UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

~~FORM~~Form 10-K

(Mark One)

x[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(dD) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2014

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the ~~fiscal~~transition ~~year~~period ~~ended~~from______________ ~~December~~to ~~31, 2012~~_______________

¨Commission ~~TRANSITION~~File ~~REPORT~~Number: ~~PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934~~000-54533

~~For~~CANWEALTH ~~the~~MINERALS ~~transition period from to~~ CORPORATION

Commission file number 000-54533

Canwealth Minerals Corporation

(Exact name of registrant as specified in its charter)

~~USG1,~~Delaware ~~INC~~(State or other jurisdiction of incorporation or organization) 27-2288541 (I.R.S. Employer Identification No.)

~~(Former~~1376 ~~name~~Perrot Boulevard, Ile Perrot, Quebec, Canada J7V 7P2 (Address of ~~registrant~~principal executive offices) (514) 425-2020 (Issuer's telephone number)

Delaware		27-2288541
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

USG1, Inc.
1126 Madison 9517, Fredericktown, Missouri 63645
(Former name or former address, if changed since last report)

~~1376~~Indicate ~~Perrot~~by ~~Boulevard,~~check ~~Ile~~mark ~~Perrot,~~if ~~Quebec,~~the registrant is a well-known seasoned ~~Canada~~issuer, ~~J7V~~as ~~7P2~~defined in Rule 405 of the Securities Act [ ] Yes [X] No

~~(Address~~Indicate ofby ~~principal~~check ~~executive~~mark ~~offices)~~if the registrant is not required to file reports pursuant to ~~(zip~~Section ~~code~~13 or Section 15(d) of the Act. [ ] Yes [X] No

~~Registrant's~~Indicate ~~telephone~~by ~~number,~~check ~~including~~mark whether the registrant (1) has filed all ~~area~~reports ~~code:~~ required to be filed by Section 13 or 15(~~514~~d) ~~425-2020~~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 days. [X] Yes [ ] No

~~Securities~~Indicate ~~registered~~by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to ~~Section~~Rule 12405 of Regulation S-T (b)Section 232.405 of this chapter) during the ~~Act: None~~preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X] Yes [ ] No

~~Securities~~Indicate ~~registered~~by ~~pursuant~~check tomark ~~Section~~if disclosure of delinquent filers pursuant 12to Item 405 of Regulation S-K (g)Section 229.405 of this chapter) is not contained herein, and will not be contained, to the ~~Exchange~~best of ~~Act:~~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. [X] Yes [ ] No

~~Common~~Indicate ~~Stock~~by check mark whether the registrant is a large accelerated filer, $an accelerated filer, a non-accelerated filer, or a smaller reporting company.~~0001~~ ~~par~~See ~~value~~the ~~per~~definitions ~~share~~of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

~~(Title~~Large ofaccelerated ~~class)~~filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark ifwhether the registrant is a ~~well-known~~shell ~~seasoned~~company ~~issuer,~~ (as defined in Rule ~~405~~12b-2 of the ~~Securities~~Exchange Act). [ ]Yes [X] No

~~¨ Yes x No~~The aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant based upon the closing sale price of the common stock on June 30, 2014, the last business day of the registrant’s most recently completed second quarter, as reported on the OTC Bulletin Board, was $NIL.

~~Indicate~~As byof ~~check~~March ~~mark~~31, if2015, the registrant’s isissued ~~not~~and ~~required to~~outstanding ~~file~~shares ~~reports~~were ~~pursuant~~as tofollows: ~~Section~~50,771,631 13shares ~~or Section 15(d)~~ of ~~the~~common ~~Act~~stock.

~~¨ Yes x No~~Documents incorporated by reference: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed 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 days.

x Yes ¨ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 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 Regulation S-K (Section 229.405 of this chapter) 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.

x Yes ¨ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer", "accelerated filer", "non-accelerated filer", and "smaller reporting company" in Rule 12b-2 of the Exchange Act.

Large Accelerated filer ¨ Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company x

(do not check if smaller reporting company)

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

¨ Yes x 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 last 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 second fiscal quarter.

$ 0

Indicate the number of shares outstanding of each of the registrant's classes of common stock as of the latest practicable date.

	Outstanding at
Class	April 11, 2013
Common Stock, par value $0.0001		50,769,231
Documents incorporated by reference:		None

TABLE OF CONTENTS

FORM 10-K

FOR FISCAL YEAR ENDED DECEMBER 31, ~~2012~~2014

	Part I
ITEM 1	Business	1
ITEM 1A	Risk Factors	46
ITEM 2	Properties	4
ITEM 1B	Unresolved Staff Comments	6
ITEM 3.	Legal Proceedings	8
ITEM 2	Properties	6
ITEM 4.	Mine Safety Disclosures	8
ITEM 3.	Legal Proceedings	10
ITEM 4.	Mine Safety Disclosures	10
	Part II
ITEM 5.	Market for Registrants Common Equity, Related Stockholders Matters and issuer purchases of equity securities	811
ITEM 6	Selected Financial Data	911
ITEM 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operation	911
ITEM 7A	Quantitative and Qualitative Disclosures About Market Risk	1318
ITEM 8.	Financial Statements and Supplementary Data	1318
ITEM 9.	Changes In and Disagreements with Accountants on Accounting and Financial Disclosure	1318
ITEM 9A.	Controls and Procedures	1419
	Part III
ITEM 10.	Directors, Executive Officers, ~~Promoters~~ and ~~Control~~Corporate ~~Persons~~Governance ; Compliance with Section16(a) of the Exchange Act	1521
ITEM 11.	Executive Compensation	1722
ITEM 12.	Security Ownership of Certain Beneficial Owners and Management	1723
ITEM 13.	Certain Relationships and Related Transactions	1823
ITEM 14.	Principal Accountants Fee and Services	1823
	Part IV
ITEM 15	Exhibits, Financial Statement Schedules	1925

~~PART~~Item I1. Business

~~Item~~As 1used in this Annual Report on Form 10-K, references to “Canwealth,” “the Company”, “we”, “our”, “ours”, and “us” refer to Canwealth Minerals Corporation, a Delaware corporation, unless otherwise indicated. ~~Business~~

~~Some~~Description of the statements contained in this Annual Report on Form 10-K discuss future expectations, contain projections of results of operations or financial condition or state other “forward-looking” information. Those statements include statements regarding the intent, belief or current expectations of Canwealth Minerals Corporation (formerly USG1, Inc.)(“we,” “us,” “our” ~~or the “~~Company”) and our management team. Any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and actual results may differ materially from those projected in the forward-looking statements. These risks and uncertainties include but are not limited to those risks and uncertainties set forth in Item 1A of this report. In light of the significant risks and uncertainties inherent in the forward-looking statements included in this report, the inclusion of such statements should not be regarded as a representation by us or any other person that our objectives and plans will be achieved.Predecessor

~~On August 10, 2012,~~ USG1, Inc., athe ~~Delaware~~predecessor ~~corporation~~to Canwealth, ~~entered~~was ~~into~~formed anon ~~Agreement~~February ~~and~~27, ~~Plan~~2010 ofunder ~~Merger,~~the aslaws ~~amended~~of (the ~~“Merger~~State ~~Agreement”)~~of ~~with~~Delaware ~~Canwealth~~to ~~Minerals Corporation,~~engage ain ~~Delaware~~any ~~corporation~~lawful ~~(“Canwealth~~corporate ~~Delaware”)~~undertaking, including selected mergers and ~~Kimi~~acquisitions. ~~Royer~~USG1 ashad ~~representative~~been ofin the ~~USG1~~developmental ~~stockholders,~~stage since inception and its operations had been ~~pursuant~~limited to ~~which~~issuing ~~Canwealth~~shares ~~Delaware~~to ~~would~~its ~~merge~~original ~~with~~stockholders and ~~into~~filing a registration statement with the SEC. USG1 atregistered its common stock on a Form 10 registration statement filed pursuant to the ~~closing~~Securities Exchange Act of 1934, as ~~contemplated~~amended by (the ~~Merger~~“Exchange Act”) ~~Agreement~~and Rule 12(g) thereof.

~~The~~Canwealth ~~merger~~Minerals ~~contemplated~~Corporation by(Canada) ~~the~~(“Canwealth ~~Merger~~Canada”), ~~Agreement~~was ~~occurred~~formed on February 111, ~~2013.~~2006 ~~Upon~~under the ~~closing,~~laws of the ~~existing~~Canada ~~shares~~Business ofCorporations Act. Canwealth ~~Delaware~~Canada’s ~~common~~mission ~~stock converted~~is ~~into~~to ~~44,169,231~~explore ~~shares~~and ofdevelop ~~USG1~~the ~~common~~mining ~~stock. The~~claims ~~existing~~it ~~USG1~~has ~~stockholders~~registered ~~continue~~in tovarious ~~hold~~areas ~~6,600,000~~of ~~shares~~Northern ofQuebec, ~~USG1~~which ~~common~~based ~~stock. As~~on ~~consideration~~assay ~~for~~reports ~~the~~of ~~merger,~~preliminary ~~Canwealth~~surface ~~Delaware~~samples ~~agreed~~taken tofrom ~~pay~~these ~~$50~~sites,~~000~~ inhas ~~the~~shown ~~aggregate~~ to ~~the~~contain ~~participating stockholders~~traces of ~~USG1~~various elements such as gold, ~~which~~silver, ~~shall~~copper, beREE ~~payable~~and asother ~~follows:~~minerals.

~~(i)~~Prior ~~Ten~~to ~~Thousand~~the ~~Dollars~~consummation of ~~($10~~the merger described in the following paragraph,~~000)~~ ~~shall~~the bestockholders ~~payable~~of ~~upon~~Canwealth aCanada ~~Registration~~contributed ~~Statement~~their onshares ~~Form~~of ~~S-1~~Canwealth Canada ~~filed~~to bya ~~USG1~~new ~~being~~entity ~~declared~~of ~~effective~~the bysame name formed under the ~~Securities~~laws ~~and~~of ~~Exchange~~the ~~Commission;~~State ~~and~~of Delaware (“Canwealth Delaware”) in exchange for shares of Canwealth Delaware’s common stock. Accordingly, Canwealth Canada became a wholly-owned subsidiary of Canwealth Delaware.

On August 10, 2012, USG1 entered into an Agreement and Plan of Merger, as amended (iithe “Merger Agreement), ~~Forty~~with ~~Thousand~~Canwealth ~~Dollars~~Delaware ~~($40~~and Kimi Royer as representative of the USG1 stockholders,~~000)~~ ~~shall~~pursuant beto ~~payable~~which ~~upon~~Canwealth ~~(i)~~Delaware would merge with and into USG1 at the ~~filing~~closing. The ofmerger acontemplated ~~Form~~by ~~15c2-~~the Merger Agreement occurred on February 11, by2013. ~~USG1~~Upon ~~and~~the ~~(ii)~~closing, the existing shares of ~~USG1~~Canwealth Delaware common stock ~~being~~converted ~~actively~~into ~~traded~~44,169,231 onshares aof USG1 common stock. ~~exchange~~The orexisting ~~quotation~~USG1 ~~service~~stockholders continued to hold 6,600,000 shares of USG1 common stock. As consideration for the merger, Canwealth Delaware agreed to pay $50,000 in the aggregate to the participating stockholders of USG1, which shall be payable as follows:

~~Prior~~• ~~to the consummation of the merger~~$10,000 ~~the~~will ~~stockholders~~be ofpayable ~~Canwealth~~upon ~~Minerals Corporation,~~ a ~~company~~registration ~~organized~~statement on ~~February~~Form S-1~~, 2006~~ ~~under~~filed ~~the~~by laws of the Canada Business Corporations Act (“Canwealth Quebec”), contributed their shares of Canwealth Quebec to Canwealth Delaware in exchange for shares of Canwealth Delaware common stock pursuant to contribution agreements dated November 29, 2012. As a result of the foregoing, Canwealth Quebec is a wholly-owned subsidiary of Canwealth Delaware. Following the merger, USG1 ~~succeeded~~being todeclared ~~the~~effective ~~mining~~by ~~business and operations of Canwealth Quebec. Prior to~~ the ~~merger,~~SEC; ~~there were no material relationships between USG1~~ and Canwealth Delaware or between our respective affiliates, directors or officers. All USG1 pre-merger liabilities were settled prior to closing. Upon the effectiveness of the merger, the existing directors and officers of USG1 each resigned and Garth McIntosh was elected as the sole officer and director of USG1.

1• $40,000 will be payable upon (i) the filing of a Form 15c2-11 (allowing the submission and publication of quotations by brokers and dealers for certain over-the-counter equity securities) with the SEC by USG1 and (ii) the shares of USG1 common stock being actively traded on a stock exchange or quotation service.

~~Before~~As a result of the merger, ~~our~~USG1 ~~corporate~~succeeded ~~name~~to ~~was~~the ~~USG1,~~mining ~~Inc.~~business Inand ~~our~~operations ~~Certificate~~ of ~~Merger~~the ~~filing~~Canwealth entities and, wecontemporaneously ~~changed~~with ~~our~~the ~~corporate~~merger, the corporate name “USG1, Inc.” was changed to “Canwealth Minerals Corporation”. We” ~~intend~~Prior to ~~request~~the amerger, ~~trading~~there ~~symbol~~were ~~change~~no material torelationships ~~correspond~~between ~~with~~USG1 ~~our~~and ~~name~~the ~~change~~Canwealth atentities or between the ~~appropriate~~affiliates, directors or officers of USG1 and the ~~time~~affiliates, directors or officers of the Canwealth entities. All USG1 pre-merger liabilities were settled prior to closing. Upon the effectiveness of the merger, the existing directors and inofficers ~~accordance~~of ~~with~~USG1 ~~FINRA~~each ~~policies~~resigned and Garth McIntosh was elected as the sole officer and director of USG1.

~~The~~At ~~Company~~the ~~has~~present ~~been~~time, ~~in the developmental~~our ~~stage~~sole ~~since~~activity ~~inception~~is acquiring and ~~its~~holding ~~operations~~mining toclaims ~~date~~with ~~have~~respect ~~been~~to ~~limited~~five tomineral ~~issuing~~properties ~~shares~~located toin ~~its~~the ~~original~~mineral-rich ~~shareholders~~Abitibi Greenstone ~~and~~Belt ~~filing~~zone ~~a registration~~of ~~statement.~~the ~~The~~Grenville ~~Company~~orogeny ~~has~~in ~~been~~southern ~~formed~~Quebec, toCanada. ~~provide~~We ahave ~~method~~not ~~for~~yet agenerated ~~foreign~~revenues or ~~domestic~~begun ~~private~~operations or ~~company~~mine todevelopment. ~~become~~We acurrently ~~reporting company~~have ~~with~~no aemployees ~~class~~other ofthan ~~securities~~our ~~registered~~Chief ~~under~~Executive ~~the~~Officer, ~~Securities~~although ~~Exchange~~we ~~Act~~intend ofto ~~1934~~add personnel once we are sufficiently capitalized.

AsTable of ~~December~~Contents 31, 2012, the Company had not generated revenues and had no income or cash flows from operations since inception. The continuation of the Company as a going concern is dependent upon financial support from its stockholders, its ability to obtain necessary equity financing to continue operations, to successfully locate and negotiate with a business entity for the combination of that target company. There is no assurance that the Company will ever be profitable.1

~~The~~Description ~~narrative below concerns the business and operations~~ of ~~Canwealth~~our ~~Delaware and its subsidiary, Canwealth Quebec.~~Industry

~~Description of Our Company and Predecessor~~Overview

~~USG1~~According ~~was~~to ~~incorporated on February 27, 2010 under~~ the ~~laws~~Mining Association of ~~the~~Canada ~~State of Delaware to engage in any lawful corporate undertaking~~(“MAC”), ~~including,~~mining ~~but~~is ~~not limited~~one ~~to,~~of ~~selected~~Canada’s ~~mergers~~most ~~and~~important ~~acquisitions.~~economic ~~USG1~~sectors ~~has been in the developmental stage since inception~~ and ~~its~~a ~~operations~~major tojob ~~date~~creator. ~~have~~Recent ~~been~~data ~~limited~~shows tothat, ~~issuing~~in ~~shares~~2013, tothe ~~its~~mining ~~original~~industry ~~shareholders~~contributed ~~and~~$54 billion ~~filing a registration statement. USG1 has been formed~~ to ~~provide a~~Canada’s ~~method~~gross ~~for a foreign or~~ domestic ~~private~~product, ~~company~~employing approximately to400,000 ~~become~~workers aacross ~~reporting~~Canada ~~company~~in ~~with a class of securities registered under~~ the ~~Securities~~ ~~Exchange~~mining ~~Act~~and ofmineral ~~1934~~processing industries.

~~The~~Due ~~Company~~to ~~registered~~ its ~~common~~rich ~~stock~~geology, Canada onis aone ~~Form~~of 10the ~~registration~~largest ~~statement~~mining ~~filed~~nations ~~pursuant~~in to the ~~Securities~~world, ~~Exchange~~producing ~~Act~~more ofthan ~~1934~~60 minerals ~~(the~~and ~~"Exchange Act")~~metals. ~~and~~According ~~Rule~~to 12Natural Resources Canada (g“NRC”), ~~thereof.~~the ~~The~~total ~~Company~~value ~~files~~of ~~with~~Canadian ~~the~~mineral ~~Securities~~exports ~~and~~was ~~Exchange~~approximately ~~Commission~~$44 billion ~~periodic~~in ~~and~~2013, accounting ~~current~~for ~~reports~~20% ~~under Rule~~of ~~13(a)~~Canada’s oftotal ~~the~~good ~~Exchange~~exports. ~~Act~~Key exports included gold, ~~including~~copper, ~~quarterly~~aluminum, ~~reports~~nickel, onsilver, ~~Form~~uranium, coal, ~~10-Q~~potash, ~~and~~zinc, ~~annual~~diamonds, ~~reports~~iron, ~~Form~~steel ~~10-K~~and iron ore.

~~The~~Canada ~~Company~~was ~~has~~the noworld’s ~~employees~~top ~~and~~destination ~~one~~for ~~officer,~~exploration ~~Garth~~spending ~~McIntosh~~in 2011, ~~who~~hosting 18% of global investment at $4.2 billion. Canadian exploration spending is ~~also~~focused ~~the~~in ~~sole~~many ~~director~~regions, with a strong interest in the North.

Following the closing of the merger with Canwealth Delaware, we have succeeded to the mining business and operations of Canwealth Delaware and its subsidiary and plan to continue this business as our sole line of business.Competition

2Competition in the gold and precious metals industry for desirable quantities, quality, investment capital and personnel is intense. Numerous companies headquartered in the United States, Canada and elsewhere throughout the world compete for gold and other precious metals on a global basis. We are an insignificant participant in the gold industry due to our currently limited financial and personnel resources.

~~Description~~Quebec ofMining ~~Business~~Legislation and Regulation

~~Canwealth~~In ~~Minerals~~Quebec, mining rights ~~Corporation~~are ~~was~~governed ~~incorporated~~by onthe ~~February~~Mining 1,Act ~~2006.~~(Quebec) Weand, ~~are~~subject ato ~~federally~~limited ~~chartered~~exceptions, ~~multi-element~~are ~~mineral~~owned ~~exploration~~by ~~and~~the province. A mining ~~company~~claim is ~~located~~a inmineral ~~Quebec~~right ~~with~~that grants its holder an exclusive right to explore a ~~focus~~designated onterritory ~~gold~~for ~~with~~any ~~our~~mineral ~~main~~substances ~~office~~that ~~located~~are part inof ~~Ile~~the ~~Perrot,~~public ~~Quebec~~domain, ~~Canada~~with limited exceptions. ~~Our~~Each ~~primary~~claim ~~function~~provides isaccess rights to ~~search~~a parcel of land on which exploration ~~for~~work ~~viable~~may ~~mineral~~be ~~deposits~~performed. inHowever, the ~~Province~~claim ofholder ~~Quebec.~~cannot Ataccess land that has been granted, alienated or leased by the ~~present~~province for ~~time~~non-mining ~~there~~purposes, ~~are~~or 9land that is the subject of an exclusive lease to mine surface mineral ~~properties~~substances, ~~under~~without ~~our~~first ~~management~~having obtained the permission of the current holder of these rights.

At the ~~present~~ time of issuing wemining ~~hold~~claims 9that ~~properties~~lie inwithin the ~~lower~~boundaries ~~Grenville~~of ~~province,~~a ~~Abitibi~~town ~~region~~or ~~and~~on territories identified as province reserves, the ~~James~~Ministère des ~~Bay~~Ressources ~~basin~~naturelles (Ministry of Natural Resources (Quebec.)) We(the ~~have~~“MNR”), amay ~~total~~impose ofcertain ~~38,573~~conditions and ~~acres~~obligations ~~under~~concerning ~~management.~~the Wework ~~are~~to ~~engaged~~be inperformed ~~grass~~on ~~roots~~the ~~mineral~~claim. ~~exploration~~The ~~which~~MNR ~~includes~~also ~~conventional~~reserves ~~prospecting,~~the ~~geological~~right ~~and geophysical~~to ~~surveys,~~modify ~~applied~~these ~~research~~conditions ~~and~~in ~~core~~the public’s ~~drilling~~interest.

~~The~~A ~~focused~~mining ~~activity~~claim remains ofin ~~the~~force ~~company is to search~~ for ~~viable~~a ~~mineral~~term ~~deposits~~of intwo ~~Quebec~~years ~~under~~from athe ~~Phase~~date 1it ~~program.~~is ~~Phase~~registered 2and ~~will~~may be torenewed ~~stake~~subject ~~claims,~~to ~~joint venture~~continued orexploration ~~option~~work ~~properties~~ in ~~other mining jurisdictions in Canada~~relation thereto. ~~Phase~~In 3order ~~will~~to beretain title to ~~take~~mining ~~the~~claims, ~~company~~exploration onwork (or an ~~international~~equivalent ~~level in~~value acash ~~quest~~payment) ~~for~~has ~~viable~~to ~~mineral~~be ~~deposits.~~completed in Aadvance ~~leadership~~and ~~team~~filed ~~will~~with ~~be assembled over~~ the ~~coming~~MNR ~~year~~prior into the ~~form~~date of aexpiry ~~geological~~of ~~team which~~the ~~will~~claim. beA ~~actively~~third ~~conducting~~party ~~fieldwork,~~(other ~~assessments~~than ~~and~~the ~~assembling~~prior ~~data~~holder toof ~~support new approaches that will expand~~ the ~~scope~~ ofmining ~~our~~claim) ~~exploration~~is ~~projects.~~entitled ~~This~~to ~~exploration~~acquire ~~team will consist of~~ a ~~core~~mining ~~group~~claim offrom ~~experienced~~the ~~geologists~~Quebec ~~and~~government ~~geoscientists,~~30 ~~consultants and~~days ~~mineral~~following ~~research institutions, all committed to~~ the ~~quest~~expiration of ~~determining~~ the ~~mineral source(s) of our gold properties. The~~claim; ~~primary metals include gold, silver, platinum, palladium and base metals and~~ the ~~secondary~~prior ~~element~~holder ismust ~~REE~~wait ~~(rare~~60 ~~earth~~days ~~elements). The~~following ~~minerals~~expiration ~~are~~to ~~mined~~re-acquire ~~from underground or by open pit methods. The minerals are prepared as~~ a ~~concentrate~~mining orclaim asfrom athe ~~refined~~Quebec ~~product and shipped to local and overseas markets~~government.

