  instrument  signed by the
Company and the Holder.

     11. The Company  represents  that it is not a "shell"  issuer and has never
been a "shell" issuer or that if it previously has been a "shell" issuer that at
least 12  months  have  passed  since  the  Company  has  reported  form 10 type
information  indicating it is no longer a "shell  issuer.  Further.  The Company
will  instruct  its  counsel  to  either  (i) write a 144  opinion  to allow for
salability  of the  conversion  shares or (ii) accept such opinion from Holder's
counsel.

     12.  The  Company  shall  issue  irrevocable  transfer  agent  instructions
reserving  38,769,000 shares of its Common Stock for conversions under this Note
(the "Share  Reserve").  The reserve shall be replenished as needed to allow for
conversions  of this  Note.  Upon  full  conversion  of this  Note,  any  shares
remaining in the Share  Reserve  shall be  cancelled.  The Company shall pay all
costs  associated with issuing and delivering the shares.  The company should at
all times  reserve a minimum of four times the amount of shares  required if the
note would be fully converted.  The Holder may reasonably request increases from
time to time to reserve such amounts.

     13.  The  Company  will give the  Holder  direct  notice  of any  corporate
actions,   including   but  not   limited  to  name   changes,   stock   splits,
recapitalizations  etc.  This  notice  shall be given to the  Holder  as soon as
possible under law.

     14. This Note shall be governed by and  construed  in  accordance  with the
laws of New York applicable to contracts made and wholly to be performed  within
the State of New York and shall be binding  upon the  successors  and assigns of
each party hereto.  The Holder and the Company  hereby  mutually  waive trial by
jury and consent to exclusive  jurisdiction and venue in the courts of the State
of New York. This Agreement may be executed in  counterparts,  and the facsimile
transmission of an executed  counterpart to this Agreement shall be effective as
an original.

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<PAGE>
     IN WITNESS WHEREOF, the Company has caused this Note to be duly executed by
an officer thereunto duly authorized.

Dated: _____________


                            TUNGSTEN CORP.

                            By: __________________________________

                            Title: _______________________________

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<PAGE>
                                    EXHIBIT A

                              NOTICE OF CONVERSION

     (To be Executed by the Registered Holder in order to Convert the Note)

     The undersigned hereby  irrevocably  elects to convert  $___________ of the
above Note into _________  Shares of Common Stock of Tungsten  Corp.  ("Shares")
according  to the  conditions  set forth in such  Note,  as of the date  written
below.

     If  Shares  are to be  issued  in the  name  of a  person  other  than  the
undersigned,  the undersigned  will pay all transfer and other taxes and charges
payable with respect thereto.

Date of Conversion:
                   ------------------------------------------------------------
Applicable Conversion Price:
                            ---------------------------------------------------
Signature:
          ---------------------------------------------------------------------
               [Print Name of Holder and Title of Signer]
Address:
        -----------------------------------------------------------------------

SSN or EIN:
           -----------------------------------------

Shares are to be registered in the following name:

Name:
     --------------------------------------------------------------------------

Address:
        -----------------------------------------------------------------------
Tel:
     ---------------------------------------------------------------
Fax:
     ------------------------------------------------

SSN or EIN:
           --------------------------------------------------------------------

Shares are to be sent or delivered to the following account:

Account Name:
             ------------------------------------------------------------------

Address:
        -----------------------------------------------------------------------

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