Exhibit 4.5

        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 $30,000.00
REPLACEMENT NOTE- ORIGINALLY ISSUED JANUARY 2, 2014
IN THE AMOUNT OF $127,500

                                 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 Thirty  Thousand
Dollars exactly (U.S. $30,000.00) 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. 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:
<PAGE>
     1. This Note is  exchangeable  for an equal aggregate  principal  amount of
Notes  of  different  authorized  denominations,  as  requested  by  the  Holder
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 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.

                                       2
<PAGE>
     (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 cash only.

     (c) This Note may not be prepaid.

     (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 140% 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
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.

                                       3
<PAGE>
     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)  Unless  previously   disclosed  in  the  Company's  filings  with  the
Securities  and  Exchange  Commission,  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.

     (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

     (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;

                                       4
<PAGE>
     (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; or

     (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 in a market
(including the OTCQB marketplace or other exchange).

Then, or at any time thereafter,  unless cured, 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,
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.

                                       5
<PAGE>
     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- 3(a) (9) 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  25,174,000 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.

     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.

                                       6
<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: _______________________________


                                       7
<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:
        -----------------------------------------------------------------------

                                       8