~~Short-Term~~In ~~Goals~~Quebec, holders of mining claims must obtain a mining lease from the Quebec government in order to mine and remove valuable mineral substances from the subject land. A mining lease requires annual rent set by Quebec government regulations, which currently ranges from CAD21.50 per hectare (on privately held land) to CAD45 per hectare (on land owned by the province). Mining leases are granted for an initial term of 20 years and are renewable up to three times, each for a duration of ten years. After the third renewal, the MNR may grant an extension thereof on the conditions, for the rental and for the term that the MNR determines.

~~Canwealth~~Table Delaware will continue to seek out properties for staking land claims, and to perform Phase 1 drilling for core samples on its current mining claims. The focus is to develop a mining plan in which the current resources are best used to bring the most value to the Company. We are looking to prioritize our claims, and devote resources according to this ranking. As wealth builds, this translates into accumulating more resources to devote to the development of ~~the~~Contents other claims, as all of our claims have merit, however, as we are in the start-up phase, investment resources are our current limiting factor. Outside investors may also be sought to help achieve these goals.2

~~Mid-Term~~Description ~~Goals~~of our Business

AsCanwealth ~~the~~Minerals ~~Company grows~~Corporation ~~and~~is ~~builds~~an ~~its~~exploration ~~name~~stage company located in ~~the~~Ile ~~industry~~Perrot, weQuebec, ~~anticipate~~Canada ~~seeking~~formed ~~partnerships~~for ~~with~~the ~~other~~purposes ~~mining~~of ~~corporations~~acquiring, inexploring ~~order~~and, ~~to move into full~~if ~~scale~~warranted ~~mining~~and ~~projects.~~feasible, Itdeveloping ~~takes~~commercially ~~significant~~viable ~~capital~~mineral todeposits, ~~move~~including ~~into~~gold, ~~this~~silver, ~~phase~~platinum, ~~in the mining industry~~palladium, ~~and~~base ~~we realize it will be a~~metals ~~huge~~and ~~undertaking~~REE, toin ~~develop all~~ the ~~properties~~Province weof ~~currently own without outside help~~Quebec. We ~~believe~~intend ~~it is better~~ to beengage ~~part of successful venture by sharing what we currently own, as bringing~~ in ~~other~~grass ~~expertise~~roots ~~and~~mineral ~~resources~~exploration ~~will~~which ~~speed~~includes ~~the~~conventional ~~process. This will elevate~~prospecting, ~~our~~geological ~~company to new levels by becoming a known supplier to the world of natural resources, both on the open markets~~ and togeophysical ~~users of such materials like Lithium or Barium~~surveys, ~~which~~applied ~~cover~~research ~~the electronics industry, medicine, military~~ and ~~many~~core ~~other industries~~drilling.

At the present time, our sole activity is acquiring and holding mining claims with respect to five mineral properties located in the mineral-rich Abitibi Greenstone Belt zone of the Grenville orogeny in southern Quebec, Canada. We have not initiated our exploration program, hired employees, realized any revenues or begun operations or mine development to date. Once we become operational, our focused activity will be to search for viable mineral deposits in Quebec under a Phase 1 program. Our Phase 2 program is expected to involve staking of additional claims, entering into joint ventures with other mining companies and/or optioning properties in other mining jurisdictions in Canada. Our Phase 3 program is expected to involve taking the Company on an international level in a quest for viable mineral deposits.

~~Long-Term~~We ~~Goals~~are presently in the exploration stage of our business and we can provide no assurance that any commercially viable mineral deposits exist on our mining claims, that we will discover commercially exploitable levels of mineral resources on our properties, or, if such deposits are discovered, that we will enter into further substantial exploration programs. Further exploration is required before a final determination can be made as to whether our mining claims possess commercially exploitable mineral deposits. If our claims do not contain any reserves all funds that we spend on exploration will be lost. Currently, we do not have sufficient funds to enable us to commence or complete our exploration program. We will require financing to commence and complete our exploration program.

~~Our~~We ~~long-term~~will ~~goal is~~assemble toa ~~develop~~leadership team ~~different~~in ~~branches~~the toform ~~our~~of ~~operations,~~an ~~including~~exploration ~~building~~team ~~a consulting division~~ which will ~~help~~be ~~other~~actively ~~start-up~~conducting ~~companies looking~~fieldwork toand ~~break~~assessments ~~into~~and ~~the~~assembling ~~mining~~data ~~industry.~~to Wesupport new ~~feel~~approaches that ~~once~~will weexpand ~~master~~ the ~~knowledge~~scope ~~and~~of ~~experience~~our ofexploration ~~building~~projects. aThis ~~mining~~exploration ~~company, we~~team will ~~want~~consist toof ~~work~~a ~~with~~core ~~others,~~group ~~and~~of ~~thereby~~experienced geologists ~~become~~and ~~the~~geoscientists, ~~go-to~~mining ~~entity~~engineers, ~~for~~consultants ~~startups.~~and Wemineral ~~believe~~research weinstitutions, ~~will~~all becommitted ~~well positioned~~ to ~~become their~~the ~~initial~~quest ~~partners~~of ~~and~~determining the ~~help~~mineral ~~these~~source(s) ~~Companies~~of ~~attain~~our ~~their goals~~properties.

~~Item~~Short-Term ~~1A. Risk Factors~~Goals

~~Not~~Our ~~applicable~~short term goals include continuing to seek out properties for staking mining claims, hiring a chief geologist and a mining engineer and, under the guidance of our chief geologist and mining engineer, performing Phase 1 drilling for core samples on our current mining claims. The focus is to develop a mining plan in which the current resources are best used to bring the most value to the Company. Our actual approach will be highly contingent on the findings and recommendations of our geologist and mining engineer. Depending on such findings and recommendations, we estimate that our short-term goals will cost approximately $1,100,000 – $1,500,000, which we expect to fund with the proceeds of capital raising activities, to the extent available. This aggregate cost is comprised of the following estimated amounts: geological team: $200,000 – 300,000 per year; drilling/exploration: $600,000 – $800,000; administrative costs: $200,000 – 300,000; and assay reports and laboratory services: $100,000.

~~Item~~Table ~~2. Properties~~of Contents 3

AsMid-Term ~~of December 31, 2012, the Company had no properties. At December 31, 2012, the Company currently used the offices in the home of its sole director in Fredericktown, Missouri at no cost to the Company.~~Goals

~~The~~As ~~narrative~~we ~~below~~grow and build our name in our industry, we anticipate seeking ~~concerns~~partnerships with other mining companies in order to move into full scale mining projects. It takes significant capital to move into this phase in the ~~business~~mining industry, and ~~operations~~we realize it will be a huge undertaking to develop all the properties we currently own without outside assistance. We believe it is better to be part of ~~Canwealth~~a ~~Delaware~~successful venture by sharing what we currently own, as bringing in other expertise and ~~its~~resources ~~subsidiary~~will speed the process. This will elevate our Company to new levels by becoming a known supplier to the world of natural resources, ~~Canwealth~~both ~~Quebec~~on the open markets and to users of such materials like lithium or barium, which cover the electronics industry, medicine, military and many other industries. Since the scope and direction of our mid-term goals will be highly contingent on the recommendations of our geological team and the scale of the mining projects and joint ventures, if any, we ultimately pursue based on our mining partnerships, it is difficult to estimate the cost to achieve our mid-term goals at this time; however, we expect the cost to be substantial and require significant capital. We expect to fund our mid-term goals with the proceeds of capital raising activities, to the extent available.

~~The~~Long-Term ~~Company currently holds 9 mining projects in Canada.~~Goals

~~East~~Our ~~Bay~~long-term ~~Gold~~goal ~~Camp~~is to develop different branches to our operations, including building a consulting division which will help other start-up companies looking to break into the mining industry. We feel that once we master the knowledge and experience of building a mining company, we will want to work with others, and thereby become the go-to entity for startups. We believe that, if our business plan is carried out as intended, we will be well positioned to become their initial partners and help these companies attain their goals.

~~The East Bay Gold Camp is located in the James Bay Basin approximately 70 kilometers west of the Elenore, Opinaca Reservoir and 800 kilometers north of Montreal. The claim is 100% owned by~~ Canwealth ~~Minerals~~Mining ~~Corporation.~~Claims It– ~~is comprised of 6 claim cells totaling 316 hectares or~~Acquisition ~~782 acres. The East Bay Gold camp is located in the Superior Craton of Quebec in a known geological area in the Abitibi Greenstone belt~~ and ~~consists~~Retention of numerous underlying faults that developed during the Archean period 3.8-2.5 Ga (billion years) these distinct tectonic events host a variety of orogenic gold deposits across the Province of Quebec. The East Bay property is located in close proximity to 2 major gold mining companies with proven reserves. This porphyry mineralized geology is considered highly favorable for the exploration of gold, copper and molybdenum. The East Bay Gold camp is located at GPS location -77 35 29.0 52 18 45.01 and is in an ideal location of a porphyry Copper-gold-molybdenum deposits. This location has opportunity for further expansion for additional claim staking to the west, east and south.Title

4Each of our 165 mining claims that we intend to explore, which are listed on Annex A to the Form S-1 Registration Statement filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”) on January 13, 2015, were initially acquired by Richard Howarth, who is a stockholder of Canwealth, who subsequently transfers the mining claims to us. We do not have any agreement, understanding or arrangement with Mr. Howarth with respect to our mining claims, other than promissory notes we issued to Mr. Howarth as consideration for the acquisition of mining claims, nor was Mr. Howarth acting as our agent in connection with the acquisition and subsequent transfer of such claims.

~~The~~In ~~East~~order ~~Bay~~to ~~Gold~~retain ~~camp~~title to each mining claim, we are required, ~~location~~within ~~was~~the ~~chosen~~two-year ~~for~~claim ~~its~~term, ~~lithology~~to ~~and~~either ~~geology.~~spend Inat ~~recent~~least ~~studies~~CAD1,200 byper ~~the~~claim ~~Ministère~~on ~~des~~exploration ~~Ressources~~of ~~naturelles~~the etproperty deunderlying lathe ~~Faune~~claim, ~~significant~~or ~~mineralized~~make ~~zones~~a ~~were~~CAD1,200 ~~identified~~cash inpayment to the ~~region.~~MNR ~~Our~~(or, ~~decision~~where toapplicable, ~~stake~~an inamount ~~this~~equal ~~region~~to isthe ~~further~~difference ~~supported~~between byCAD1,200 and the ~~presence~~cost of ~~some~~the exploration work performed on the property underlying the claim). Any amount in excess of CAD1,200 disbursed to perform exploration work on the ~~largest~~property ~~gold~~may be applied to subsequent terms of the claim. The expiration date, prior to which we must spend at least CAD1,200 on exploration, with respect to each of our mining ~~companies~~claims is set forth in Annex A ~~Quebec~~to ~~such~~the asForm ~~Eastmain~~S-1 ~~Resources~~Registration ~~Inc~~Statement filed by the Company with the SEC on January 13, 2015. Failure to spend the ~~north~~required exploration costs with respect to any claim prior to its expiration date would cause the claim to lapse and ~~Resources~~we ~~Minieres~~would ~~Augyva~~risk ~~inc,~~losing ~~CHS~~our ~~Resources~~rights ~~and~~to ~~Exploration~~such ~~Dios~~claim ~~Inc~~permanently if Mr. Howarth is not able to re-acquire the ~~west~~claim on our behalf.

~~Golden~~Table ~~Bear~~of Contents 4

~~The~~We ~~Golden~~previously ~~Bear~~held ~~property~~approximately is260 ~~located~~claims infor ~~the~~which ~~Township~~we paid Mr. Howarth CAD56 per claim. Many of Lathose ~~Vallée~~claims lapsed, resulting from our inability to perform the requisite exploration work within the initial two-~~de-la-Gatineau~~year term due to a lack of sufficient funding. The ~~Golden~~Company ~~Bear~~elected ~~claim~~not isto re-acquire ~~owned~~many ~~100%~~of bythese ~~Canwealth~~mining ~~Minerals~~claims ~~Corporation.~~because the land underlying certain claims on mineral properties was designated for other Ituses isby ~~comprised~~the ofQuebec 9government ~~claim~~which ~~cells~~prohibited ~~totaling~~or ~~537~~significantly ~~hectares~~restricted mining activities, or ~~1327~~because ~~acres~~the Company otherwise believed that exploration of such property was not desirable. ~~The~~On 9August ~~claim~~26, ~~cells~~2013, ~~are~~Mr. Howarth ~~located~~acquired in140 of the ~~zone~~lapsed mining claims and transferred such claims to us for an aggregate purchase price of ~~the~~CAD14,000, ~~Grenville~~which amount was paid by issuing ~~orogeny~~a promissory note to Mr. Howarth. ~~This~~That ~~geological~~promissory ~~formation~~note is ~~considered~~non-interest abearing ~~highly~~with ~~favorable~~an ~~site~~original ~~for~~maturity ~~exploration~~date ~~for~~of ~~gold,~~August ~~silver~~26, 2014. ~~copper~~On November 1, ~~nickel~~2013, ~~PGE~~ Mr. Howarth acquired and transferred to us 22 mining claims (~~platinum~~including ~~group~~five ~~elements~~previously lapsed mining claims of ours) for an aggregate purchase price of CAD2,200, which amount was paid by issuing a promissory note to Mr. Howarth. That promissory note is non-interest bearing with an original maturity date of November 1, 2014. We have not yet repaid these promissory notes issued to Mr. Howarth, and ~~REE~~Mr. Howarth ~~(rare~~has ~~earth~~agreed ~~elements)~~to extend the maturity date of these promissory notes until December 31, 2016. We allowed 14 mining claims to lapse in February 2014. As a result of the foregoing, we currently own 165 mining claims that we intend to explore with respect to five mineral properties.

~~The~~Accordingly, ~~Golden~~to ~~Bear~~date ~~property~~we ~~primarily~~have ~~consists~~paid, ofby ~~Calc-silicate~~cash ~~rocks,~~or ~~marble,~~promissory ~~dolostone~~note, ~~schist~~approximately ~~and~~CAD31,000 ~~quartzite geology of the Proterozoic period 2.5 Ga (billion years)~~ to ~~520~~acquire, maand ~~(million~~in ~~years).~~some Itcases isre-acquire, ~~classed~~our asmining ~~a sedimentary rock lithology~~claims. ~~Proterozoic type geology dating back to about~~In ~~2.5~~order Gafor ~~(billion~~us ~~years)~~ to ~~520~~comply Mawith ~~(million~~the ~~years)~~requirement ~~In contrast~~ to ~~Proterozoic~~spend ~~rocks,~~at ~~Archean~~least ~~rocks are often heavily metamorphized deep-water sediments~~CAD1,200 ~~such~~per asclaim ~~greywacke,~~on ~~mudstone,~~exploration ~~volcanic sediments and banded iron formations and may contain a variety of base metals rare earth elements. Greenstone belts are typical Archean formations~~costs, ~~consisting~~we ofwill ~~alternating~~be ~~units~~required ~~of metamorphosed mafic~~to ~~igneous~~spend ~~and~~at ~~sedimentary~~least ~~rocks.~~an ~~The~~additional ~~meta-igneous rocks were derived from volcanic island arcs~~CAD198,000 ~~while~~in the ~~metasediments~~aggregate ~~represent deep-sea~~on ~~sediments~~exploration ~~eroded~~costs ~~from~~with ~~the~~respect ~~neighboring~~to ~~island~~our ~~arcs~~165 ~~and~~current ~~deposited~~mining ~~in a forearc basin Greenstone belts represent sutures between protocontinents~~claims.

~~Golden~~Each ~~Ridge~~of our mining claims is a lode claim, entitling us to the minerals within the rocks on the properties subject to our mining claims. No mining leases or other permits are required at the present time because of the early stage of exploration by Canwealth. We expect that our future exploration activities will likely require us to obtain mining leases, but the requirement for, and the scope of, any such mining leases or other permits will be contingent on the findings and recommendations of our geological team. At this early stage, we have not yet identified any current holders of non-mining rights with respect to the parcels of land on which we have mining rights or the extent of permissions or approvals, if any, required from any such holders with respect to our future exploration or mining activities on such land.

~~The~~Costs ~~Golden Ridge property is located in the Townships of Languedoc~~ and ~~Disson~~Effects ~~approximately 52 kilometers northwest~~ of ~~Amos~~Compliance Quebec in the prolific Abitibi Greenstone Belt. The claim is owned 100% by Canwealth Minerals Corporation. It is comprised of 4 claim cells totaling 227 hectares or 560 acres. The 4 claim cells are located well within the Abitibi Green Stone belt zone of the Grenville province. This orogenic geological structure is considered a highly favorable site for exploration of gold and copper. A recent chip sample program showed a high assay result of .40 gram per/ton of gold and 85.3 ppm copper with ~~other metal anomalies.~~Environmental Laws

~~The~~In ~~Golden~~Quebec, ~~Ridge~~the ~~property~~primary isprovincial ~~located~~regulatory atauthorities ~~GPS~~with ~~location~~jurisdiction ~~-78~~over 40the 15Company's mining operations in respect of environmental matters are the MNR and the Ministry of Sustainable Development, Environment, Wildlife and Parks (Quebec).~~027~~ 48We 51currently 30have no costs to comply with environmental laws concerning our exploration program.~~015~~ Our future exploration and ismining inprograms, anif ~~ideal~~any, ~~location~~may subject us to the costs of reclamation and environmental remediation for ~~orogenic~~all ~~type~~work ~~gold~~undertaken ~~deposits~~which causes sufficient surface disturbance to necessitate reclamation work. ~~This~~Both ~~location~~reclamation and environmental remediation refer to putting disturbed ground back as close ~~has~~to ~~opportunity~~its ~~for~~original ~~further~~state ~~expansion~~as ~~for~~possible. ~~additional~~Reclamation ~~claim~~is ~~staking~~the process of bringing the land back to a natural state after completion of exploration activities. Environmental remediation refers to the ~~north~~physical activity of taking steps to remediate, ~~east~~or remedy, any environmental damage caused by exploration or mining activities. The amount of these remedial costs is not known at this time as we do not know the extent of the exploration or mining programs we will undertake. These programs will be determined by our exploration team, led by our mining engineer and ~~west~~chief geologist. Because there is presently no information on the size, tenor, or quality of any resource or reserve at this time, it is impossible to assess the impact of any capital expenditures on our earnings or competitive position in the event a potentially economic mineral deposit is discovered.

The Golden Ridge property is located in an Archean and/or Proterozoic type geology dating back to about 3.8-2.5 Ga (billion years). In contrast to Proterozoic rocks, Archean rocks are often heavily metamorphized deep-water sediments, such as greywacke, mudstone, volcanic sediments, and banded iron formations that contain a variety of base metals rare earth elements. Greenstone belts are typical Archean formations, consisting of alternating units of metamorphosed mafic igneous and sedimentary rocks. The meta-igneous rocks were derived from volcanic island arcs, while the metasediments represent deep-sea sediments eroded from the neighboring island arcs and deposited in a forearc basin Greenstone belts represent sutures between protocontinents.Employees

5We currently have no employees other than our Chief Executive Officer, Garth McIntosh. We intend to retain the services of geologists, engineers and consultants to determine and conduct the exploration programs on our mining claims.

~~Highland~~Table ~~Gold~~of Contents 5

~~The~~Emerging ~~Highland~~Growth Gold property is located in the Townships of Poirier and Dalet approximately 78 kilometers north of Amos Quebec in the prolific Abitibi Greenstone Belt. The claim is 100% owned by Canwealth Minerals Corporation. It is comprised of 40 claim cells totaling 2248 hectares or 5555 acres. The 40 claim cells are located well within the Abitibi Green Stone belt zone of the Superior geological Province. This orogenic geological structure also known as an epithermal or mesothermal vein structure is considered a highly favorable site for exploration of gold.Company

~~The~~We ~~Highland~~qualify ~~Gold~~as ~~property~~an “emerging ~~consists~~growth ofcompany” 36under ~~claim~~the ~~cells~~JOBS ~~located~~Act. atAs ~~GPS~~a ~~location~~result, ~~-78~~we 19are ~~29.972~~permitted 49to, ~~16 15.012~~ and 4intend ~~additional~~to, ~~claim~~rely ~~cells~~on ~~located~~exemptions atfrom ~~-78~~certain ~~0 30.036~~disclosure ~~49 17 37~~requirements.~~487.~~ ItFor isso inlong anas ~~ideal~~we ~~location~~are ~~for~~an ~~high~~emerging ~~favorability~~growth ofcompany, ~~porphyry~~we ~~(Copper-gold-molybdenum)~~will ~~deposits~~not ~~and~~be ~~orogenic~~required ~~gold and VMS (volcanogenic massive sulfide) deposits. This location has opportunity for further expansion for additional claim staking~~ to ~~the west east and south.~~:

~~The~~• ~~Highland~~have ~~Gold property is~~ an ~~ideal~~auditor ~~location~~report ~~for~~on ~~high~~our ~~favorability~~internal ofcontrols ~~porphyry~~over ~~(Copper-gold-molybdenum)~~financial ~~deposits~~reporting ~~and~~pursuant ~~orogenic~~to ~~gold~~Section ~~and VMS~~ 404(~~volcanogenic massive sulfide~~b) deposits. This location has opportunity for further expansion for additional claim staking to the east, west and north. The Highland Gold property’s 4 additional claims are located in a chosen area for its lithology and geology. It recent studies by the Ministère des Ressources naturelles et de la Faune identified significant mineralized zones in the region. Our decision to stake in this region is further supported by the presence of ~~some of~~ the ~~biggest~~Sarbanes-Oxley ~~gold mining companies in Quebec such as Mines NAP Quebec Ltee (North American Palladium) to the south, Giant Exploration Inc. to the south and Mineraux Maudore Ltee to the west.~~Act;

~~Highland~~• ~~Gold~~comply #2with any requirement that may be adopted by the Public Company Accounting Oversight Board regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (i.e., an auditor discussion and analysis);

~~The~~• ~~Highland~~submit ~~Gold~~certain ~~2 property~~executive iscompensation ~~located~~matters into ~~the~~shareholder ~~Township~~advisory ofvotes, ~~Rainboth~~such approximately 90 kilometers north of Amos Quebec in the prolific Abitibi Greenstone Belt. The claim is owned 100% by Canwealth Minerals Corporation. It is comprised of 14 claim cells totaling 786 hectares or 1942 acres. The 14 claim cells are located well within the Abitibi Green Stone belt zone of the Superior geological Province. These orogenic structures also known as an“say-on-pay” ~~epithermal or mesothermal vein structure is considered a highly favorable geology for exploration of gold, platinum~~ and ~~palladium. There has been documented historical grades in the range of 5~~“say-~~30 g/T. Gold~~on-~~bearing veins exhibit variable enrichments of As, B, Bi, Hg, Sb, Te, W~~frequency;” ~~Cu, Pb~~ and ~~Zn.~~

~~The~~• ~~Highland~~disclose ~~Gold~~certain ~~2 property~~executive ~~consists~~compensation ofrelated 14items ~~claim~~such ~~cells~~as ~~located~~the atcorrelation ~~GPS~~between ~~location~~executive ~~-78~~compensation 28and ~~26.879~~performance ~~49 21 16.693~~ and iscomparisons ~~in an ideal location for high favorability~~ of ~~orogenic~~the ~~gold,~~Chief ~~platinum~~Executive’s ~~and~~compensation ~~palladium. This location has opportunity for further expansion for additional claim staking~~ to ~~the east,~~median ~~west,~~employee ~~north and south~~compensation.

6In addition, Section 107 of the JOBS Act also provides that an emerging growth company can take advantage of the extended transition period provided in Section 7(a)(2)(B) of the Securities Act of 1933, as amended (the “Securities Act”) for complying with new or revised accounting standards. In other words, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected to take advantage of the benefits of this extended transition period. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

~~The~~We ~~Highland~~will ~~Gold~~remain ~~property~~an “emerging ~~location~~growth ~~was~~company” ~~chosen~~ for ~~its~~up ~~lithology~~to ~~and~~five ~~geology.~~years, ~~Recent~~or ~~studies~~until bythe earliest of (i) the ~~Ministère~~last ~~des~~day ~~Ressources~~of ~~naturelles~~the etfirst defiscal layear ~~Faune~~in which our total ~~identified~~annual ~~significant~~gross ~~mineralized~~revenues ~~zones~~exceed in$1 billion, (ii) the ~~region.~~date ~~Our~~that ~~decision~~we tobecome ~~stake~~a “large accelerated filer” as defined in ~~this~~Rule 12b-2 ~~region~~under isthe ~~further~~Exchange ~~supported~~Act, bywhich would occur if the ~~presence~~ market value of ~~some~~our ordinary shares that is held by non-affiliates exceeds $700 million as of the ~~biggest~~last ~~gold~~business ~~mining~~day ~~companies~~of inour ~~Quebec~~most ~~such~~recently ascompleted ~~Bold~~second ~~Ventures~~fiscal ~~Inc~~quarter toor (iii) the ~~east,~~date ~~Enterprises~~on ~~Minieres~~which ~~Globex~~we ~~Inc to~~have ~~the~~issued ~~northeast~~more ~~and~~than ~~Explo~~$1 billion in non-~~Zinc~~convertible ~~Inc~~debt toduring the ~~northeast~~preceding three year period.

~~Lake~~Item ~~View~~1A. Risk Factors

~~The~~We ~~Lake~~are ~~View~~a ~~gold project~~smaller ~~is located in the Regional county of Abitibi 55 kilometers northwest of Amos Quebec in the prolific Abitibi Greenstone~~reporting ~~Belt.~~company ~~The~~and, ~~Lake~~accordingly, ~~view~~we ~~claim is owned 100% by Canwealth Minerals Corporation. It is comprised of 64 claim cells totaling 3622 hectares or 8951 acres. The 64 claim cells~~ are ~~located~~not ~~well~~required ~~within~~to ~~the~~provide ~~Abitibi Green Stone belt zone of~~ the ~~Grenville~~information ~~orogeny.~~required ~~This~~by ~~VMS (Volcanogenic~~this ~~massive sulfide) formation is considered a highly favorable site for exploration for gold, silver, copper, nickel and PGE (platinum group elements)~~Item.

~~The~~Item ~~Lake View property consists of 64 claim cells located at GPS location -78 33 15~~1B.~~006~~ 48Unresolved 54Staff 30.003 and is highly favorability for porphyry (Copper-gold-molybdenum) deposits and orogenic gold, platinum and palladium and VMS (volcanogenic massive sulfide) deposits. This location has opportunity for further expansion for additional claim staking to the south and east.Comments

~~The~~Not ~~Lake View property location was chosen for its lithology and geology~~applicable. Recent studies by the Ministère des Ressources naturelles et de la Faune identified significant mineralized zones in the region. Our decision to stake in this region is further supported by the presence of some of the biggest gold mining companies in Quebec such as Visible Gold Inc to the west, Sementiou to the north and Entreprises Minieres Globex Inc to the south.

~~Shadow~~Item ~~Mountain~~2. Properties

~~The~~We ~~Shadow~~currently ~~Mountain~~hold 165 ~~project~~mining isclaims ~~located~~that inwe ~~the~~intend ~~Township~~to ofexplore ~~Ripon.~~with ~~The~~respect ~~Shadow~~to ~~Mountain~~five ~~claim~~mining isproperties ~~owned~~in ~~100%~~Canada by– ~~Canwealth~~Highland ~~Minerals~~Gold, ~~Corporation.~~Lake ItView, ~~is comprised~~Shadow ofMountain, 90Shining ~~claim~~Star ~~cells~~and ~~totaling~~Winsome ~~5400~~Lake. ~~hectares~~Annex A orto ~~13344~~the ~~acres.~~Form ~~The~~S-1 90Registration ~~claim~~Statement ~~cells~~filed ~~are~~by ~~located~~the ~~well~~Company ~~within~~with athe ~~VMS~~SEC on ~~(Volcanogenic~~January ~~massive sulphide)~~13, ~~zone~~2015 ofsets forth the ~~Grenville~~mining ~~orogeny.~~claim ~~This~~numbers ~~geological~~with ~~formation~~respect isto ~~considered~~each aof ~~highly~~our ~~favorable~~properties, ~~site~~as ~~for~~well ~~exploration~~as ~~for~~the ~~gold,~~area and expiration ~~silver,~~date ~~copper,~~of ~~nickel,~~each ~~PGE~~mining ~~(platinum~~claim. ~~group~~All ~~elements)~~of ~~and~~these ~~REE~~mining claims are 100% owned by Canwealth.

~~The~~Each ~~Shadow~~of ~~Mountain property~~our five mineral properties is located atin ~~GPS~~the mineral-75rich Abitibi 10Greenstone ~~7.841~~Belt 45zone 45of 35the Grenville orogeny in southern Quebec, Canada.~~402~~ ~~and~~The ~~within~~Grenville orogeny was a ~~few~~long-lived ~~kilometers~~Mesoproterozoic (circa to1250-980 million years) mountain-building event associated with the ~~northeast~~assembly of ~~Atocha~~the ~~Resources~~supercontinent ~~Inc~~Rodinia. ~~and~~It tois a prominent ~~the~~orogenic ~~west~~belt which spans a significant portion of ~~Standard~~the ~~Graphite~~North ~~Corp~~American continent, from Labrador to Mexico. This orogenic geological structure is considered a highly favorable site for the exploration of minerals.

7Table of Contents 6

~~Shining~~Each ~~Star~~of our properties is accessible by all-terrain vehicle from a nearby road. There is currently no infrastructure at any of our properties and, accordingly, resources such as power and water must be brought to the properties by portable means. Our properties were visited by our former president, though our current management has not personally visited any of the properties.

~~The~~Our ~~Shining~~business ~~Star project~~activities isto ~~located~~date inhave ~~the~~involved ~~Township~~only ofthe ~~Sainte-Dominique-du-Rosaire,~~acquisition ~~north~~ of ~~Amos~~mining ~~Quebec~~claims inand ~~the~~conducting ~~prolific~~assay ~~Abitibi~~testing ~~Greenstone~~on ~~Belt~~surface samples. ~~The~~Surface ~~Shining~~samples were ~~Star~~taken ~~claim~~from israndom ~~owned~~locations ~~100%~~on bythe ~~Canwealth~~Lake ~~Minerals~~View ~~Corporation.~~and ItShadow isMountain ~~comprised~~properties ofin 24May ~~claim~~2011 ~~cells~~and ~~totaling~~assay ~~1440~~testing ~~hectares~~was orconducted ~~3560~~on ~~acres.~~some ~~The~~of 24these ~~claim~~samples. ~~cells~~Although surface samples are ~~located~~generally ~~well~~drained ~~within~~by weather and the ~~Abitibi~~mineral ~~Green~~content ~~Stone~~in ~~belt~~such ~~zone~~samples ofis typically low, the ~~Grenville~~assay ~~orogeny.~~reports ~~This~~with ~~geological~~respect ~~formation is~~to ~~considered~~these asamples ~~highly~~indicated ~~favorable~~traces ~~site~~of ~~for~~various ~~exploration~~elements ~~for~~such as gold, silver, copper, ~~nickel~~REE and other ~~PGE~~minerals on these properties.

~~The~~Our ~~Shining~~current ~~Star~~proposed ~~property~~program is ~~located~~exploratory atin ~~GPS~~nature. ~~location~~Accordingly, ~~-78~~the 40properties ~~15.027~~currently 48are 51without 30known reserves.~~015~~ ~~and~~We isdo innot ancurrently ~~ideal~~have ~~location~~detailed plans of ~~orogenic~~our ~~gold~~intended ~~deposits.~~exploration ~~This~~of ~~location~~the ~~has opportunity~~properties, ~~for~~as ~~further~~our ~~expansion~~exploration program for ~~additional~~each ~~claim~~property ~~staking~~will tonot be known until our exploration team, led by our mining engineer and chief geologist, conducts a comprehensive sampling and analysis (including a review of the ~~north~~topography and ~~west~~history) of each property.

~~The~~Highland Shining Star property location was chosen for its lithology and geology. Recent studies by the Ministère des Ressources naturelles et de la Faune identified significant mineralized zones in the region. Our decision to stake in this region is further supported by the presence of some of the biggest gold mining companies in Quebec such as Visible Gold ~~Mines Inc and Diagnos Inc Tres-or Resources Ltd.~~

CanWealth Minerals Highland Gold Google Map

~~Winsome~~The ~~Lake~~Highland Gold property is located in the Townships of Poirier and Dalet, approximately 78 kilometers north of Amos, Quebec. The Highland Gold property is located in the prolific Abitibi Greenstone Belt zone of the Superior geological province. The Abitibi Greenstone Belt is one of the largest greenstone belts in the world, developed during the Archean period (3.8-2.5 Ga (billion years)). This orogenic geological structure, also known as an epithermal or mesothermal vein structure, is considered a highly favorable site for the exploration of gold.

~~The~~In ~~Winsome~~contrast ~~Lake~~to ~~project is~~Proterozoic ~~located~~rocks, inArchean ~~the~~rocks ~~Township~~are ofoften ~~Antoine~~heavily metamorphized deep-~~Labelle.~~water ~~The~~sediments, ~~Winsome~~such ~~Lake~~as ~~claim~~greywacke, ismudstone, ~~owned~~volcanic ~~100%~~sediments byand ~~Canwealth~~banded ~~Minerals~~iron ~~Corporation.~~formations Itand ismay ~~comprised~~contain a variety of 18base ~~claim~~metals ~~cells~~and ~~totaling~~REE. ~~1060~~Greenstone ~~hectares~~belts orare ~~2620~~typical ~~acres.~~Archean ~~The~~formations, 18consisting ~~claim~~of ~~cells~~alternating ~~are~~units ~~located~~of ~~well~~metamorphosed mafic ~~within~~igneous aand ~~VMS~~sedimentary ~~(Volcanogenic~~rocks. ~~massive sulphide)~~The ~~zone~~meta-igneous ofrocks were derived from volcanic island arcs, while the ~~Grenville~~metasediments ~~orogeny.~~represent deep-sea ~~This~~sediments ~~geological~~eroded ~~formation~~from isthe ~~considered~~neighboring aisland ~~highly~~arcs ~~favorable~~and ~~site~~deposited ~~for~~in ~~exploration~~a ~~for~~forearc ~~gold, silver,~~basin. ~~copper,~~Greenstone ~~nickel,~~belts ~~PGE~~represent ~~and~~sutures between ~~REE~~protocontinents.

~~The~~Table ~~Winsome Lake property is located at GPS -78 39 14.98 46 49 0.01 and is fully accessible by gravel and ATV roads. The claim is located within a few kilometers to the north~~ of ~~Consolidated~~Contents ~~Thompson (Formerly Quinto Mining Corp) iron mine.~~7

~~Item~~The 3Highland Gold property were chosen for their lithology and geology. ~~Legal~~ ~~Proceedings~~The distinct tectonic events that occurred in this region host a variety of orogenic gold deposits across the Province of Quebec. Recent studies by the Ministère des Ressources naturelles et de la Faune (Ministry of Natural Resources and Wildlife (Quebec)), or the MNRW, identified significant mineralized zones in this region. Based on these studies, we believe that the Highland Gold property is an ideal location for porphyry (Copper-gold-molybdenum) deposits and orogenic gold and VMS (volcanogenic massive sulfide) deposits. The location of the Highland Gold property presents opportunities for further expansion to surrounding areas.

~~There~~The ~~are~~work noto ~~material~~be performed ~~pending~~with ~~legal~~respect ~~proceedings, other than ordinary routine litigation incidental~~ to the ~~business,~~Highland toGold ~~which~~property ~~the Company or any of its subsidiaries~~ is aexploratory ~~party~~in ornature. ofAccordingly, ~~which~~the ~~any of their~~ property currently is ~~the~~without ~~subject~~known mineral reserves.

~~Item~~Lake ~~4. Mine Safety Disclosures~~View

CanWealth Minerals Lake View Google Map

~~Not~~The ~~applicable~~Lake View property is located in the regional county of Abitibi, 55 kilometers northwest of Amos, Quebec in the prolific Abitibi Greenstone Belt. The Lake View property was chosen for its lithology and geology. Recent studies by the MNRW identified significant mineralized zones in the region. Based on these studies and the results of the assay testing conducted on surface samples taken from this property, we believe that the Lake View property is highly favorable for the exploration of porphyry (Copper-gold-molybdenum) deposits and orogenic gold, platinum and palladium and VMS (volcanogenic massive sulfide) deposits, and presents opportunities for expansion to the south and east.

~~PART~~The IIwork to be performed with respect to the Lake View property is exploratory in nature. Accordingly, the property currently is without known mineral reserves.

~~Item~~Table ~~5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases~~ of ~~Equity~~Contents ~~Securities~~8

~~There~~Shadow ~~is currently no public market for the Company's securities.~~Mountain

~~Following~~The aShadow ~~business~~Mountain ~~combination,~~project is alocated ~~target company~~in ~~will~~the ~~normally~~Township ~~wish~~of toRipon, ~~cause~~well ~~the~~within ~~Company's~~a ~~common~~VMS ~~stock~~zone toof ~~trade~~the inGrenville ~~one~~orogeny. orThis ~~more~~geological ~~United~~formation ~~States~~is ~~securities~~considered a ~~markets.~~highly ~~The~~favorable ~~target company~~site ~~may~~for ~~elect~~exploration tofor ~~take~~gold, ~~the~~silver, ~~steps~~copper, ~~required~~nickel, ~~for~~PGE ~~such~~(platinum ~~admission~~group toelements) ~~quotation~~and ~~following~~REE, a point corroborated by the ~~business~~assay ~~combination~~testing orconducted aton ~~some~~surface ~~later time~~samples taken from this property.

8The work to be performed with respect to the Shadow Mountain property is exploratory in nature. Accordingly, the property currently is without known mineral reserves.

AtShining ~~such time as it qualifies, the Company may choose to apply for quotation of its securities on the OTC Bulletin Board.~~Star

~~The~~Table ~~OTC~~of ~~Bulletin~~Contents ~~Board is a dealer-driven quotation service.~~9

~~Unlike~~The Shining Star property is located in the ~~Nasdaq~~Township ~~Stock~~of ~~Market~~Sainte-Dominique-du-Rosaire, ~~companies cannot~~north ~~directly~~of ~~apply~~Amos toQuebec bein ~~quoted~~the onprolific Abitibi Greenstone belt zone of the ~~OTC~~Grenville ~~Bulletin~~orogeny. ~~Board,~~The ~~only~~Shining ~~market~~Star ~~makers~~property ~~can~~location ~~initiate~~was ~~quotes,~~chosen for its lithology and ~~quoted~~geology. ~~companies~~This dogeological ~~not~~formation ~~have~~is toconsidered ~~meet~~a ~~any~~highly ~~quantitative~~favorable ~~financial~~site ~~requirements.~~for ~~Any~~exploration ~~equity~~for ~~security~~gold, ofsilver, acopper, ~~reporting~~nickel ~~company~~and ~~not~~PGE, ~~listed~~and onwe ~~the~~believe ~~Nasdaq~~that ~~Stock~~the Shining ~~Market~~Star orproperty onis ain ~~national~~an ~~securities~~ideal ~~exchange~~location isof ~~eligible~~orogenic gold deposits. This location presents opportunities for further expansion to the north and west.

AsThe ~~such~~work ~~time~~to asbe itperformed with ~~qualifies,~~respect to the ~~Company may~~Shining ~~choose~~Star toproperty ~~apply~~is ~~for~~exploratory ~~quotation~~in ofnature. ~~its~~Accordingly, ~~securities~~the onproperty ~~the~~currently ~~Nasdaq~~is ~~Capital~~without ~~Market~~known mineral reserves.

InWinsome general there is greatest liquidity for traded securities on the Nasdaq Capital Market and less on the OTC Bulletin Board. It is not possible to predict where, if at all, the securities of the Company will be traded following a business combination.Lake

CanWealth Minerals Winsome Lake Google Map

~~Since~~The ~~inception~~Winsome Lake project is located in the Township of Antoine-Labelle, well within a VMS zone of the ~~Company~~Grenville ~~has~~orogeny. ~~sold~~This ~~securities~~geological formation is considered ~~which~~a ~~were~~highly ~~not~~favorable ~~registered~~site asfor ~~follows:~~exploration for gold, silver, copper, nickel, PGE and REE.

OnThe ~~February~~work ~~27,~~to ~~2010~~be performed ~~(inception),~~with ~~the~~respect ~~Company issued 6,350,000 shares of common stock~~ to 43the ~~individual~~Winsome ~~shareholders~~Lake atproperty anis ~~average~~exploratory ~~price of $0.00317 per share for cash~~ in ~~the amount of $20,100~~nature. ~~On the same date~~Accordingly, the ~~Company~~property ~~issued~~currently ~~250,000~~is ~~shares~~without ofknown ~~common stock as payment for~~mineral ~~legal and consulting services at $0~~reserves.~~00317 per share for a total value of $793.~~

OnThe ~~February~~Company ~~11,~~does ~~2013,~~not own ~~subsequent~~any toreal ~~the~~property, ~~period~~and ~~covered~~leases ~~under~~its ~~this~~principal ~~Report,~~executive ~~44,169,231~~office ~~shares~~located ~~were~~at ~~issued~~1376 toPerrot ~~two~~Boulevard, ~~entities~~Ile asPerrot, ~~part~~Quebec, ofCanada ~~the Merger Agreement~~J7V 7P2.

WeItem do3. ~~not~~Legal ~~have an equity compensation plan in effect as of the date hereof.~~Proceedings

~~Item~~There ~~6. Selected~~are ~~Financial~~no ~~Data~~material pending legal proceedings to which we or our subsidiary is a party or of which any of our, or our subsidiary’s, property is the subject.

~~There~~Item is4. noMine ~~selected~~Safety ~~financial data required to be filed for a smaller reporting company.~~Disclosures

~~Item~~Not 7applicable. ~~Management's Discussion and Analysis of Financial Condition and Results of Operations~~

9Table of Contents 10

~~FORWARD-LOOKING~~PART ~~STATEMENTS~~II

~~This~~Item ~~Annual Report on Form 10-k, includes forward-looking statements~~5. ~~These~~Market ~~forward~~for ~~looking statements are based on our management’~~Registrant's ~~current expectations~~Common ~~and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases~~Equity, ~~you~~Related ~~can~~Stockholder ~~identify~~Matters forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the negative of these terms or other comparable terminology. You should read statements that contain these words carefully, because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our revenues and ~~financial~~Issuer ~~performance;~~Purchases risks associated with product development and technological changes; the acceptance our products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that the occurrence of ~~any~~Equity of the events described in this Annual Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Annual Report to conform these statements to actual results.Securities

~~RESULTS~~There OFis ~~OPERATIONS~~currently ~~FOR~~no public ~~THE~~market ~~THREE~~for ~~MONTHS~~the Company's securities. In December 2013, the Company’s Registration Statement on Form S-1 registering ~~ENDED~~15,000,000 ~~DECEMBER~~shares of the Company’s common stock was declared effective by the SEC, ~~2012~~however, ~~AND~~no ~~2011~~shares have been sold pursuant to the Company’s registration statement yet.

~~The~~At ~~Company~~such ~~has~~time ~~received no~~as ~~income~~it ~~and~~qualifies, the ~~has~~Company ~~incurred~~may ~~operating~~choose ~~expenses~~to apply for ~~general~~quotation ~~corporate~~of ~~upkeep~~its ~~and~~securities ~~accounting~~on ~~fees.~~the ~~Operations~~OTC ~~will~~Bulletin ~~likely~~Board, ~~remain~~a ~~similar~~dealer-driven quotation service. ~~until~~Unlike the ~~Company~~Nasdaq ~~transacts~~Stock aMarket, ~~business~~companies ~~combination.~~cannot ~~Since~~directly ~~there~~apply isto ~~minimal~~be ~~cash~~quoted on ~~hand~~the OTC Bulletin Board; only market makers can initiate quotes, ~~the~~and ~~Company~~quoted ~~will~~companies bedo ~~reliant~~not onhave ~~the~~to ~~additional~~meet any quantitative financial requirements. Any equity security of a reporting ~~capital~~company ~~from~~not ~~existing~~listed ~~shareholders~~on the Nasdaq Stock Market or ~~will~~on ~~need~~a tonational ~~issue~~securities ~~more~~exchange ~~shares~~is eligible to ~~continue~~be asquoted aon ~~going~~the ~~concern~~OTC Bulletin Board.

~~General~~As ~~and administrative~~such ~~expenses~~time ~~during~~as it qualifies, the ~~three~~Company ~~months~~may ~~ended~~choose ~~December~~to ~~31,~~apply ~~2012~~for ~~totaled~~quotation ~~$3,180~~of ~~compared~~its tosecurities ~~$3,540~~on the Nasdaq Stock Market. In general there is greatest liquidity for traded securities on the ~~three months~~Nasdaq ~~ended~~Capital ~~December~~Market ~~31,~~and ~~2011.~~less ~~The~~on ~~decrease~~the ~~resulted~~OTC ~~from~~Bulletin ~~fewer~~Board. ~~professional~~It ~~fees~~is ~~incurred~~not ~~related~~possible to ~~our~~predict ~~public~~where, ~~filing~~if ~~obligations~~at all, the securities of the Company will be traded in the future.

OnAs ~~August~~of 10November 30, ~~2012~~2014, ~~the~~there ~~Company~~were ~~entered~~65 ~~into~~holders anof ~~Agreement~~record ~~and Plan~~ of ~~Merger~~our ~~with~~common ~~Canwealth Minerals Corporation~~stock, aand ~~Delaware~~there ~~corporation.~~have ~~The~~been ~~transaction was~~no ~~closed~~further onissuances ~~February~~of ~~11,~~our ~~2013,~~common instock ~~the~~since ~~period~~that ~~subsequent to this Annual Report~~date. To ~~With the merger becoming effective~~date, ~~the~~no ~~Company has~~dividends ~~had~~have abeen ~~material~~declared ~~change~~with ~~that~~respect ~~includes~~to aour ~~change~~common ~~in control and material business operations~~stock.

~~RESULTS~~We OFdo ~~OPERATIONS~~not ~~FOR~~have ~~THE~~an ~~YEARS ENDED~~equity ~~DECEMBER~~compensation ~~31,~~plan ~~2012~~in ~~AND~~effect ~~2011~~as of the date hereof.

~~The~~During ~~Company~~the ~~has~~period ~~received~~covered noby ~~income~~this ~~and~~Annual ~~has~~Report, ~~incurred operating expenses for general corporate upkeep and accounting fees. Operations will likely remain similar until~~ the Company ~~transacts~~sold aequity ~~business~~securities ~~combination.~~that ~~Since~~were ~~there~~not isregistered ~~minimal~~under ~~cash on hand,~~ the ~~Company~~Securities ~~will~~Act ~~be reliant on the additional capital from existing shareholders or will need to issue more shares to continue~~ as ~~a going concern.~~follows:

~~General~~On ~~and~~February ~~administrative~~11, 2013, ~~expenses~~upon ~~for~~consummation of the ~~year~~merger ~~ended~~contemplated ~~December~~by 31the Merger Agreement dated August 10, 2012 ~~totaled~~among ~~$11~~USG1,~~792~~ ~~compared~~Canwealth toDelaware ~~$9,296~~and Kimi ~~for~~Royer ~~the~~(as ~~year~~representative ~~ended~~of ~~December~~the 31USG1 stockholders), ~~2011.~~44,169,231 ~~The~~unregistered ~~increase resulted~~shares ~~primarily~~of ~~from~~our ancommon ~~increase~~stock were issued to the stockholders of Canwealth Delaware in ~~business~~exchange ~~taxes~~for astheir ~~well~~shares asof anCanwealth ~~increase~~Delaware. inOur ~~professional~~shares ~~fees~~of ~~incurred~~common ~~related~~stock towere ~~our~~so ~~public~~issued ~~company~~in ~~filing~~reliance ~~obligations~~on the exemption from the registration requirements of the Securities Act provided in Section 4(2) thereof.

10Item 6. Selected Financial Data.

OnWe ~~August~~are ~~10,~~a ~~2012, the~~smaller ~~Company~~reporting ~~entered~~company ~~into an Agreement~~ and, ~~Plan of Merger with Canwealth Minerals Corporation~~accordingly, awe ~~Delaware~~are ~~corporation.~~not ~~The transaction~~required ~~was~~to ~~closed~~provide ~~on February 11, 2013, in~~ the ~~period~~information ~~subsequent~~required toby this ~~Annual Report~~Item. ~~With the merger becoming effective, the Company has had a material change that includes a change in control and material business operations.~~

~~LIQUIDITY~~Item ~~AND~~7. ~~CAPITAL~~Management's ~~RESOURCES~~Discussion and Analysis of Financial Condition and Results of Operations

AsTable of ~~December~~Contents ~~31, 2012, we had working capital deficit of $8,521 and minimal cash on hand.~~11

~~Net~~FORWARD-LOOKING ~~cash provided by financing activities during the year ended December 31, 2012 was $5,750, which was solely contributed by shareholders.~~STATEMENTS

NoThis ~~shares~~Annual ~~were~~Report ~~sold~~on ~~during~~Form 10-K, includes forward-looking statements. These forward looking statements are based on our management’s current expectations and beliefs and involve numerous risks and uncertainties that could cause actual results to differ materially from expectations. In some cases, you can identify forward-looking statements by terminology such as "may," "should," "expects," "plans," "anticipates," "believes," "estimates," "predicts," "potential," "proposed," "intended," or "continue" or the ~~year~~negative ~~ended~~of ~~December~~these 31terms or other comparable terminology. You should read statements that contain these words carefully, ~~2012~~because they discuss our expectations about our future operating results or our future financial condition or state other "forward-looking" information. Many factors could cause our actual results to differ materially from those projected in these forward-looking statements, including but not limited to: variability of our revenues and financial performance; risks associated with product development and technological changes; the acceptance our products in the marketplace by existing and potential future customers; general economic conditions. You should be aware that the occurrence of any of the events described in this Annual Report could substantially harm our business, results of operations and financial condition, and that upon the occurrence of any of these events, the trading price of our securities could decline. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, growth rates, levels of activity, performance or achievements. We are under no duty to update any of the forward-looking statements after the date of this Annual Report to conform these statements to actual results.

WeResults ~~have~~of not yet recognized revenues from our operations. As a result, our current cash position is not sufficient to fund our cash requirements during the next twelve months, including operations and capital expenditures.Operations

~~Current~~Comparison ~~assets consisted~~ of ~~cash~~Results of ~~$82~~Operations ~~as of December 31, 2012. We will be reliant upon additional paid-in capital from shareholders, shareholder loans,~~for ~~private placements or public offerings of equity to fund our operations. We have secured no sources of loans. We had negative cash flow from operations and no revenues during~~ the ~~year~~Years ~~ended~~Ended December 31, ~~2012.~~2014 and 2013

~~OFF-BALANCE~~We ~~SHEET~~have ~~ARRANGEMENTS~~received no income and have incurred operating expenses for general corporate overhead and accounting fees. Since there is minimal cash on hand, we will be reliant on the additional capital from existing shareholders or will need to issue more shares to continue our business plan.

~~There~~The ~~are~~Company ~~no off-balance~~sustained ~~sheet~~a ~~arrangements~~net ~~that~~loss ~~have~~of or$258,303 ~~are~~for ~~reasonably~~the ~~likely~~year toended ~~have~~December ~~a current or future effect on our financial condition~~31, ~~changes~~2014 ~~in financial~~as ~~condition,~~compared ~~revenues~~to ora ~~expenses,~~net ~~results~~loss of ~~operations~~$103,012 ~~liquidity,~~for ~~capital~~the ~~expenditures~~year orended ~~capital resources~~December 31, ~~that is material to investors~~2013.

~~INFLATION~~General and administrative expenses for the year ended December 31, 2014 totaled $254,895 as compared to $102,248 for the year ended December 31, 2013. The increase in general and administrative expenses was primarily due to the accrual of management compensation, and also reflects an increase in the legal and professional fees incurred.

WeTable doof ~~not~~Contents ~~believe our business and operations have been materially affected by inflation.~~12

~~CRITICAL~~The ~~ACCOUNTING~~following ~~POLICIES~~chart ~~AND~~summarizes operating ~~ESTIMATES~~expenses and other income and expenses for the years ended December 31, 2014 and 2013:

Financial Reporting Release No. 60, published by the SEC, recommends that all companies include a discussion of critical accounting policies used in the preparation of their financial statements. While all these significant accounting policies impact our consolidated financial condition and results of operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have the most significant impact on our consolidated financial statements and require management to use a greater degree of judgment and estimates. Actual results may differ from those estimates.


	For the year ended December 31, 2014			For the year ended December 31, 2013
Revenue	$	—		$	—
OPERATING EXPENSES:
Selling, general and administrative		254,895			102,248
Total operating expenses		254,895			102,248

Loss from operations		(254,895	)		(102,248	)

OTHER INCOME (EXPENSE):
Interest expense		(3,408	)		(764	)

Loss before provision for income taxes		(258,303	)		(103,012	)
Provision for income taxes :
Current		—			—
Deferred		—			—
Total income taxes		—			—

NET LOSS	$	(258,303	)	$	(103,012	)
Foreign currency translation adjustment		26,507			12,338

Comprehensive loss	$	(231,796	)	$	(90,674	)

11Liquidity and Capital Resources

WeThe ~~believe~~accompanying audited consolidated financial statements have been prepared on a basis that ~~given~~assumes the Company will continue as a going concern. As ~~current~~of ~~facts~~December ~~and~~31, ~~circumstances~~2014, itthe isCompany ~~unlikely~~had ~~that~~a ~~applying~~deficit ~~any~~accumulated ~~other~~of ~~reasonable~~$571,282 ~~judgments~~and orhas ~~estimate~~incurred ~~methodologies~~significant ~~would~~operating ~~cause~~losses and negative acash ~~material~~flows. ~~effect~~The onCompany ~~our~~sustained ~~consolidated~~a ~~results~~net loss of ~~operations~~$258,303 ~~financial~~for ~~position~~the oryear ~~liquidity~~ended December 31, 2014 as compared to a net loss of $101,417 for the ~~periods~~year ~~presented~~ended inDecember ~~this report~~31, 2013.

~~Our~~We ~~critical~~have ~~accounting~~not ~~policies~~yet ~~are~~recognized revenues asfrom our operations. The Company will need additional financing which may take the form of equity or debt. In the event ~~follows:~~that the Company is not able to increase its working capital, the Company will not be able to implement or may be required to delay all or part of its business plan, and the Company’s ability to attain profitable operations, generate positive cash flows from operating and investing activities and materially expand the business will be materially adversely affected. The accompanying audited condensed consolidated financial statements do not include any adjustments relating to the classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the company be unable to continue in existence.

~~Use~~To date we have paid, by cash or promissory note, approximately CAD31,000 to acquire (and in some cases re-acquire) our mining claims, and we expect to pay at least an additional CAD198,000 in the aggregate on mandated exploration costs with respect to our 165 current mining claims that we intend to explore. We expect our material commitments for capital expenditures in the foreseeable future to relate to securing and maintaining mining claims, and the exploration of ~~Estimates~~our mining properties. Beyond the commitments mentioned above, we will not know the extent of our future material commitments until our exploration team is engaged and develops our business plan.

~~The~~Table ~~preparation~~ of ~~financial~~ ~~statements~~Contents in conformity with generally accepted accounting principles in the Unites 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 revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates.13

~~Share~~Off-Balance ~~Based~~Sheet ~~Payments~~Arrangements

~~The~~There ~~Company~~are ~~accounts~~no off-balance ~~for~~sheet ~~its~~arrangements ~~stock~~that ~~based~~have ~~compensation~~or ~~under~~are ~~ASC~~reasonably ~~718~~likely ~~“Compensation~~to –have ~~Stock~~a ~~Compensation”~~current ~~using~~or ~~the~~future ~~fair~~effect ~~value based method. Under this method, compensation cost is measured at the grant date based~~ on ~~the~~our ~~value~~financial ~~of the award and is recognized over the service period~~condition, ~~which~~changes ~~is usually the vesting period. This guidance establishes standards for the accounting for transactions~~ in ~~which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs~~ ~~liabilities~~financial incondition, ~~exchange~~revenues ~~for goods~~ or ~~services~~expenses, ~~that~~results ~~are based on the fair value~~ of ~~the~~operations, ~~entity’s~~liquidity, ~~equity~~capital ~~instruments~~expenditures or ~~that may~~capital ~~be settled by the issuance of those equity instruments. To date~~resources, ~~the~~that ~~Company has not adopted a stock option plan nor granted~~is ~~any~~material ~~stock~~to ~~options~~investors.

~~Income Taxes~~Inflation

~~Income~~We ~~taxes~~do ~~are~~not ~~accounted for~~believe ~~under the assets and liabilities method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences~~our ~~attributable~~business ~~to differences between the financial statement carrying amounts of existing assets~~ and ~~liabilities~~operations ~~and~~have ~~their~~been ~~respective tax~~materially ~~bases~~affected ~~and~~by ~~operating loss and tax credit carry forwards~~inflation. ~~Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.~~

~~Recently~~Critical ~~Issued~~ Accounting ~~Pronouncements~~Policies

~~The~~Financial ~~Company~~Reporting ~~has adopted~~Release No. 60, published by the SEC, recommends that all ~~recently~~companies ~~issued~~include a discussion of critical accounting ~~pronouncements.~~policies ~~The~~used ~~adoption~~in the preparation of ~~the~~their financial statements. While all these significant accounting ~~pronouncements,~~policies ~~including~~impact ~~those~~our ~~not~~consolidated ~~yet~~financial ~~effective,~~condition and isresults ~~not~~of ~~anticipated~~operations, we view certain of these policies as critical. Policies determined to be critical are those policies that have athe ~~material~~most ~~effect~~significant impact on ~~the~~our consolidated financial ~~position~~statements orand ~~results~~require ofmanagement ~~operations~~to use a greater degree of ~~the~~judgment and ~~Company~~estimates. Actual results may differ from those estimates.

12We believe that given current facts and circumstances, it is unlikely that applying any other reasonable judgments or estimate methodologies would cause a material effect on our consolidated results of operations, financial position or liquidity for the periods presented in this report.

~~Financial~~As ~~Statement~~an ~~Presentation~~“emerging growth company,” we have elected to opt-in to the extended transition period for new or revised accounting standards. As a result, our financial statements may not be comparable to those of companies that comply with public company effective dates.

~~The~~Our ~~Company’s financial~~critical ~~statements are prepared using generally accepted~~ accounting ~~principles in the United States of America applicable to~~ apolicies ~~going~~are concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.follows:

~~MANAGEMENT’S~~Revenue ~~PLAN TO CONTINUE AS A GOING CONCERN~~Recognition

InThe ~~order~~Company towill ~~continue~~recognize asrevenue ain ~~going~~accordance ~~concern,~~with ~~the~~Accounting ~~Company~~Standards ~~will~~Codification ~~need~~subtopic 605-10, ~~among~~Revenue ~~other~~Recognition ~~things,~~(“ASC ~~additional~~605-10”) ~~capital~~which requires ~~resources.~~that ~~Management’s~~four ~~plans~~basic tocriteria ~~obtain such~~must ~~resources~~be ~~for~~met ~~the~~before ~~Company~~revenue ~~include~~can be recognized: (1) ~~obtaining~~persuasive ~~capital~~evidence ~~from~~of an arrangement exists; (2) delivery has occurred; (3) the ~~sale~~selling ofprice ~~its~~is ~~securities,~~fixed and determinable; and (24) ~~short-term~~collectability ~~borrowings~~is ~~from~~reasonably assured. Determination ~~shareholders~~of orcriteria ~~related~~(3) ~~party~~and ~~when~~(4) ~~needed.~~are ~~However,~~based on management's ~~cannot~~judgments ~~provide~~regarding ~~any~~the ~~assurance~~fixed ~~that~~nature of the ~~Company~~selling ~~will~~prices beof ~~successful~~the products delivered inand ~~accomplishing~~the ~~any~~collectability of ~~its~~those ~~plans~~amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

~~The~~ASC ~~ability~~605-10 ~~of the~~incorporates ~~Company~~Accounting toStandards ~~continue~~Codification assubtopic a605-25, ~~going~~Multiple-Element ~~concern~~Arraignments is(“ASC ~~dependent~~605-25”). ~~upon~~ASC ~~its~~605-25 ~~ability~~addresses accounting tofor ~~successfully~~arrangements ~~accomplish~~that may involve the ~~plans~~delivery ~~described~~or inperformance ~~the~~of ~~preceding paragraph~~multiple products, services and/or ~~eventually~~rights ~~secure~~to ~~other~~use ~~sources~~assets. There was no effect of ~~financing~~implementing ASC 605-25 on the Company's financial position and ~~attain~~results ~~profitable~~of operations.

~~Our~~Use ~~independent~~of registered public accounting firm’s report contains and explanatory paragraph which has expressed substantial doubt about our ability to continue as a going concern, which may hinder our ability to obtain future financing.Estimates

~~ITEM~~The ~~7A.~~preparation ~~QUANTITATIVE~~of ~~AND~~financial statements ~~QUALITATIVE~~in ~~DISCLOSURES~~conformity ~~ABOUT~~with ~~MARKET~~generally accepted accounting principles in the Unites States of America requires management to ~~RISK~~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 revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates.

~~This~~Table ~~item~~of isContents ~~not applicable to smaller reporting companies.~~14

~~Item~~Cash ~~8. Financial Statements~~ and ~~Supplementary~~Cash ~~Data~~Equivalent

The ~~financial~~Company ~~statements~~considers ~~for~~all ~~the~~highly ~~year~~liquid ~~ended~~investments ~~December~~purchased with an original maturity of three months or less to be cash equivalents. At December 31, ~~2012~~2014 ~~are~~and ~~attached~~2013, ~~hereto~~cash consists of a checking account.

~~Item~~Mine ~~9. Changes~~Exploration in and ~~Disagreements with Accountants on Accounting~~ ~~and~~Development ~~Financial Disclosure~~Costs

~~There~~The ~~were~~Company noaccounts ~~changes~~for inmine orexploration ~~disagreements~~costs in accordance with ~~accountants~~Accounting Standards Codification 930, Extractive Activities – Mining. All exploration expenditures are expensed as incurred. Mine development costs are capitalized until production, other than production incidental to the mine development process, commences and are amortized on ~~accounting~~a units of production method based on the estimated proven and ~~financial~~probable ~~disclosure~~reserves. Mine development costs represent costs incurred in establishing access to mineral reserves and include costs associated with sinking or driving shafts and underground drifts, permanent excavations, roads and tunnels. The end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Coal extracted during the ~~period~~development ~~covered~~phase byis ~~this~~incidental ~~report~~to the mine’s production capacity and is not considered to shift the mine into the production phase. Amortization of capitalized mine development is computed based on the estimated life of the mine and commences when production, other than production incidental to the mine development process, begins. From February 1, 2006 (date of inception) through December 31, 2014, the Company had not incurred any mine development costs.

~~The~~Mine ~~Board of Directors of the Company determined on April 11, 2013 to dismiss its then accountants, KCCW Accountancy Corp (“KCCW”).~~Properties

13The Company accounts for mine properties in accordance with Accounting Standards Codification 930, Extractive Activities-Mining. Costs of acquiring mine properties are capitalized by project area upon purchase of the associated claims. Mine properties are periodically assessed for impairment of value and any diminution in value. Our mining properties as of December 31, 2014 and December 31, 2013 are presented as intangible assets of $22,224 and $24,233, respectively. The Company had five mineral properties as of December 31, 2014.

During the period from February 27, 2010 (inception) through April 11, 2013, the Company had no disagreements on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure and the former accountant's report on the financial statements for the past two years and from February 27, 2010 (inception) through December 31, 2011 did not contain an adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, scope or accounting principles, except for the substantial doubt about the Company’s ability to continue as a going concern. The Company provided KCCW with a copy of this Current Report on Form 8Share-KBased prior to filing with the Securities and Exchange Commission (the “SEC”) and requested that KCCW furnish a letter addressed to the SEC stating whether or not KCCW agrees with the statements noted above. A copy of KCCW’s letter, dated April 11, 2013, is filed as Exhibit 16.1 to the Company’s current Report on Form 8-K, filed on April 12, 2013.Payments

~~Simultaneously~~The onCompany ~~April~~accounts 11for stock based compensation under Accounting Standards Codification 718, ~~2013~~Compensation – Stock Compensation, using the ~~Company~~fair ~~engaged~~value based method. Under this method, compensation cost is measured at the ~~accounting~~grant ~~firm~~date based on the value of ~~RBSM,~~the ~~LLP~~award ~~(“RBSM”),~~and ~~805~~is recognized ~~Third~~over ~~Avenue~~the service period, ~~Suite~~which ~~902~~is ~~New~~usually ~~York,~~the ~~New~~vesting ~~York~~period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. To date, ~~10022~~the Company has not adopted a stock option plan nor granted any stock options.

~~During~~Income the period from February 27, 2010 (inception) through April 11, 2013, the Company did not consult with RBSM regarding (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by RBSM, or (iii) any other matter that was the subject of a disagreement between us and our former auditor or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).Taxes

~~Item~~Income 9Ataxes are accounted for under the assets and liabilities method. ~~Controls~~ Deferred tax assets and ~~Procedures~~liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.

~~Pursuant~~Net toLoss ~~Rules adopted~~Per ~~by the Securities and Exchange Commission~~Share, ~~the~~basic ~~Company carried out an evaluation of the effectiveness of the design~~ and ~~operation~~ of its disclosure controls and procedures pursuant to Exchange Act Rules. This evaluation was done as of the end of the fiscal year under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, the Management believes that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.diluted

~~Management's~~The ~~Report~~Company has adopted Accounting Standards Codification subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and disclosure requirements of ~~Internal~~earning ~~Control~~per ~~over~~share ~~Financial~~information. ~~Reporting~~Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. There were no diluted shares as of December 31, 2014 and December 31, 2013.

~~The~~Table ~~Company is responsible for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15~~ of ~~the~~Contents Securities Exchange Act of 1934. The Company's sole officer, its president, conducted an evaluation of the effectiveness of the Company's internal control over financial reporting as of December 31, 2012, based on the criteria establish in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2012, based on those criteria. A control system can provide only reasonably, not absolute, assurance that the objectives of the control system are met and no evaluation of controls can provide absolute assurance that all control issues have been detected.15

14Derivative Instruments

~~This~~The ~~annual~~Company ~~report~~accounts ~~does~~for derivative ~~not~~instruments ~~include~~in ~~an attestation~~accordance ~~report~~with ofAccounting ~~our~~Standards ~~registered~~Codification 815, ~~public~~Derivatives ~~accounting~~and ~~firm~~Hedging ~~regarding~~(“ASC 815”), ~~internal~~which ~~control~~establishes ~~over~~accounting ~~financial~~and reporting. ~~Management’s report~~standards ~~was~~for ~~not~~derivative ~~subject~~instruments, toincluding ~~attestation~~certain byderivative instruments ~~our~~embedded ~~registered~~in ~~public~~other ~~accounting~~contracts, ~~firm~~and ~~pursuant~~for tohedging ~~temporary~~activities. ~~rules~~They ofrequire ~~the~~that ~~Securities~~an ~~and Exchange~~entity ~~Commission~~recognize ~~that~~all ~~permit~~derivatives usas either toassets ~~provide~~or ~~only~~liabilities ~~management’s~~in ~~report~~the inbalance ~~this~~sheet ~~Annual~~and ~~Report~~measure onthose ~~Form~~instruments ~~10-K~~at fair value.

~~Changes~~If certain conditions are met, a derivative may be specifically designated as a hedge, the objective of which is to match the timing of gain or loss recognition on the hedging derivative with the recognition of (i) the changes in ~~Internal~~the ~~Control~~fair ~~Over~~value ~~Financial~~of ~~Reporting~~the hedged asset or liability that are attributable to the hedged risk or (ii) the earnings effect of the hedged forecasted transaction. For a derivative not designated as a hedging instrument, the gain or loss is recognized in income in the period of change.

~~There~~As ~~have~~of ~~been~~December no31, ~~changes~~2014 and inDecember 31, 2013, the Company~~'s internal~~ ~~controls~~had ~~over~~not ~~financial~~engaged ~~reporting~~in ~~during~~any ~~its~~transactions ~~fourth~~that ~~fiscal~~would ~~quarter~~be ~~that~~considered ~~have~~derivative ~~materially~~instruments ~~affected,~~ or ~~are reasonably likely~~hedging ~~to materially affect, its internal control over financial reporting~~activities.

~~PART~~Fair ~~III~~Value of Financial Instruments

~~Item~~The Company's financial instruments, as defined by Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), include cash, accounts payable and convertible notes payable. ~~Directors~~ All instruments are accounted for on a historical cost basis, ~~Executive~~which, due ~~Officers~~to the short maturity of these financial instruments, approximates fair value at December 31, 2014 and ~~Corporate~~December ~~Governance;~~31, 2013.

~~The~~Accounting ~~Director~~Standards Codification 820, Fair Value Measurements and ~~Officer~~Disclosures of(“ASC 820”) defines fair value, establishes a framework for measuring fair value in accordance with generally accepted accounting principles, and expands disclosures about fair value measurements. ASC 820 establishes a three-tier fair value hierarchy which prioritizes the ~~Company~~inputs isused in measuring fair value as follows:

Name		Age		Positions and Offices Held
Garth McIntosh		67		President, Secretary, Director

Level 1: Observable inputs such as quoted prices in active markets;

~~Management~~Level of2: Inputs, other than the quoted ~~Company~~prices in active markets, that are observable either directly or indirectly; and

~~The~~Level ~~Company~~3: ~~has~~Unobservable ~~no full~~inputs ~~time employees. Subsequent to the period covered~~ in ~~this Annual Report, the USG1 and Canwealth Delaware completed a business~~ ~~combination,~~ which ~~led~~there tois alittle ~~change~~or inno ~~management~~market ~~of the Company. On February 11~~data, ~~2013,~~which ~~Kimi~~requires ~~Royer resigned as~~ the ~~Chief~~reporting ~~Executive Officer~~entity ~~and sole director, and Garth McIntosh was named the Chief Executive Officer and sole director of the Company. Since inception, there has been no compensation~~ to ~~any~~develop ~~employees~~its orown ~~directors of the Company~~assumptions.

~~There~~The ~~are~~Company nodid ~~agreements~~not have any assets or ~~understandings~~liabilities ~~for~~measured ~~the~~at ~~officer~~fair orvalue ~~director~~on toa ~~resign~~recurring basis at ~~the~~December ~~request~~31, of2014 ~~another~~or ~~person~~at December 31, 2013. The ~~above-~~Company did ~~named~~not ~~officer~~have any fair value adjustments for assets and ~~director is~~liabilities ~~not~~measured ~~acting~~at onfair ~~behalf~~value ofon ~~nor~~a ~~will~~nonrecurring ~~act~~basis atduring the ~~direction~~years ended ofDecember ~~any~~31, ~~other~~2014 ~~person~~and December 31, 2013.

~~Set~~Foreign ~~forth~~Currency ~~below is~~Translation ~~the name of the director~~ and ~~officer~~Comprehensive ofIncome ~~the Company, all positions and offices held with the Company, the period during which she has served as such, and the business experience during at least the last five years:~~(Loss)

15The functional currency of Canwealth is the Canadian Dollar, or CAD. For financial reporting purposes, CAD were translated into United States Dollars (“USD” or “$”) as the reporting currency. Assets and liabilities are translated at the exchange rate in effect at the balance sheet date. Revenues and expenses are translated at the average rate of exchange prevailing during the reporting period.

~~Kimi~~Translation ~~Royer resigned~~adjustments inarising from the ~~period~~use ~~subsequent~~of todifferent ~~this~~exchange ~~Annual~~rates ~~Report.~~from ~~She~~period ~~had~~to ~~served~~period asare ~~the~~included ~~director,~~as ~~president~~a ~~and~~component ~~secretary~~ of ~~USG1~~stockholders’ ~~since its inception.~~equity ~~Ms.~~as ~~Royer~~“Accumulated ~~has~~other ~~been~~comprehensive anincome”. ~~active~~Gains ~~participant in the family's cattle farm~~ and ~~the~~losses ~~related~~resulting ~~beef~~from ~~industry.~~foreign ~~The~~currency ~~Royers~~transactions ~~have~~are ~~been~~ included in the ~~cattle~~ ~~business~~results ~~for~~of ~~over 30 years~~operations. ~~Since~~There ~~2005, Ms. Royer~~ has been ~~active~~no significant fluctuation in the ~~real~~exchange ~~estate~~rate ~~market working~~ for ~~United~~the ~~Country~~conversion ~~Homestead from~~of ~~2007~~CAD to ~~2008,~~USD after ~~and is a licensed real estate agent specializing in farm land receiving her real license in~~ the ~~State~~balance ofsheet ~~Missouri in 2007~~date.

~~Garth~~The ~~McIntosh~~Company ~~was~~uses Accounting ~~appointed~~Standards ~~director~~Codification 220, ~~president~~Comprehensive ~~and secretary of the Company in February 2013~~Income. ~~Mr.~~Comprehensive ~~McIntosh~~income ~~has~~is ~~over~~comprised ~~40 years~~ of ~~extensive~~net ~~experience working~~income ~~as a business analyst~~ and ~~consultant~~all ~~for~~changes ato ~~variety~~the statements of ~~private~~stockholders’ ~~and~~equity, ~~public~~except ~~corporations.~~those Hedue ~~developed a series of unique diagnostic tools for businesses~~ to ~~identify~~investments ~~the~~by ~~operational~~stockholders, ~~areas~~changes ~~that~~in ~~could~~paid-in becapital ~~improved so as to reduce costs~~ and ~~improve~~distributions ~~efficiency.~~to Mrstockholders. ~~McIntosh~~Comprehensive ~~also~~income ~~has~~for athe ~~strong~~years ~~background~~ended inDecember ~~strategic consulting~~31, ~~acquisitions~~2014 and ~~mergers~~December ~~and~~31, ~~corporate~~2013 ~~turn~~consisted ~~arounds~~of ~~with~~net ~~private~~ income and ~~public~~foreign currency ~~companies~~translation adjustments.

~~Conflicts~~Table of ~~Interest~~Contents 16

~~Tiber~~The ~~Creek~~exchange ~~Corporation served~~rates ~~as an initial advisor~~ used to ~~the~~translate ~~Company~~amounts ~~and is one of its shareholders. Tiber Creek is also a shareholder~~ in ~~other~~CAD ~~"blank check"~~into ~~companies~~USD which are seeking business combinations with potential targets. Tiber Creek may be a shareholder in more than one company seeking a business combination and it may serve as an advisor, from time to time, to one or more of these companies seeking a business combination. However, Tiber Creek does not believe any conflict of interest is created because it does not make any management decisions for ~~any such seeking company, serves only to advise~~ the ~~seeking~~purposes ~~company~~of ~~when~~preparing ~~requested on~~ the ~~search~~financial ~~for target~~statements ~~companies~~were ~~and~~as ~~does not select nor assign any such target company for any seeking company.~~follows:

In addition, any conflict if at all created, may be reduced because Tiber Creek believes there are numerous target opportunities encompassing a wide variety of different industries and businesses, different capital structures, different management structures, different locations, and different operating levels each element of which will singularly appeal differently to companies seeking target companies.


	December 31, 2014		December 31, 2013
Period-end CAD: USD exchange rate		0.8620		0.9399
Average Period CAD: USD exchange rate		0.9022		0.9710

~~Code~~Concentration ofand ~~Ethics~~Credit Risk

The Company’s ~~has not~~principal atoperations ~~this~~are ~~time~~all ~~adopted~~carried aout ~~Code of Ethics pursuant to rules described~~ in ~~Regulation S-K~~Canada. ~~The~~Accordingly, ~~Company has one person who is~~ the ~~sole shareholder and serves as the sole director and officer. The~~ Company’s ~~has~~business, nofinancial ~~operations~~condition ~~or business~~ and ~~does~~results ~~not receive any revenues or investment capital. The adoption~~ of ~~an Ethical Code at this time would not serve the primary purpose of such a code to provide~~operations amay ~~manner~~be ofinfluenced ~~conduct~~by as the ~~development~~political, ~~execution~~economic and ~~enforcement~~legal ofenvironments ~~such~~in aCanada, ~~code~~and ~~would be~~ by the ~~same~~general ~~person~~state ~~and~~of ~~only~~the ~~that~~Canadian ~~person~~economy. toThe ~~whom such code applied. Furthermore, because the~~ Company’s ~~does~~results ~~not~~may ~~have~~be ~~any~~adversely ~~activities,~~affected ~~there~~by ~~are~~changes ~~activities~~in orgovernmental ~~transactions which~~policies ~~would~~with berespect ~~subject~~ to ~~this~~laws ~~code.~~and Atregulations, anti-inflationary ~~the~~measures, ~~time~~currency ~~the~~conversion ~~Company~~and ~~enters~~remittance ~~into a business combination or other corporate transaction~~abroad, ~~the~~ ~~current~~and ~~officer~~rates and ~~director~~methods ~~will~~of ~~recommend~~taxation, toamong ~~any~~other ~~new management that such a code be adopted~~things. ~~The Company does not maintain an Internet website on which to post a code of ethics.~~

16Financial instruments and related items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with high credit quality institutions. At times, such investments may be in excess of the FDIC insurance limit.

~~Corporate~~Research ~~Governance~~and Development

~~For~~The ~~reasons~~Company ~~similar~~accounts ~~to those described~~for ~~above,~~research ~~the~~and ~~Company~~development ~~does~~costs ~~not~~in ~~have~~accordance awith ~~nominating~~Accounting ~~nor~~Standards ~~audit~~Codification ~~committee~~subtopic of730-10, ~~the~~Research ~~board~~and ofDevelopment (“ASC ~~directors~~730-10”). AtUnder ~~this~~ASC ~~time~~730-10, ~~the~~all ~~Company~~research ~~consists of~~and ~~one~~development ~~shareholder~~costs ~~who~~must ~~serves~~be ascharged ~~the~~to ~~sole~~expense ~~corporate~~as ~~director and officer~~incurred. ~~The Company has no activities~~Accordingly, ~~and receives no revenues.~~ Atinternal ~~such~~research ~~time~~and ~~that~~development ~~the~~costs ~~Company~~are ~~enters~~expensed ~~into~~as aincurred. ~~business~~Third-party ~~combination~~research and~~/or~~ ~~has~~development ~~additional~~costs ~~shareholders~~are ~~and~~expensed ~~a larger board of directors~~when ~~and commences activities,~~ the ~~Company~~contracted ~~will~~work ~~propose~~has ~~creating~~been ~~committees~~performed ofor ~~its~~as ~~board~~milestone ofresults ~~directors,~~have ~~including~~been ~~both~~achieved aas ~~nominating~~defined ~~and an~~under ~~audit~~the ~~committee~~applicable agreement. ~~Because there is only one shareholder of the~~ Company,-sponsored research ~~there~~and isdevelopment nocosts ~~established~~related ~~process~~to byboth ~~which~~present ~~shareholders to~~and ~~the~~future ~~Company~~products ~~can~~are ~~nominate~~expensed ~~members~~in to the ~~Company's~~period ~~board of directors~~incurred. ~~Similarly,~~The ~~however,~~Company atdid not ~~such~~incur ~~time~~any asresearch ~~the Company has more shareholders~~ and andevelopment ~~expanded~~expenses ~~board~~from ofFebruary ~~directors~~1, ~~the~~2006 ~~new~~(date ~~management~~ of ~~the~~inception) ~~Company~~through ~~may~~December ~~review and implement~~31, ~~as necessary, procedures for shareholder nomination of members to the Company's board of directors~~2014.

~~Item~~Reliance ~~11. Executive~~on ~~Compensation~~Key Personnel and Consultants

The Company's ~~officer~~employs one ~~and~~executive ~~director~~officer, ~~does~~Garth ~~not~~McIntosh. ~~receive~~The ~~any~~Company ~~compensation~~is ~~for~~heavily ~~his~~dependent ~~services~~on ~~rendered to~~ the ~~Company,~~continued ~~nor~~active ~~has~~participation heof ~~received~~Mr. ~~such~~McIntosh ~~compensation~~and inkey ~~the past~~consultants. The ~~officer~~loss of Mr. McIntosh or key consultants could significantly and ~~director~~negatively isimpact ~~not~~the ~~accruing~~business ~~any~~until ~~compensation~~adequate replacements ~~pursuant~~can tobe ~~any~~identified ~~agreement~~and ~~with~~put ~~the~~in ~~Company~~place.

~~No retirement, pension, profit sharing, stock option or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.~~Reclassification

~~The~~Certain ~~Company~~reclassifications ~~does~~have ~~not~~been made to ~~have~~prior aperiods’ ~~compensation~~data ~~committee~~to ~~for~~conform to the ~~same~~current ~~reasons~~period’s aspresentation. ~~described~~These ~~above~~reclassifications had no impact on the reported net loss.

~~Item~~Recently ~~12. Security~~Issued ~~Ownership~~Accounting ~~of Certain Beneficial Owners and Management and Related Stockholder Matters~~Pronouncements

The ~~following~~Company ~~table~~has ~~sets forth information~~reviewed ~~regarding~~ the ~~beneficial~~recently ~~ownership~~issued, ofbut ~~our~~not ~~common~~yet ~~stock~~adopted, asaccounting ofstandards ~~April~~to ~~11,~~determine ~~2013~~their bypotential ~~(a)~~effects, ~~each~~if ~~person~~any, ~~who~~on isits ~~known~~results byof operation, usfinancial toposition ~~beneficially own~~and 5%cash orflows. ~~more~~Based ofon ~~our~~that ~~common stock~~review, ~~(b)~~the ~~each~~Company ofbelieves ~~our~~that ~~directors~~none ~~and~~of ~~executive~~those ~~officers,~~pronouncements ~~and~~will have ~~(c)~~a ~~all~~material ofeffect ~~our~~on ~~directors~~its ~~and~~consolidated ~~executive officers~~financial ~~as a group~~statements.

Name	Number of Shares Beneficially Owned (2)			Percentage of Shares Beneficially Owned
ICBS, Ltd.		38,648,077			76.12	%
Radcor Inc.		5,521,154			10.88	%
Garth McIntosh		0	(1)		-
Directors and Officers as a Group (one person)		0	(1)		-

Table of Contents

~~(1)~~Financial ~~Mr.~~Statement ~~McIntosh is the president, director and a principal shareholder of ICBS, Ltd. Mr. McIntosh disclaims beneficial ownership of the shares of common stock held by ICBS, Ltd.~~Presentation

17The Company’s financial statements are prepared using generally accepted accounting principles in the United States of America applicable to a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has not yet established an ongoing source of revenues sufficient to cover its operating costs and allow it to continue as a going concern. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations. The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~(2)~~Item ~~Based~~7A. ~~upon~~Quantitative ~~50,769,231~~and ~~shares~~Qualitative ofDisclosures ~~common~~About ~~stock~~Market ~~outstanding.~~Risk

~~Item~~We ~~13. Certain~~are ~~Relationships~~a ~~and~~smaller ~~Related Transactions~~reporting company and, ~~Director~~accordingly, ~~Independence~~we are not required to provide the information required by this Item.

~~The~~Item ~~Company~~8. ~~has~~Financial ~~issued a~~Statements ~~total~~and ofSupplementary ~~6,350,000 shares of common stock pursuant to Section 4(2) of the Securities Act for a total of $20,100 in cash.~~Data

The ~~Company~~financial ~~is not~~statements ~~currently~~for ~~required to maintain an independent director as defined by Rule 4200 of~~ the ~~Nasdaq~~year ~~Capital~~ended ~~Market~~December ~~nor~~31, ~~does~~2014 itare ~~anticipate that~~attached ~~it will be applying for listing of its securities on an exchange in which an independent directorship is required~~hereto. ~~It is likely that Mr. McIntosh would not be considered an independent director if it were to do so.~~

Item 149. ~~Principal~~Changes ~~Accounting~~in ~~Fees~~and Disagreements with Accountants on Accounting and ~~Services.~~Financial Disclosure

~~The~~On ~~Company~~April ~~has~~11, ~~limited activities~~2013, ~~along~~the Board ~~with~~of noDirectors ~~income~~of ~~and administrative expenses. Since inception,~~ the Company's ~~president~~approved ~~has~~the ~~donated~~dismissal ~~time in preparation and filing~~ of ~~state~~its ~~and~~then ~~federal~~accountants, ~~required~~KCCW ~~taxes~~Accountancy ~~and~~Corp., ~~reports~~or KCCW.

~~Audit~~During ~~Fees~~the period from February 27, 2010 (inception) through April 11, 2013, the Company had no disagreements on any matter of accounting principle or practice, financial statement disclosure, or auditing scope or procedure and the former accountant's report on the Company’s financial statements for the past two years and from February 27, 2010 (inception) through December 31, 2011 did not contain an adverse opinion or disclaimer of opinion nor was qualified or modified as to uncertainty, scope or accounting principles, except for the substantial doubt about the Company's ability to continue as a going concern. KCCW furnished a letter dated April 11, 2013 to the SEC stating that KCCW agrees with the statements noted above.

~~The~~Simultaneously ~~aggregate~~on ~~fees~~April ~~incurred~~11, ~~for~~2013, ~~each of~~ the ~~last~~Company ~~two~~engaged ~~years for professional services rendered by~~ the ~~independent registered public~~ accounting firm ~~for~~ ~~the audits~~ of ~~the~~RBSM, ~~Company's~~LLP, ~~annual~~or ~~financial~~RBSM, ~~statements~~805 ~~and~~Third ~~review~~Avenue, ofSuite ~~financial~~902 ~~statements~~New ~~included~~York, inNew ~~the~~York, ~~Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:~~10022.

	December 31, 2012		December 31, 2011
Audit Fees	$	7,000	$	6,500
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees	$	-	$	-

During the period from February 27, 2010 (inception) through April 11, 2013, the Company did not consult with RBSM regarding (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by RBSM, or (iii) any other matter that was the subject of a disagreement between us and KCCW or was a reportable event (as described in Items 304(a)(1)(iv) or Item 304(a)(1)(v) of Regulation S-K, respectively).

~~Audit~~On ~~fees~~February ~~were~~6, ~~for~~2014, the ~~professional~~Board ~~services~~of ~~rendered~~Directors byof the Company approved the dismissal of RBSM. Except as noted in the paragraph immediately below, ~~LLP~~the (“reports of RBSM”) ~~for~~on the ~~audit~~Company’s offinancial ~~our~~statements for the years ended December 31, 2012 ~~annual~~and ~~financial~~2011 ~~statements. KCCW~~and ~~Accountancy~~for ~~Corporation~~the ~~(“KCCW”)~~period ~~performed~~from ~~the~~February 1, ~~audit~~2006 (date of ~~our~~inception) through December 31, ~~2011~~2012 ~~annual~~did ~~financial~~not ~~statements~~contain ~~and the~~an ~~review~~adverse opinion or disclaimer of ~~the~~opinion, ~~financial~~and ~~statements~~such ~~included~~reports were innot ~~our~~qualified ~~quarterly~~or ~~reports~~modified ~~for~~as ~~2012~~to ~~and~~uncertainty, ~~2011~~audit scope, or accounting principle.

~~Neither~~The ~~RBSM~~reports ~~nor~~of ~~KCCW~~RBSM on ~~billed~~the ~~for~~Company’s ~~any~~financial ~~other~~statements ~~fees~~as ~~for~~of ~~services~~and ~~rendered~~for ~~to us during~~ the years ended December 31, 2012 and 2011 and for ~~assurance~~the ~~and~~period ~~related~~from February ~~services~~1, in2006 ~~connection~~(date ~~with~~of inception) through December 31, 2012 contained an explanatory paragraph which noted that there was substantial doubt as to the ~~audit~~Company’s orability ~~review~~to ofcontinue ~~our~~as ~~financial~~a ~~statements~~going concern as the Company has suffered recurring losses since inception and is experiencing difficulty in generating sufficient cash flow to sustain its operations.

Table of Contents 18

~~The~~During ~~Company~~the ~~does~~years ~~not~~ended ~~currently~~December ~~have~~31, an2012 ~~audit~~and ~~committee~~2011 ~~serving~~ and asthe aperiod ~~result~~February ~~its~~1, ~~board~~2006 (date of ~~directors~~inception) ~~performs~~through December 31, 2012 and through February 6, 2014, the ~~duties~~Company ofhas annot ~~audit~~had ~~committee.~~any ~~The board~~disagreements ofwith ~~directors~~RBSM ~~will~~on ~~evaluate~~any ~~and~~matter ~~approve~~of inaccounting ~~advance~~principles or practices, ~~the~~financial statement disclosure or auditing scope ~~and~~or ~~cost~~procedure, ofwhich ~~the~~disagreements, ~~engagement~~if ofnot anresolved ~~auditor~~to ~~before~~RBSM’s ~~the~~satisfaction, ~~auditor renders~~would ~~audit~~have ~~and~~caused them ~~non-audit~~to ~~services.~~make ~~The~~reference ~~Company~~thereto ~~does~~in ~~not~~their ~~rely~~reports on ~~pre-approval~~the ~~policies~~Company’s ~~and~~financial ~~procedures~~statements for such periods.

~~Audit~~During the years ended December 31, 2012 and 2011 and the period February 1, 2006 (date of ~~Financial~~inception) ~~Statements~~through December 31, 2012 and through February 6, 2014, there were no reportable events.

~~For~~On ~~the~~February ~~year~~6, ~~ended~~2014, the ~~December~~Company 31engaged Paritz & Company, ~~2012~~P.A., ~~annual~~or ~~financial~~P&C, ~~statements~~which was ~~our~~approved ~~principal~~by ~~auditor~~the ~~was~~Board ~~RBSM~~of Directors. ~~For~~The Company had not previously consulted with P&C regarding the ~~year~~application ~~ended~~of ~~December~~accounting ~~31,~~principles ~~2011~~to a specified transaction, ~~our~~either ~~principal auditor~~completed ~~was~~or ~~KCCW.~~proposed, the Notype of audit ~~work~~opinion ~~was~~that ~~performed~~might be rendered by P&C on the Company’s financial statements, or any ~~other~~matter ~~parties~~that ~~during~~was either ~~these~~the ~~years~~subject of a disagreement or a reportable event.

~~PART~~Item IV9A. Controls and Procedures

~~Item~~Pursuant 15to Rules adopted by the SEC, the Company carried out an evaluation of the effectiveness of the design and operation of its disclosure controls and procedures pursuant to Exchange Act Rules. ~~Exhibits~~ This evaluation was done as of the end of the fiscal year under the supervision and with the participation of the Company's principal executive officer (who is also the principal financial officer). There have been no significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of the evaluation. Based upon that evaluation, ~~Financial~~management ~~Statement~~believes ~~Schedules~~that the Company's disclosure controls and procedures are effective in gathering, analyzing and disclosing information needed to ensure that the information required to be disclosed by the Company in its periodic reports is recorded, summarized and processed timely. The principal executive officer is directly involved in the day-to-day operations of the Company.

~~(a) The~~Management’s ~~following~~Report ~~Exhibits~~on ~~are~~Internal ~~filed with~~Control ~~this~~over ~~report~~Financial ~~or incorporated by reference:~~Reporting

3Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Securities Exchange Act of 1934.1 We ~~Certificate~~have assessed the effectiveness of ~~Incorporation~~those internal controls as of ~~the~~December 31, ~~Registrant~~2014, ~~incorporated~~using bythe ~~reference~~Committee toof ~~Exhibit~~Sponsoring ~~3.1~~Organizations toof the ~~Registrant’s~~Treadway ~~Registration~~Commission ~~Statement~~(“COSO”) onInternal ~~Form~~Control – ~~10,~~Integrated ~~filed~~Framework onas ~~October~~a ~~26,~~basis ~~2011~~for our assessment.

~~3.2~~Because ~~By-Laws~~ of ~~the~~inherent ~~Registrant~~limitations, ~~incorporated~~internal bycontrol ~~reference~~over tofinancial reporting ~~Exhibit~~may 3not prevent or detect misstatements.2 Projections of any evaluation of effectiveness to future periods are subject to the ~~Registrant’s~~risk ~~Registration~~that ~~Statement~~controls onmay ~~Form~~become 10inadequate because of changes in conditions, ~~filed~~or onthat ~~October~~the 26degree of compliance with the policies and procedures may deteriorate. All internal control systems, ~~2011~~no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation.

~~3.3~~A ~~Specimen~~material ~~stock~~weakness ~~certificate~~in internal controls is a deficiency in internal control, or combination of ~~the~~control ~~Registrant~~deficiencies, ~~incorporated~~that byadversely ~~reference~~affects tothe ~~Exhibit~~Company’s ~~3.3~~ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the ~~Registrant~~United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s ~~Registration~~annual ~~Statement~~or oninterim financial ~~Form~~statements ~~10,~~that ~~filed~~is onmore ~~October~~than 26inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, ~~2011~~we identified a material weakness in our internal control over financial reporting. This material weakness consisted of inadequate staffing and supervision within the bookkeeping and accounting operations of our company. The relatively small number of individuals who have bookkeeping and accounting functions prevents us from segregating duties within our internal control system. The inadequate segregation of duties is a weakness because it could lead to the untimely identification and resolution of accounting and disclosure matters or could lead to a failure to perform timely and effective reviews.

~~3.4~~Table ~~Merger~~of ~~Certificate,~~Contents ~~incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed February 15, 2013.~~19

~~10.1~~As ~~Agreement~~we ~~and~~are ~~Plan~~not aware of any ~~Merger,~~instance ~~dated~~in ~~August~~which ~~10,~~the ~~2012,~~Company byfailed ~~and~~to ~~among~~identify ~~Canwealth~~or ~~Minerals~~resolve ~~Corporation,~~a ~~USG1,~~disclosure ~~Inc.~~matter ~~and~~or ~~Kimi~~failed ~~Royer~~to perform a timely and effective review, aswe ~~representative~~determined ofthat the ~~USG1~~addition ~~Stockholders,~~of ~~incorporated~~personnel byto ~~reference~~our tobookkeeping ~~Exhibit~~and ~~10.1~~accounting tooperations ~~the~~is ~~Registrant’s~~not ~~Current~~an ~~Report~~efficient onuse ~~Form~~of ~~8-K,~~our very ~~filed~~limited onresources ~~August~~at ~~14,~~this ~~2012~~time and not in the interest of our shareholders.

~~10.2~~This ~~First~~Annual ~~Amendment~~Report todoes not ~~Agreement~~include ~~and~~an ~~Plan~~attestation report of ~~Merger,~~the ~~incorporated~~Company’s byregistered ~~reference~~public toaccounting ~~Exhibit~~firm 10regarding internal control over financial reporting.2 Management’s report was not subject to attestation by the ~~Registrant~~Company’s ~~Current~~registered ~~Report~~public onaccounting firm ~~Form~~pursuant ~~8-K,~~to ~~filed~~temporary ~~February~~rules ~~15,~~of ~~2013~~the SEC that permit the Company to provide only management’s report in this Annual Report.

~~10.3~~Changes ~~Second~~in ~~Amendment~~Internal toControl ~~Agreement~~Over ~~and Plan of Merger, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed February 15, 2013.~~Financial Reporting

*21.1There ~~Subsidiaries~~have ofbeen no changes in the ~~Registrant~~Company's internal controls over financial reporting during its fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, its internal control over financial reporting.

19Table of Contents 20

*31.1PART ~~Certification of the chief executive officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002~~III

*32Item 10.1 ~~Certification~~Directors, ofExecutive ~~the~~Officers, ~~chief executive officer~~ and ~~chief financial~~Corporate ~~officer~~Governance; ~~pursuant~~Compliance towith Section ~~906~~16(a) of the ~~Sarbanes-Oxley~~Exchange Act ~~of 2002~~

*Our ~~Filed~~sole ~~herewith~~officer and director will serve until his successor is elected and qualified. Our officers are elected by the board of directors to a term of one (1) year and serve until their successor is duly elected and qualified, or until they are removed from office. The board of directors has no nominating, auditing or compensation committees.

20The name, age and positions of our sole executive officer and director as of the date of this Annual Report are as follows:

CANWEALTH MINERALS CORPORATION

Name	Age		Position

Garth McIntosh 1376 Perrot Boulevard Ile Perrot, Quebec, Canada J7V 7P2		69	President, Chief Executive Officer, and sole Director

~~(FORMERLY~~Garth McIntosh has served as our sole Director, President, Chief Executive Officer, Principal Financial Officer and Principal Accounting Officer since the completion of the merger between USG1 and Canwealth Delaware in February 2013. Mr. McIntosh has over 40 years of extensive experience working as an executive officer, ~~INC~~business analyst and consultant for a variety of private and public corporations.) Since 2001, Mr. McIntosh has been performing consulting services as the President and Chief Executive Officer of ICBS Ltd., an investment firm that also provides advisory services with respect to mergers and acquisitions. From 1999 to 2001, Mr. McIntosh served as the President and Chief Executive Officer of Reaction Industries, a manufacturer of adult walking aids; from 1996 to 1998, Mr. McIntosh served as the President and Chief Executive Officer of JF Ink and Color, a manufacturer of printing inks; and from 1990 to 1995, Mr. McIntosh served as the President and Chief Executive Officer of Defender Metal, a designer and manufacturer of ground support equipment for the airline industry. Mr. McIntosh has not had prior experience in the mining industry. Mr. McIntosh does not have any expertise in finance and accounting, or experience as a principal financial officer or principal accounting officer in a public company. We will employ a duly qualified individual to serve in such capacities on behalf of our Company once we become sufficiently capitalized.

~~FINANCIAL~~To ~~STATEMENTS~~our ~~AND~~knowledge, Mr. McIntosh has not during the past ten years (i) been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); (ii) had any bankruptcy petition filed by or against the business or property of such person, or of any partnership, corporation or business association of which he was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; (iii) been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or state authority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures, commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; (iv) been found by a court of competent jurisdiction in a civil action or by the SEC or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; (v) been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities or commodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (vi) been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

~~REPORTS~~Table OFof ~~INDEPENDENT~~Contents ~~REGISTERED PUBLIC ACCOUNTING FIRM~~21

~~DECEMBER~~Code ~~31,~~of ~~2012~~Ethics

FThe Company has not as of the date hereof adopted a Code of Ethics pursuant to rules described in Regulation S-1K. The Company has one person who is the sole director and officer. The adoption of a Code of Ethics at this time would not serve the primary purpose of such a code, as the development, execution and enforcement of such a code would be done by the same person, who would be the only person to whom such code applied.

~~CANWEALTH~~Corporate ~~MINERALS CORPORATION~~Governance

~~(FORMERLY~~For ~~USG1~~reasons similar to those described above, ~~INC~~the Company does not have a nominating nor audit committee of its board of directors.) At this time, one person serves as the Company’s sole director and officer. The Company has no regular/ongoing operating activities, and receives no revenues. At such time that the Company enters into a business combination and/or has additional shareholders and a larger board of directors and commences regular/ongoing operating activities, the Company will propose creating committees of its board of directors, including both a nominating and an audit committee. At such time, the Company may review and implement, as necessary, procedures for shareholder nomination of members to the Company's board of directors.

~~INDEX~~SECTION TO16(A) ~~FINANCIAL~~BENEFICIAL ~~STATEMENTS~~OWNERSHIP REPORTING COMPLIANCE

	Page
Reports of Independent Registered Public Accounting Firms	F-3-F-6
Financial Statements:
Balance Sheets as of December 31, 2012 and 2011	F-7
Statements of Operations for the years ended December 31, 2012 and 2011 and for the period from February 27, 2010 (date of inception) through December 31, 2012	F-8
Statements of Changes in Stockholders’ Deficit for the period from February 27, 2010 (date of inception) through December 31, 2012	F-9
Statements of Cash Flows for the years ended December 31, 2012 and 2011 and for the period from February 27, 2010 (date of inception) through December 31, 2012	F-10
Notes to Financial Statements	F-11

Section 16(a) of the Exchange Act requires our officers, directors and persons who own more than 10% of a registered class of our equity securities to file reports of ownership and changes in ownership with the SEC. During and/or with respect to the fiscal year ended December 31, 2013, each of (i) Garth McIntosh, the CEO and sole director of the Company, (ii) ICBS Ltd., a beneficial owner of more than 10% of the Company’s common stock and (iii) Radcor Inc., a beneficial owner of more than 10% of the Company’s common stock, filed a Form 3 initial statement of beneficial ownership of securities of the Company on a timely basis. Other than as disclosed in the previous sentence, to the Company’s knowledge, no director, officer or beneficial owner of more than 10% of any class of registered equity securities of the Company has filed, or failed to file on a timely basis, reports required by Section 16(a) of the Exchange Act with respect to the Company.

~~F-2~~Item 11. Executive Compensation

~~REPORT~~The OFCompany ~~INDEPENDENT~~has ~~REGISTERED~~not ~~PUBLIC~~paid any ~~ACCOUNTING~~executive ~~FIRM~~compensation in the two most recent fiscal years. The Company's sole officer and director does not receive any compensation for his services rendered to the Company, nor has he received such compensation in the past. Such officer and director is not accruing any compensation pursuant to any agreement with the Company.

ToNo ~~the~~retirement, ~~Board~~pension, profit ofsharing, ~~Directors~~stock ~~and~~option ~~Stockholders~~or insurance programs or other similar programs have been adopted by the Company for the benefit of its employees.

~~Canwealth~~The ~~Minerals~~Company ~~Corporation~~has ~~(formerly~~not ~~USG1,~~paid any ~~Inc~~director compensation in the two most recent fiscal years.) The Company does not have a compensation committee for the reasons as described above.

WeTable ~~have audited the accompanying balance sheet~~ of ~~Canwealth~~Contents Minerals Corporation (formerly USG1, Inc.) (the “Company”), a development stage company as of December 31, 2012 and the related statements of operations, stockholders’ equity and cash flows for the year ended December 31, 2012 and for the period from February 27, 2010 (date of inception) through December 31, 2012. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. The accompanying financial statements of the Company for the period from February 27, 2010 (date of inception) through December 31, 2011 were not audited by us. Those statements were audited by other auditors whose report, dated March 27, 2012 expresses an unqualified opinion on those statements and included an explanatory paragraph regarding the Company’s ability to continue as a going concern. The financial statements for the period from February 27, 2010 (date of inception) through December 31, 2011, reflect a net loss of $32,643. Our opinion, insofar as it relates to the amounts included for such prior periods as indicated in the accompanying financial statements for such periods from February 27, 2010 (date of inception) through December 31, 2011 is based solely on the report of such other auditors.22

WeItem ~~have conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States of America)~~12. ~~Those~~Security ~~standards~~Ownership ~~require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free~~ of ~~material~~Certain ~~misstatement. The Company~~Beneficial isOwners not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and ~~disclosures~~Management ~~in the financial statements, assessing the accounting principles used~~ and ~~significant estimates~~Related ~~made~~Stockholder ~~by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.~~Matters

InThe ~~our~~following ~~opinion,~~table ~~the financial~~sets ~~statements~~forth ~~referred~~information toregarding ~~above present fairly, in all material respects,~~ the ~~financial~~beneficial ~~position~~ownership of ~~Canwealth~~our ~~Minerals Corporation~~common ~~(formerly~~stock ~~USG1, Inc.)~~ as of ~~December 31, 2012, and~~ the ~~results~~date of ~~their~~this ~~operations~~Annual ~~and~~Report ~~their~~by ~~cash~~(a) ~~flows~~each ~~for the~~person ~~year~~who ~~ended~~is ~~December~~known ~~31,~~by ~~2012~~us ~~and~~to ~~for~~beneficially ~~the~~own ~~period~~5% ~~from~~or ~~February~~more ~~27,~~of ~~2010~~our common stock, (~~date~~b) each of ~~inception)~~our ~~through~~directors ~~December~~and ~~31,~~executive ~~2012~~officers, inand (c) ~~conformity~~all ~~with~~of ~~accounting~~our ~~principles~~directors ~~generally~~and ~~accepted~~executive inofficers ~~the~~as ~~United~~a ~~States of America~~group.

F-3

Title of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percent of Class
Common Stock	ICBS, Ltd.⁽¹⁾ 1376 Perrot Boulevard Ile Perrot, Quebec, Canada J7V 7P2		38,648,077	(1)		76.12	%
	Radcor Inc.⁽²⁾ 4915 De Salaberry, Ste 104 Saint Laurent, Quebec H4J 1H8		5,521,154	(2)		10.88	%
	Garth McIntosh⁽¹⁾		38,648,077	(1)		76.12	%
	1376 Perrot Boulevard Ile Perrot, Quebec, Canada J7V 7P2
	Perry Radin⁽²⁾ 4915 De Salaberry, Ste 104 Saint Laurent, Quebec H4J 1H8		5,521,154	(2)		10.88	%

	Directors and Officers as a Group (one person)		38,648,077			76.12	%

~~The~~(1) ~~accompanying financial statements have been prepared assuming the Company will continue as a going concern~~Mr. As ~~discussed~~McIntosh inis ~~Note 3 to~~ the ~~accompanying financial statements~~president, ~~the~~director ~~Company~~and is a ~~development stage company and has not commenced its planned~~ principal ~~operations,~~shareholder ~~has~~of ~~suffered recurring losses since inception and is experiencing difficulty in generating sufficient cash flow to sustain its operations~~ICBS, ~~which raises substantial doubt about its ability to continue as a going concern~~Ltd. ~~Management's plans in regard to this matter are described in Note 3. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.~~

~~/s/~~(2) ~~RBSM~~Perry ~~LLP~~Radin is the sole director and sole holder of voting stock of Radcor Inc.

~~April~~There 12have not been any transactions, ~~2013~~since the beginning of the Company’s last fiscal year, or any currently proposed transaction, in which the Company was or is to be a participant and the amount involved exceeds $120,000, and in which any related person of the Company had or will have a direct or indirect material interest.

~~F-4~~The Company is not currently required to maintain an independent director as defined by Rule 4200 of the Nasdaq Capital Market nor does it anticipate that it will be applying for listing of its securities on an exchange in which an independent directorship is required. It is likely that Mr. McIntosh would not be considered an independent director if it were to do so.

~~Audit~~Item •14. ~~Tax~~Principal ~~• Consulting • Financial Advisory Registered with Public Company~~ Accounting ~~Oversight~~Fees ~~Board~~and ~~(PCAOB)~~Services.

~~REPORT~~Audit ~~OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM~~Fees

ToTable ~~the Board~~ of ~~Directors~~Contents ~~and Stockholders of~~23

~~Canwealth~~The ~~Minerals~~aggregate ~~Corporation~~fees ~~(formerly~~incurred for ~~USG1,~~each ~~Inc.)~~of the last two years for professional services rendered by the independent registered public accounting firm for the audits of the Company's annual financial statements and review of financial statements included in the Company's Form 10-K and Form 10-Q reports and services normally provided in connection with statutory and regulatory filings or engagements were as follows:

We have audited the accompanying balance sheets of Canwealth Minerals Corporation (formerly USG1, Inc.) (a development stage company) (the “Company”) as of December 31, 2011, and the related statements of operations, stockholders' deficit, and cash flows for the year ended December 31, 2011 and for the period from February 27, 2010 (inception) through December 31, 2011. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

	December 31, 2014		December 31, 2013
Audit Fees	$	15,000	$	15,000
Audit-Related Fees		-		-
Tax Fees		-		-
All Other Fees	$	-	$	-

WeAudit ~~conducted~~fees ~~our~~were ~~audit~~for ~~in accordance with~~professional ~~standards~~services ofrendered ~~the~~by ~~Public~~Paritz ~~Company~~& Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company ~~is not required to have~~, ~~nor were we engaged to perform, an audit of its internal control over financial reporting~~P.A. ~~Our~~(“P&C”) ~~audits included consideration of internal control over financial reporting as a basis~~ for ~~designing audit procedures that are appropriate in~~ the ~~circumstances,~~ ~~but~~audits ~~not for the purpose~~ of ~~expressing~~our ~~an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly~~December 31, we2014 ~~express~~annual ~~no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the~~ financial statements. ~~An audit also includes assessing the accounting principles used~~ and ~~significant estimates~~our ~~made~~December ~~by management~~31, as2013 ~~well~~annual ~~as evaluating the overall~~ financial ~~statement presentation~~statements. ~~We believe that our audits provide a reasonable basis for our opinion.~~

InP&C ~~our~~did ~~opinion,~~not ~~the financial statements~~bill ~~referred~~for toany ~~above~~other ~~present~~fees ~~fairly,~~for inservices ~~all~~rendered ~~material~~to ~~respects,~~us during the ~~financial~~years ~~position~~ended ~~of Canwealth Minerals Corporation (formerly USG1, Inc.) (a development stage company) as of~~ December 31, ~~2011,~~2014 and ~~the results of its operations and its cash flows for the year ended~~ December 31, ~~2011~~2013 ~~and~~ for ~~the~~assurance ~~period~~and related ~~from~~services ~~February 27, 2010 (inception) through December 31, 2011~~ in ~~conformity~~connection with ~~accounting~~the ~~principles~~audit ~~generally accepted~~or inreview ~~the~~of ~~United~~our ~~States~~financial ~~of America~~statements.

FThe Company does not currently have an audit committee serving and as a result its board of directors performs the duties of an audit committee. The board of directors will evaluate and approve in advance, the scope and cost of the engagement of an auditor before the auditor renders audit and non-5audit services. The Company does not rely on pre-approval policies and procedures.

~~The~~Audit ~~accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As described in Note 3~~ of ~~the~~Financial financial statements, the Company has been in the development stage since its inception (February 27, 2010) and continues to incur expenses. The Company’s viability is dependent upon its ability to obtain future financing and the success of its future operations. These matters raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note 3 to the financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.Statements

~~/s/~~For ~~KCCW~~our ~~Accountancy~~annual ~~Corp~~financial statements for the years ended December 31, 2014 and December 31, 2013, our auditor was P&C. No audit work was performed by any other parties during those years.

~~Diamond~~Table ~~Bar,~~of ~~California~~Contents 24

~~March~~PART ~~27, 2012~~IV

~~KCCW~~Item ~~Accountancy Corp~~15. ~~22632 Golden Springs Dr. #230~~Exhibits, ~~Diamond~~Financial ~~Bar,~~Statement ~~CA 91765, USA Tel: +1 909 348 7228 • Fax: +1 626 529 1580 • info@kccwcpa.com~~Schedules

~~F-6~~(a) The following Exhibits are filed with this Annual Report or incorporated by reference:

CANWEALTH MINERALS CORPORATION (FORMERLY USG1, INC.) (A DEVELOPMENT STAGE COMPANY) BALANCE SHEETS

Exhibit No.		Description

3.1		Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to the Registrant’s Registration Statement on Form 10, filed on October 26, 2011.

3.2		By-Laws of the Registrant, incorporated by reference to Exhibit 3.2 to the Registrant’s Registration Statement on Form 10, filed on October 26, 2011.

3.3		Specimen stock certificate of the Registrant, incorporated by reference to Exhibit 3.3 to the Registrant’s Registration Statement on Form 10, filed on October 26, 2011.

3.4		Certificate of Merger, incorporated by reference to Exhibit 3.3 to the Registrant’s Current Report on Form 8-K, filed February 15, 2013.

10.1		Agreement and Plan of Merger, dated August 10, 2012, by and among Canwealth Minerals Corporation, USG1, Inc. and Kimi Royer, as representative of the USG1 Stockholders, incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed on August 14, 2012.

10.2		First Amendment to Agreement and Plan of Merger, incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed February 15, 2013.

10.3		Second Amendment to Agreement and Plan of Merger, incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K, filed February 15, 2013.

*21.1		Subsidiaries of the Registrant, incorporated by reference to Exhibit 21.1 to the Registrant’s Registration Statement on Form S-1, filed on July 8, 2013.

*31.1		Certification of the chief executive officer and chief financial officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

*32.1		Certification of the chief executive officer and chief financial officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

	December 31,			December 31,
	2012			2011
Assets
Current Assets
Cash and cash equivalents	$	82		$	21
Total Current Assets		82			21
Total Assets	$	82		$	21
Liabilities and Stockholders' Deficit
Current Liabilities
Accounts payable	$	6,103		$	-
Accrued interest - related party		-			21
Accrued expenses		2,500			2,500
Note payable - related party		-			2,500
Total Current Liabilities		8,603			5,021
Stockholders' Deficit
Preferred stock - $0.0001 par value; 20,000,000 shares authorized, 0 shares issued and outstanding		-			-
Common stock - $0.0001 par value; 100,000,000 shares authorized, 6,600,000 shares issued and outstanding		660			660
Additional paid-in capital		35,233			26,983
Accumulated deficit		(44,414	)		(32,643	)
Total Stockholders' Deficit		(8,521	)		(5,000	)
Total Liabilities and Stockholders' Deficit	$	82		$	21

* Filed herewith

~~The~~Table ~~accompanying notes are an integral part~~ of ~~financial~~Contents ~~statements.~~25

~~F-7~~CANWEALTH MINERALS CORPORATION

~~CANWEALTH~~FINANCIAL ~~MINERALS~~STATEMENTS ~~CORPORATION~~AND

~~(FORMERLY~~REPORT ~~USG1,~~OF ~~INC.)~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(ADECEMBER ~~DEVELOPMENT~~31, ~~STAGE COMPANY)~~2014

~~STATEMENTS~~CANWEALTH OFMINERALS ~~OPERATIONS~~CORPORATION

	For The Year Ended December 31, 2012			For The Year Ended December 31, 2011			From February 27, 2010 (Inception) through December 31, 2012
Net revenue	$	-		$	-		$	-
General and Administrative Expenses
Legal and professional expenses		10,583			9,000			42,876
Office supplies		-			202			202
Business taxes and licenses		1,208			-			1,208
Bank service fees		1			94			128
Total general and administrative expenses		11,792			9,296			44,414
Operating loss		(11,792	)		(9,296	)		(44,414	)
Gain on forgiveness of interest		24			-			24
Interest expense		(3	)		(13	)		(24	)
Net loss before income taxes		(11,771	)		(9,309	)		(44,414	)
Income tax expense		-			-			-
Net loss	$	(11,771	)	$	(9,309	)	$	(44,414	)
Loss per common share - basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares outstanding, basic and diluted		6,600,000			6,600,000

Table of Contents

~~The~~INDEX ~~accompanying~~TO ~~notes~~CONSOLIDATED ~~are~~FINANCIAL ~~an integral part of financial statements.~~STATEMENTS

F-8

	Page

Report of Independent Registered Public Accounting Firm	F-1

Financial Statements:

Consolidated Balance Sheets as of December 31, 2014 and 2013	F-2

Consolidated Statements of Comprehensive Loss for the years ended December 31, 2014 and 2013	F-3

Consolidated Statements of Changes in Stockholders’ Deficit for the period from January 1, 2013 to December 31, 2014	F-4

Consolidated Statements of Cash Flows for the years ended December 31, 2014 and 2013	F-5

Notes to Consolidated Financial Statements	F-6

~~CANWEALTH~~Table ~~MINERALS~~of ~~CORPORATION~~Contents 27

~~(FORMERLY~~REPORT ~~USG1,~~OF ~~INC.)~~INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

(ATo ~~DEVELOPMENT~~the ~~STAGE~~Board ~~COMPANY)~~of Directors and Stockholders of

~~STATEMENTS~~Canwealth OFMinerals ~~STOCKHOLDERS' DEFICIT FOR THE PERIOD FROM FEBRUARY 27, 2010 (DATE OF INCEPTION) THROUGH DECEMBER 31, 2012~~Corporation

	Common Stock				Additional					Total
					Paid-in		Accumulated			Stockholders'
	Shares		Amount		Capital		Deficit			Deficit
Balance at February 27, 2010, Founders' shares		6,600,000	$	660	$	20,233	$	-		$	20,893
Net loss for the period from February 27, 2010 (inception) through December 31, 2010		-		-		-		(23,334	)		(23,334	)
Balance at December 31, 2010		6,600,000	$	660	$	20,233	$	(23,334	)	$	(2,441	)
Capital Contributions		-		-		6,750		-			6,750
Net loss for the year ended December, 31, 2011		-		-		-		(9,309	)		(9,309	)
Balance at December 31, 2011		6,600,000		660		26,983		(32,643	)		(5,000	)
Additional capital contributions from shareholders		-		-		5,750		-			5,750
Loan converted into additional capital contribution		-		-		2,500		-			2,500
Net loss for the year ended December, 31, 2012		-		-		-		(11,771	)		(11,771	)
Balance at December 31, 2012		6,600,000	$	660	$	35,233	$	(44,414	)	$	(8,521	)

We have audited the accompanying consolidated balance sheet of Canwealth Minerals Corporation (the “Company”), as of December 31, 2014 and 2013 and the related statements of comprehensive loss, stockholders’ deficit and cash flows for the years ended December 31, 2014 and 2013. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audit.

~~The~~We ~~accompanying~~have ~~notes~~conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States of America). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an ~~integral~~audit ~~part~~of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

~~F-9~~In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Canwealth Minerals Corporation as of December 31, 2014 and 2013, and the results of their operations and their cash flows for the year ended December 31, 2014 and 2013, in conformity with accounting principles generally accepted in the United States of America.

~~CANWEALTH~~The ~~MINERALS~~accompanying ~~CORPORATION~~consolidated financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying financial statements. As of December 31, 2014, the Company has a deficit accumulated of $571,282 and has incurred significant operating losses and negative cash flows. For the year ended December 31, 2014, the Company sustained a net loss of $258,303 compared to a net loss of $103,012 for the year ended December 31, 2013. These factors, among others, raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to this matter are described in Note 4. The financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

~~(FORMERLY~~/s/Paritz ~~USG1,~~& ~~INC~~Company P.)A.

(AHackensack, ~~DEVELOPMENT~~New ~~STAGE COMPANY)~~Jersey

~~STATEMENTS~~April OF14, ~~CASH FLOWS~~2015

	For The Year Ended December 31, 2012			For The Year Ended December 31, 2011			From February 27, 2010 (Inception) through December 31, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss	$	(11,771	)	$	(9,309	)	$	(44,414	)
Adjustments to reconcile net loss to net cash used in operating activities:
Shares issued for legal and consulting services		-			-			793
Gain on forgiveness of related party interest		(21	)					(21	)
Changes in operating liabilities:
Increase in accrued interest		-			13			21
Increase in accounts payable and accrued expenses		6,103			2,500			8,603
Net cash used in operating activities		(5,689	)		(6,796	)		(35,018	)
CASH FLOWS FROM INVESTING ACTIVITIES		-			-			-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of common stocks		-			-			20,100
Proceeds from loans from related party		-			-			2,500
Proceeds from capital contributions		5,750			6,750			12,500
Net cash provided by financing activities		5,750			6,750			35,100
NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS		61			(46	)		82
CASH & CASH EQUIVALENTS, BEGINNING BALANCE		21			67-			-
CASH & CASH EQUIVALENTS, ENDING BALANCE	$	82		$	21		$	82
SUPPLEMENTAL DISCLOSURES:
Interest paid	$	-		$	-		$	-
Income taxes paid	$	-		$	-		$	-
NON CASH INVESTING AND FINANCING ACTIVITES:
Notes payable –related party converted into capital contribution	$	2,500		$	-		$	2,500

Table of Contents

F-1

~~The~~ CANWEALTH ~~accompanying notes are an integral part~~MINERALS ~~of this statement.~~CORPORATION

~~F-10~~CONSOLIDATED BALANCE SHEETS

CANWEALTH MINERALS CORPORATION

	December 31, 2014			December 31, 2013

ASSETS
Current assets:
Cash and cash equivalent	$	—		$	466
Total current assets		—			466

Property and equipment		39,494			43,063

Other assets:
Intangible assets		22,224			24,233
Total other assets		22,224			24,233

Total assets	$	61,718		$	67,762

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Bank indebtedness	$	325		$	—
Accounts payable and accrued liabilities		397,281			217,296
Convertible notes payable		64,977			22,558
Loans from non-related parties		59,046			54,775
Loans from related parties		60,074			63,451
Total current liabilities		581,703			358,080

Commitments and contingencies		—			—

Stockholders' deficit:
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding as of December 31, 2014 and December 31, 2013		—			—
Common stock; $0.0001 par value, 100,000,000 shares authorized, 50,771,631 and 50,769,231 shares issued and outstanding as of December 31, 2014 and December 31, 2013, respectively		5,077			5,077
Additional paid in capital		8,170			6,041
Other comprehensive income (loss)		38,050			11,543
Deficit accumulated		(571,282	)		(312,979	)
Total stockholders' deficit		(519,985	)		(290,318	)

Total liabilities and stockholders' deficit	$	61,718		$	67,762

~~(FORMERLY~~The ~~USG1,~~accompanying ~~INC~~notes are an integral part of these consolidated financial statements.)

(ATable ~~DEVELOPMENT~~of ~~STAGE~~Contents ~~COMPANY)~~F-2

~~NOTES~~CANWEALTH TOMINERALS ~~FINANCIAL STATEMENTS~~CORPORATION

~~NOTE~~CONSOLIDATED 1:STATEMENTS ~~ORGANIZATION~~OF COMPREHENSIVE LOSS

Canwealth Minerals Corporation (“the Company”) formerly USG1, Inc. was incorporated under the laws of the State of Delaware, U.S. on February 27, 2010. The Company intends to engage in any lawful corporate undertaking, including, but not limited to, selected mergers and acquisitions. The Company will attempt to locate and negotiate with a business entity for the combination of that target company with it. The combination will normally take the form of a merger, stock-for-stock exchange or stock-for-assets exchange. In most instances the target company will wish to structure the business combination to be within the definition of a tax-free reorganization under Section 351 or Section 368 of the Internal Revenue Code of 1986, as amended.

	For the year ended December 31, 2014			For the year ended December 31, 2013

Revenue	$	—		$	—
OPERATING EXPENSES:
Selling, general and administrative		254,895			102,248
Total operating expenses		254,895			102,248
Loss from operations		(254,895	)		(102,248	)
OTHER INCOME (EXPENSE):
Interest expense		(3,408	)		(764	)
Loss before provision for income taxes		(258,303	)		(103,012	)
Provision for income taxes:		—			—
NET LOSS	$	(258,303	)	$	(103,012	)
Loss per common share, basic and diluted	$	(0.00	)	$	(0.00	)
Weighted average shares, basic and diluted		50,770,431			49,955,532
Comprehensive loss:
Net loss		(258,303	)		(103,012	)
Foreign currency translation adjustment		26,507			12,338
Comprehensive loss	$	(231,796	)	$	(90,674	)

NoThe ~~assurances~~accompanying ~~can~~notes beare ~~given~~an ~~that~~integral ~~the Company~~part ~~will~~of bethese ~~successful~~consolidated infinancial ~~locating or negotiating with any target company~~statements.

~~The~~Table proposed business activities described herein classify USG1 as a “blank check” company. The Securities and Exchange Commission and certain states have enacted statuettes, rules and regulations limiting the public sale of ~~securities~~Contents of blank check companies. The Company will not make any efforts to cause a market to develop in its securities until such time as it has successfully implemented its business plan and is no longer classified as a blank check company.F-3

~~Following~~CANWEALTH ~~the~~MINERALS closing of the merger on February 11, 2013 with Canwealth Delaware, the company has succeeded to the mining business and operations of Canwealth Delaware and its subsidiary and plan to continue this business as its sole line of business.CORPORATION

~~Development~~CONSOLIDATED ~~Stage~~STATEMENT ~~Risk~~OF CHANGES IN STOCKHOLDERS’ DEFICIT

The Company has not earned revenues from operations. Accordingly, the Company’s activities have been accounted for as those of a “Development Stage Enterprise” as set forth in Accounting Standards Codification (“ASC”) 915 “Development Stage Entities”, which was previously Statement of Financial Accounting Standards No. 7 (“SFAS 7”). Among the disclosures required by ASC 915 are that the Company’s financial statements be identified as those of a development stage company, and that the statements of operations, stockholders’ deficit and cash flows disclose activity since the date of the Company’s inception. For the period from February 27, 2010 (inception) through December 31, 2012, the Company has accumulated losses of $44,414.

	Common Stock				Additional		Other
	Shares		Amount		Paid in capital		comprehensive income			Accumulated Deficit			Total

Balance, December 31, 2012		44,169,231	$	4,417	$	—	$	(795	)	$	(200,787	)	$	(197,165	)
Effect of reverse acquisition, February 11, 2013		6,600,000		660		—		—			(9,180	)		(8,520	)
Capital contribution		—		—		6,041		—			—			6,041
Foreign currency translation gain		—		—		—		12,338			—			12,338
Net loss for year ended December 31, 2013		—		—		—		—			(103,012	)		(103,012	)
Balance December 31, 2013		50,769,231		5,077		6,041		11,543			(312,979	)		(290,318	)
Net loss for the year ended December 31, 2014		—		—		—		—			(258,303	)		(258,303	)
Issuance of shares		2,400		—		2,129		—			—			2,129
Foreign currency translation		—		—		—		26,507			—			26,507
Balance December 31, 2014		50,771,631	$	5,077	$	8,170	$	38,050		$	(571,282	)	$	(519,985	)

~~Since~~The ~~its~~accompanying ~~inception,~~notes ~~the~~are ~~Company~~an ~~has~~integral ~~been~~part ~~dependent upon the receipt~~ of ~~capital~~these ~~investment~~consolidated tofinancial ~~fund its continuing activities~~statements. In addition to the normal risks associated with a new business venture, there can be no assurance that the Company’s business plan will be successfully executed. Company’s ability to execute our business plan will depend on its ability to obtain additional financing and achieve a profitable level of operations. There can be no assurance that sufficient financing will be obtained. Further, we cannot give any assurance that we will generate substantial revenues or that our business operations will prove to be profitable.

~~NOTE~~Table 2:of ~~MERGER~~Contents ~~AND RECAPITALIZATION~~F-4

OnCANWEALTH ~~August~~MINERALS 10, 2012, USG1, Inc., a Delaware corporation (“USG1”), entered into an Agreement and Plan of Merger, as amended (the “Merger Agreement”) with Canwealth Minerals Corporation, a Delaware corporation (“Canwealth Delaware”), and Kimi Royer as representative of the USG1 stockholders, pursuant to which Canwealth Delaware would merge with and into USG1 at the closing, as contemplated by the Merger Agreement. The merger contemplated by the Merger Agreement occurred on February 11, 2013. Upon the closing, the existing shares of Canwealth Delaware common stock will convert into 44,169,231 shares of USG1 common stock. The existing USG1 stockholders will continue to hold 6,600,000 shares of USG1 common stock. As consideration for the Merger, Canwealth Delaware shall pay the Stockholder Representative of USGI an aggregate of Fifty Thousand Dollars ($50,000) (the. "Merger Consideration"), who shall be solely responsible to distribute such Merger Consideration among the non- Dissenting Stockholders (the "Non-Dissenting Stockholders") on a pro rata basis relative to the number of shares of USGI Stock held by each such Non- Dissenting Stockholder prior to the Merger. The Merger Consideration shall be paid by Canwealth Delaware as follows:CORPORATION

~~(A)~~CONSOLIDATED ~~Ten~~STATEMENTS ~~Thousand~~OF ~~Dollars~~CASH ~~($10,000) shall be payable upon a Registration Statement on Form S-1 filed by USG1 being declared effective by the Securities and Exchange Commission; and~~FLOWS

F-11

	For the year ended December 31, 2014			For the year ended December 31, 2013
CASH FLOWS FROM OPERATING ACTIVITIES :

Net loss		(258,303	)		(103,012	)
Adjustments to reconcile net loss to net cash used in operating activities:

Accrued interest on convertible notes payable		2,515			—
Changes in operating assets and liabilities:
Other current assets		—			3,601
Bank indebtedness		325			—
Accounts payable and accrued liabilities		179,985			51,585
Net cash used in operating activities		(75,478	)		(47,826	)

CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:

Proceeds from issuance of shares		2,129			—
Cash acquired on acquisition		—			82
Proceeds from issuance of convertible note payable		39,904			2,456
Repayment of loans from related party		(3,377	)		(17,023	)
Proceeds from advances from others		4,271			54,775

Capital contribution		—			6,041
Net cash provided by financing activities		42,927			46,331

Effect of foreign exchange gain		32,085			1,537

Net increase (decrease) in cash and cash equivalents		(466	)		42

Cash and cash equivalents at beginning of year		466			424

Cash and cash equivalents at end of year		—			466

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest		—			—
Cash paid during the period for income taxes		—			—

NON CASH INVESTING AND FINANCING ACTIVITIES:
Property and equipment purchased through loans from related Parties		—			(1,127	)
Intangible assets purchased through loans from related parties		—			(11,095	)

Recapitalization effect on reverse acquisition		—			9,180

Sale of property and equipment to related party		—			10,024

~~CANWEALTH~~ The ~~MINERALS~~accompanying ~~CORPORATION~~notes are an integral part of these consolidated financial statements.

~~(FORMERLY~~Table ~~USG1,~~of ~~INC.)~~Contents F-5

(A CANWEALTH ~~DEVELOPMENT~~MINERALS ~~STAGE COMPANY)~~CORPORATION

~~NOTES~~Notes TOto ~~FINANCIAL~~Consolidated ~~STATEMENTS~~Financial Statements

~~(B)~~December ~~Forty Thousand Dollars ($40~~31,~~000)~~ ~~shall be payable upon (i) the filing of a Form 15c2-11 by the Surviving Company and (ii) the shares of USGI Stock being actively traded on "stock exchange or quotation service.~~2014

~~Prior~~ NOTE ~~to the consummation of the merger, the stockholders of Canwealth Minerals Corporation, a company organized on February~~ 1, 2006 under the laws of the Canada Business Corporations Act (“Canwealth Quebec”), contributed their shares of Canwealth Quebec to Canwealth Delaware in exchange for shares of Canwealth Delaware common stock per contribution agreement dated November 29, 2012. As a result of the foregoing, Canwealth Quebec is a wholly-~~owned~~ ~~subsidiary~~NATURE ofOF Canwealth Delaware. Following the merger, USG1 succeeded to the mining business and operations of Canwealth Quebec. Prior to the merger, there were no material relationships between USG1 and Canwealth Delaware or Canwealth Quebec or between Company’s respective affiliates, directors or officers. All USG1 pre-merger liabilities were settled prior to closing. Upon the effectiveness of the merger, the existing directors and officers of USG1 each resigned and Garth McIntosh was elected as the sole officer and director of USG1.OPERATIONS

~~NOTE~~Canwealth 3:Minerals ~~GOING~~Corporation ~~CONCERN~~was organized on February 1, 2006 under the laws of the Canada Business Corporations Act.

~~The Company~~Canwealth’s ~~financial~~mission ~~statements are~~is ~~prepared~~to ~~using~~develop ~~generally~~the mining ~~accepted~~concessions ~~accounting~~it ~~principles~~has registered in ~~the~~various ~~United~~areas ~~States~~ of ~~America~~Northern ~~applicable to a going concern~~Quebec, which ~~contemplates~~ ~~the~~based ~~realization~~on ofassay ~~assets~~reports ~~and the satisfaction~~ of ~~liabilities~~preliminary insamples taken ~~the~~from ~~normal~~these ~~course~~sites, ~~of business. The Company~~ has ~~not yet~~shown ~~established an ongoing source of revenues sufficient~~ to ~~cover~~contain ~~its~~traces ~~operating costs and allow it to continue as a going concern. The ability~~ of ~~the~~various ~~Company~~elements tosuch ~~continue~~ as agold, ~~going~~silver, ~~concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital~~copper, itrare ~~could~~earth beand ~~forced~~other ~~to cease operations.~~such ~~The accompanying financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern~~minerals.

~~F-12~~The Company, when presented with the opportunity to do so, will seek to register additional land claims in other regions of Quebec, however it is not limited to only that region of North America, or any other area where opportunities may present themselves. Upon entering into agreements to acquire concessions, the Company will market the properties to mining companies and other interested parties.

~~CANWEALTH~~The ~~MINERALS~~Company’s ~~CORPORATION~~year end is December 31.

The Company is in the exploratory stage as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities (~~FORMERLY~~“ASC ~~USG1~~915-10”) with its efforts principally devoted to developing a platform of prime quality energy assets. To date, ~~INC~~the Company has incurred expenses and has sustained losses.) Consequently, its operations are subject to all the risks inherent in the establishment of a new business enterprise. As of December 31, 2014, the Company has accumulated deficit of $571,282. The Company also owns as of December 31, 2014, mining equipment with an associated cost of $39,494 and mining concessions at a cost of $22,224.

(ANOTE ~~DEVELOPMENT~~2 ~~STAGE~~– ~~COMPANY)~~SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

~~NOTES~~A TOsummary ~~FINANCIAL~~of ~~STATEMENTS~~significant accounting policies applied in the presentation of financial statements are as follows:

~~Management’s~~Principals ~~Plan~~of ~~to Continue as a Going Concern~~Consolidation

InThe ~~order~~consolidated tofinancial ~~continue~~statements ~~as a going concern,~~include the ~~Company~~accounts ~~will~~of ~~need, among other things, additional capital resources. Management’s plans to obtain such resources for~~ the Company ~~include~~and ~~(1) obtaining capital from the sale of~~ its ~~securities,~~subsidiaries. ~~and~~All ~~(2)~~significant ~~short~~inter-~~term~~company ~~borrowings~~accounts ~~from~~and ~~shareholders~~transactions orhave ~~related party~~been ~~when needed~~eliminated. ~~However, management cannot provide any assurance that the Company will be successful in accomplishing any of its plans.~~

~~The~~Revenue ability of the Company to continue as a going concern is dependent upon its ability to successfully accomplish the plans described in the preceding paragraph and eventually secure other sources of financing and attain profitable operations.Recognition

~~NOTE~~The 4Company will recognize revenue in accordance with Accounting Standards Codification subtopic 605-10, Revenue Recognition (“ASC 605-10”) which requires that four basic criteria must be met before revenue can be recognized: ~~SUMMARY~~(1) OFpersuasive ~~ACCOUNTING~~evidence ~~POLICIES~~of an arrangement exists; (2) delivery has occurred; (3) the selling price is fixed and determinable; and (4) collectability is reasonably assured. Determination of criteria (3) and (4) are based on management's judgments regarding the fixed nature of the selling prices of the products delivered and the collectability of those amounts. Provisions for discounts and rebates to customers, estimated returns and allowances, and other adjustments are provided for in the same period the related sales are recorded.

~~Basis~~Use of ~~Presentation:~~Estimates

The ~~accompanying~~preparation of the financial statements ~~have~~in conformity with accounting principles ~~been~~generally ~~prepared~~accepted byin the ~~Company.~~United ~~The~~States ~~Company’s~~requires ~~financial~~management ~~statements~~to ~~are~~make ~~prepared~~estimates inand ~~accordance~~assumptions ~~with~~that ~~generally~~affect ~~accepted~~the ~~accounting~~reported amounts ~~principles~~of inassets ~~the~~and ~~United~~liabilities ~~States~~and disclosure of ~~America~~contingent ~~(“US~~assets ~~GAAP”)~~and ~~for~~liabilities ~~annual~~at ~~financial~~the ~~statements~~date ~~and~~of ~~with~~the ~~Form~~financial ~~10-K~~statements and ~~article~~the 8reported amount of ~~the~~revenue ~~Regulation~~and ~~S-X~~expenses ofduring the ~~United~~reported ~~States~~period. ~~Securities~~Actual ~~and~~results ~~Exchange~~could ~~Commission~~differ ~~(“SEC”)~~materially from the estimates.

~~Fiscal~~Table ~~Year:~~of Contents F-6

~~The~~Cash ~~Company’s~~and ~~fiscal~~Cash ~~year end is December 31.~~Equivalent

~~Cash~~The ~~and~~Company ~~Cash~~considers ~~Equivalents:~~all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At December 31, 2014 cash consists of a checking account.

~~Cash~~Mine ~~and~~Exploration ~~cash equivalents include cash~~ and ~~all~~Development ~~highly liquid instruments with original maturities of three months or less.~~Costs

~~Use~~The Company accounts for mine exploration costs in accordance with Accounting Standards Codification 930, Extractive Activities – Mining. All exploration expenditures are expensed as incurred. Mine development costs are capitalized until production, other than production incidental to the mine development process, commences and are amortized on a units of ~~Estimates:~~production method based on the estimated proven and probable reserves. Mine development costs represent costs incurred in establishing access to mineral reserves and include costs associated with sinking or driving shafts and underground drifts, permanent excavations, roads and tunnels. The end of the development phase and the beginning of the production phase takes place when construction of the mine for economic extraction is substantially complete. Coal extracted during the development phase is incidental to the mine’s production capacity and is not considered to shift the mine into the production phase. Amortization of capitalized mine development is computed based on the estimated life of the mine and commences when production, other than production incidental to the mine development process, begins. As of December 31, 2014, the Company had not incurred any mine development costs.

~~The~~Mine preparation of financial statements in conformity with generally accepted accounting principles in the Unites 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 revenue and expenses during the reporting period. Accordingly, actual results could differ from those estimates.Properties

~~Share~~The ~~Based~~Company ~~Payments:~~accounts for mine properties in accordance with Accounting Standards Codification 930, Extractive Activities –Mining. Costs of acquiring mine properties are capitalized by project area upon purchase of the associated claims. Mine properties are periodically assessed for impairment of value and any diminution in value. The Company held mining claims with respect to five mineral properties as of December 31, 2014, which are presented as intangible assets of $22,224.

~~The~~Income Company accounts for its stock based compensation under ASC 718 “Compensation – Stock Compensation” using the fair value based method. Under this method, compensation cost is measured at the grant date based on the value of the award and is recognized over the service period, which is usually the vesting period. This guidance establishes standards for the accounting for transactions in which an entity exchanges it equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments.. To date, the Company has not adopted a stock option plan nor granted any stock options.Taxes

FThe Company has adopted Accounting Standards Codification subtopic 740-1310, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes consist primarily of timing differences such as deferred officers’ compensation and stock compensation accounting versus tax differences.

~~CANWEALTH~~Net ~~MINERALS~~Loss ~~CORPORATION~~Per Share, basic and diluted

The Company has adopted Accounting Standards Codification Subtopic 260-10, Earnings Per Share (~~FORMERLY~~“ASC ~~USG1~~260-10”) specifying the computation, ~~INC~~presentation and disclosure requirements of earning per share information.) Basic loss per share has been computed by dividing net loss available to common shareholders by the weighted average number of common shares outstanding for the period. There were no diluted shares as of December 31, 2014 and 2013.

(ADerivative ~~DEVELOPMENT STAGE COMPANY)~~Instruments

~~NOTES~~The TOCompany ~~FINANCIAL~~accounts ~~STATEMENTS~~for derivative instruments in accordance with Accounting Standards Codification 815, Derivatives and Hedging (“ASC 815”), which establishes accounting and reporting standards for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities. They require that an entity recognize all derivatives as either assets or liabilities in the balance sheet and measure those instruments at fair value.

~~Advertising~~Table ~~Costs:~~of Contents F-7

~~The~~If ~~Company~~certain ~~expenses~~conditions ~~all~~are ~~advertising~~met, ~~costs~~a derivative inmay be specifically designated as a hedge, the ~~current~~objective ~~period.~~of ~~The~~which ~~results~~is to match the timing of ~~future~~gain ~~benefits~~or ~~from~~loss ~~advertising~~recognition on the hedging derivative with the recognition of (i) the changes in the fair value of the hedged asset or liability that are ~~minimal~~attributable ~~based~~to the ~~upon~~hedged risk or (ii) the ~~type~~earnings effect of ~~advertising~~the ~~involved~~hedged forecasted transaction. To ~~date~~For a derivative not designated as a hedging instrument, the ~~Company~~gain ~~has~~or ~~not~~loss ~~incurred~~is ~~any~~recognized ~~advertising~~in ~~expenses~~income in the period of change.

~~Income~~At ~~Taxes:~~December 31, 2014 and December 31, 2013, the Company has not engaged in any transactions that would be considered derivative instruments or hedging activities.

~~Income~~Fair ~~taxes~~Value are accounted for under the assets and liabilities method. Deferred tax assets and liabilities are recognized for the estimated future tax consequences attributable to differences between the financial statement carrying amounts of ~~existing~~Financial assets and liabilities and their respective tax bases and operating loss and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates in effect for the year in which those temporary differences are expected to be recovered or settled.Instruments

~~Net~~The ~~Loss~~Company's ~~per~~financial ~~Common~~instruments, ~~Share:~~as defined by Accounting Standards Codification subtopic 825-10, Financial Instruments (“ASC 825-10”), include cash, accounts payable and convertible notes payable. All instruments are accounted for on a historical cost basis, which, due to the short maturity of these financial instruments, approximates fair value at December 31, 2014.

~~Basic~~FASB ~~net~~ASC ~~loss per~~820 ~~share~~defines isfair ~~calculated by dividing net loss by the weighted-average number of common shares outstanding during the period under the provisions of Accounting Standards Codification subtopic 260-10~~value, ~~Earnings per Share (“ASC 260-10”).~~establishes ~~Diluted~~a ~~net~~framework ~~loss~~for ~~per~~measuring ~~share~~fair ~~reflects~~value ~~the~~in ~~potential~~accordance ~~dilution~~with ofgenerally ~~securities~~accepted byaccounting ~~including common stock equivalents~~principles, ~~such~~and asexpands ~~stock~~disclosures ~~options,~~about ~~stock~~fair ~~warrants~~value ~~and~~measurements. ~~convertible~~ASC ~~preferred~~820 ~~stock,~~establishes ina ~~the~~three-tier ~~weighted~~fair ~~average~~value ~~number~~hierarchy ofwhich ~~common~~prioritizes ~~shares~~the ~~outstanding~~inputs ~~for~~used ain ~~period, if dilutive.~~measuring Asfair ofvalue ~~December~~as ~~31, 2012, there were no potentially dilutive securities.~~follows:

~~Recently~~Level ~~Issued~~1: ~~Accounting~~Observable ~~Pronouncements:~~inputs such as quoted prices in active markets;

~~The~~Level ~~Company~~2: ~~has~~Inputs, ~~adopted~~other ~~all~~than ~~recently issued accounting pronouncements. The adoption of~~ the ~~accounting~~quoted ~~pronouncements,~~prices in ~~including~~active ~~those not yet effective~~markets, isthat ~~not~~are ~~anticipated to~~observable ~~have~~either adirectly ~~material effect on the financial position~~ or ~~results~~indirectly; ~~of operations of the Company.~~and

~~NOTE~~Level 53: ~~STOCKHOLDERS’~~Unobservable ~~EQUITY~~inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions

The Company isdoes ~~authorized~~not tohave ~~issue~~any aassets ~~total~~or liabilities ofmeasured ~~120,000,000~~at ~~shares~~fair ofvalue ~~stock~~on ~~consisting~~a ofrecurring ~~100~~basis at December 31,~~000~~ 2014 and December 31,~~000~~ ~~shares~~2013. ofThe ~~common~~Company ~~stock~~did ~~with~~not ~~par~~have ~~value~~any offair ~~$0.0001~~value adjustments ~~per~~for ~~share~~assets and ~~20,000,000 shares~~liabilities ofmeasured ~~preferred~~at ~~stock~~fair value on a nonrecurring basis during the year ended December 31, ~~par~~2014 and ~~value~~December of31, $02013.~~0001.~~

OnForeign ~~February~~Currency ~~27,~~Translation 2010 (inception), the Company issued 6,350,000 shares of common stock to 43 individual shareholders at an average price of $0.00317 per share for cash in the amount of $20,100. On the same date, the Company issued 250,000 shares of common stock as payment for legal and ~~consulting services~~Comprehensive atIncome ~~$0.00317 per share for a total value of $793.~~(Loss)

OnThe ~~June~~functional ~~30,~~currency ~~2012,~~of ~~the~~Canwealth ~~Company~~is ~~entered a~~the ~~loan~~Canadian ~~conversion~~Dollar ~~agreement~~(“CAD”). ~~with~~For ~~its~~financial ~~major~~reporting ~~shareholder~~purposes, ~~Ms.~~CAD ~~Kimi~~were ~~Royer,~~translated ~~who~~into isUnited ~~also~~States ~~the~~Dollars ~~Chairman and Chief Executive Officer of the~~(“USD” ~~Company.~~or ~~Pursuant~~“$”) toas the ~~agreement,~~reporting Mscurrency. ~~Royer~~Assets ~~agrees~~and toliabilities ~~convert~~are ~~the~~translated ~~$2,500~~at ~~loan~~the ~~provided~~exchange rate in ~~June~~effect ~~2010~~at to the ~~Company to additional~~balance ~~paid-in~~sheet ~~capital~~date. Revenues and toexpenses ~~forgive~~are ~~any~~translated ~~accrued~~at ~~interest~~the ~~that~~average ~~has~~rate ~~accumulated~~of asexchange ofprevailing during the ~~conversion~~reporting ~~date~~period.

~~F-14~~Translation adjustments arising from the use of different exchange rates from period to period are included as a component of stockholders’ equity as “Accumulated other comprehensive income”. Gains and losses resulting from foreign currency transactions are included in the results of operations. There has been no significant fluctuation in the exchange rate for the conversion of CAD to USD after the balance sheet date.

~~CANWEALTH~~The ~~MINERALS~~Company ~~CORPORATION~~uses Accounting Standard Codification 220 “Comprehensive Income”. Comprehensive income is comprised of net income and all changes to the statements of stockholders’ equity, except those due to investments by stockholders, changes in paid-in capital and distributions to stockholders. Comprehensive income for the years ended December 31, 2014 and 2013 consisted of net income and foreign currency translation adjustments.

~~(FORMERLY~~Table ~~USG1,~~of ~~INC.)~~Contents F-8

(AThe ~~DEVELOPMENT~~exchange ~~STAGE~~rates ~~COMPANY)~~used to translate amounts in CAD into USD for the purposes of preparing the financial statements were as follows:

NOTES TO FINANCIAL STATEMENTS


	December 31, 2014		December 31, 2013
Period-end CAD: USD exchange rate		0.8620		0.9399
Average Period CAD: USD exchange rate		0.9022		0.9710

~~NOTE~~Stock 6:Based ~~RELATED PARTY TRANSACTIONS~~Compensation

The ~~parties~~Company ~~primarily~~follows ~~refer~~Accounting toStandards ~~the shareholders~~Codification ~~and~~subtopic ~~officers~~718-10, ofCompensation ~~the~~(“ASC ~~Company~~718-10”) ~~and~~which ~~corporate~~requires ~~entities~~that ~~related~~all share-based payments to both employees and non-employees be recognized in the ~~Company~~income ~~through~~statement ~~common~~based ~~ownership~~on their fair values.

~~Note~~As ~~Payable~~of December 31, 2014 and December 31, 2013, the Company did not have any issued or outstanding stock options.

~~Note~~Concentration ~~payable to officer amounted to $0~~ and ~~$2,500~~Credit as of December 31, 2012 and 2011, respectively. The loan was borrowed from the President and Chairman of the Company on July 6, 2010 for short-term with written agreement, unsecured, and bearing an interest of 0.43% per annum as of December 31, 2012. Interest expense incurred for the note payable was $0 and $13 for the year ended December 31, 2012 and 2011. Accrued interest amounted to $0 and $21 as of December 31, 2012 and 2011.Risk

OnThe ~~June~~Company’s ~~30,~~principal ~~2012~~operations are all carried out in Canada. Accordingly, the Company’s ~~entered~~business, ~~a loan~~financial ~~conversion~~condition ~~agreement~~and ~~with~~results ~~its~~of ~~major~~operations ~~shareholder,~~may ~~Ms.~~be ~~Kimi~~influenced by ~~Royer~~the political, ~~who~~economic isand ~~also~~legal ~~the~~environments ~~Chairman~~in Canada, and ~~Chief~~by ~~Executive~~the ~~Officer~~general state of ~~the Company~~Canadian economy. ~~Pursuant~~The toCompany’s operations ~~the~~in ~~agreement,~~Indonesia ~~Ms.~~are ~~Royer~~subject ~~agrees~~ to ~~convert~~specific ~~the~~considerations ~~$2,500~~and ~~loan~~significant ~~provided~~risks innot ~~June~~typically ~~2010~~associated towith ~~the~~companies ~~Company~~in North toAmerica. ~~additional paid-in~~These ~~capital~~include ~~and~~risks toassociated ~~forgive~~with, ~~any~~among ~~accrued~~others, ~~interest~~the ~~that~~political, ~~has~~economic ~~accumulated~~and aslegal ofenvironments ~~June~~and ~~30,~~foreign ~~2012~~currency exchange. ~~(See~~The ~~Note~~Company’s ~~5).~~results ~~Unpaid~~may ~~interests~~be ~~accrued associated~~adversely ~~with~~affected ~~the~~by ~~note~~changes ~~amounted~~in governmental policies with respect to ~~$24~~laws asand ofregulations, anti-inflationary ~~the~~measures, currency conversion ~~date~~and ~~was~~remittance ~~recorded~~abroad, asand ~~other~~rates ~~income~~and ~~for~~methods ~~the~~of ~~year~~taxation, ~~ended~~among ~~December~~other ~~31, 2012~~things.

~~NOTE~~Financial 7instruments –and ~~INCOME~~related ~~TAXES~~items, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents and trade receivables. The Company places its cash and temporary cash investments with

~~The Company follows Accounting Standards~~high ~~Codification~~credit ~~subtopic~~quality 740-10, Income Taxes (“ASC 740-10”) which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been included in the financial statement or tax returnsinstitutions. ~~Under~~ ~~this~~At ~~method~~times, ~~deferred~~such ~~tax~~investments ~~liabilities~~may ~~and~~be ~~assets~~in ~~are~~excess ~~determined based on the difference between financial statements and tax bases~~ of ~~assets and liabilities using enacted tax rates in effect for~~ the ~~year~~FDIC ininsurance ~~which the differences are expected to reverse~~limit. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes include, but not limited to, accounting for intangibles, debt discounts associated with convertible debt, equity based compensation and depreciation and amortization.

AtResearch ~~December~~and 31, 2012, the Company has available for federal income tax purposes a net operating loss carry forward of $44,414, which expires in the year 2032, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management based upon the earnings history of the Company; it is more likely than not that the benefits will not be realized. Based upon the change in ownership rules under section 382 of the Internal Revenue Code of 1986, if in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by that section, all of the Company’s net operating losses carry forwards may be significantly limited as to the amount of use in a particular years. All or portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.Development

AtThe ~~December~~Company 31accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, ~~2012~~Research and Development (“ASC 730-10”). Under ASC 730-10, all research and development costs must be charged to expense as incurred. Accordingly, internal research and development costs are expensed as incurred. Third-party research and development costs are expensed when the ~~significant~~contracted ~~components~~work ofhas been performed or as milestone results have been achieved as defined under the ~~deferred~~applicable agreement. Company-sponsored research ~~tax~~and ~~assets~~development ~~(liabilities)~~costs related to both present and future products are ~~summarized~~expensed ~~below:~~in the period incurred. As of December 31, 2014, the Company has not incurred any research and development expenses.

Net operating loss carry forwards expiring through 2032	$	44,414
Deferred tax asset		6,662
Less valuation allowance		(6,662	)
Balance	$	—
Net operating loss carry forwards 2012 (estimated)	$	44,414
Balance	$	44,414

Reliance on Key Personnel and Consultants

~~F-15~~The Company employs one executive officer. The Company is heavily dependent on the continued active participation of Mr. McIntosh and key consultants. The loss of any of Mr. McIntosh or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

~~CANWEALTH MINERALS CORPORATION~~Reclassification

~~(FORMERLY~~Certain ~~USG1,~~reclassifications ~~INC~~have been made to prior periods’ data to conform to the current period’s presentation.) These reclassifications had no impact on the reported net loss.

(ATable ~~DEVELOPMENT~~of ~~STAGE~~Contents ~~COMPANY)~~F-9

~~NOTES~~Impact TOof ~~FINANCIAL~~New ~~STATEMENTS~~Accounting Standards

The Company ~~recognizes~~has ~~interest~~reviewed ~~and~~all ~~penalties~~other recently ~~related~~issued, tobut ~~uncertain~~not ~~tax~~yet ~~positions~~adopted, accounting standards in ~~general~~order ~~and~~to ~~administrative~~determine ~~expenses.~~their Aseffects, ofif ~~December~~any, 31on its results of operation, ~~2012~~financial position or cash flows. Based on that review, the Company ~~has~~believes nothat ~~unrecognized tax~~none ~~benefit~~of ~~from~~these ~~uncertain~~pronouncements ~~tax~~will ~~positions,~~have ~~including~~a ~~interest~~significant ~~and~~effect on ~~penalties~~its consolidated financial statements.

~~The~~NOTE ~~difference~~3 ~~between~~- ~~income~~GOING ~~tax~~CONCERN ~~expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:~~MATTERS

Statutory federal income tax rate	15.00	%
State income taxes and other	0.0	%
Effective tax rate	15.00	%

The accompanying consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern. As of December 31, 2014, the Company has a deficit accumulated of $571,282 and has incurred significant operating losses and negative cash flows. For the year ended December 31, 2014, the Company sustained a net loss of $258,303 compared to a net loss of $103,012 for the year ended December 31, 2013. The Company will need additional financing which may take the form of equity or debt and the Company has converted certain liabilities into equity. In the event the Company is not able to increase its working capital, the Company will not be able to implement or may be required to delay all or part of its business plan, and its ability to attain profitable operations, generate positive cash flows from operating and investing activities and materially expand the business will be adversely affected. The accompanying consolidated financial statements do not include any adjustments relating to the classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should the company be unable to continue in existence.

~~Deferred~~The ~~income~~Company ~~taxes~~is ~~result~~seeking ~~from~~to ~~temporary~~raise capital through ~~differences~~public inofferings and through other potential financings and business opportunities. The Company’s goal is to raise the ~~recognition~~initial funding of ~~income~~approximately ~~and~~$15,000,000 ~~expenses~~to enable it to fund its operations for the ~~financial~~next ~~reporting~~twelve ~~purposes~~months and ~~for~~beyond. ~~tax~~These ~~purposes.~~operations will ~~The~~be ~~tax~~to ~~effect~~ engage a team of ~~these~~mining ~~temporary~~specialists ~~differences~~and ~~representing~~geologists, ~~deferred~~further ~~tax~~develop ~~asset~~the mining claims that the Company already owns, and ~~liabilities~~to ~~result~~perform ~~principally~~additional ~~from~~tests on existing claims to determine an overall strategy or mining plan. The amount of money raised will determine how long the ~~following:~~Company will continue as a going concern.

Deferred Tax Asset: (Liability)
Net operating loss carry forward	$	11,771
Subtotal		11,771
Valuation allowance		(11,771	)
Net Deferred Tax Asset (Liability)	$	—

NOTE 4 – PROPERTY AND EQUIPMENT

~~NOTE~~Property 8:and ~~COMMITMENTS~~equipment ~~AND~~at ~~CONTINGENCIES~~December 31, 2014 and December 31, 2013 are as follows:

Litigation

		December 31, 2014		December 31, 2013
Mining machinery and equipment	$	39,494	$	43,063
Total	$	39,494	$	43,063

~~The~~No ~~Company~~depreciation ishas ~~subject~~been atcharged ~~times~~for tothe ~~other~~years ~~legal~~ended ~~proceedings~~December ~~and claims~~31, ~~which~~2014 ~~arise~~and ~~in the ordinary course of its business. Although occasional adverse decisions or settlements may occur~~2013, since the Company ~~believes~~is ~~that~~in ~~the~~assembly ~~final disposition of such matters should not have a material adverse effect on its financial position, results of operations or liquidity. There was no outstanding litigation as of December 31, 2012.~~and

~~NOTE~~testing mode, 9:not ~~SUBSEQUENT~~in ~~EVENTS~~operations.

~~The~~NOTE ~~merger~~5 ~~contemplated~~- inCAPITAL Note 2 occurred on February 11, 2013. Upon the closing, the existing shares of Canwealth Quebec converted into 44,169,231 shares of the Company’s common stock. Before the merger, the Company’s corporate name was USG1, Inc. In Certificate of Merger filing, the Company changed its name to Canwealth Minerals Corporation. STOCK

~~F-16~~Preferred Stock

~~SIGNATURES~~The Company is authorized to issue 20,000,000 shares of preferred stock, par value of $0.0001.

~~Pursuant~~As ~~to the requirements~~ of ~~Section~~December 1331, or2014 ~~15(d)~~and ofDecember ~~the Securities Exchange Act of 1934~~31, ~~the registrant has duly caused this report to be signed on its behalf~~2013, byno ~~the~~preferred ~~undersigned~~stock ~~thereunto~~was ~~duly~~issued ~~authorized~~and outstanding.

~~Canwealth~~Common ~~Minerals Corporation By: /s/ Garth McIntosh President (Principal Executive Officer and Principal Accounting Officer)~~Stock

~~Dated:~~The ~~April~~Company 15is authorized to issue 100,000,000 shares ~~2013~~of common stock with par value of $0.0001 per share.

~~Pursuant~~As ~~to the Securities Exchange Act~~ of ~~1934~~December 31, ~~this~~2014 ~~report~~and ~~has~~December ~~been~~31, ~~signed~~2013, ~~below~~there bywere ~~the~~50,771,631 ~~following~~and ~~persons~~50,769,231 shares ~~on behalf~~ of ~~the~~common ~~registrant~~stock ~~and~~issued ~~in the capacities~~ and onoutstanding, ~~the dates indicated~~respectively.

NAME	OFFICE	DATE
/s/ Garth McIntosh	Director	April 15, 2013

Table of Contents

F-10

NOTE 6 - RELATED PARTY TRANSACTIONS

Mr. Garth McIntosh, the Company’s Chairman of the Board, Chief Executive Officer and President, is also a majority shareholder of ICBS Ltd. which is the largest shareholder of Canwealth Minerals Corporation. As of December 31, 2014 and December 31, 2013, the Company has taken loans from shareholders of $60,074 and $63,451, respectively. No formal repayment terms or arrangements existed. The entire above loan is non-interest bearing and payable on demand.

ICBS Ltd. has given a loan to the Company and also transferred the assets worth $39,494 as of December 31, 2014. As of December 31, 2013, the Company acquired intangible asset of $22,224 through loans from related parties.

NOTE 7 – CONVERTIBLE NOTES PAYABLE

On October 20, 2012, the Company entered into an agreement with a third party non-affiliate to a 20% interest bearing convertible note for $22,558 ($20,000 CAD original principal amount) due on December 31, 2014, with the conversion features commencing immediately. The note is convertible into 100,000 shares of common stock of the Company. As of December 31, 2014, the balance in the note and accrued interest was $22,558. The lender has agreed to freeze interest at $4,000 CAD provided the loan is repaid on or prior to that date. In February 2015, the loan was extended to December 31, 2016.

On March 1, 2014, the Company entered into three arrangements with third parties to 10% interest bearing notes totaling $14,944, accrued interest included ($15,000 CAD original principal amount), which are convertible into common stock of the Company at the market price plus 50% additional shares at the same market price on the date of conversion.

On September 1, 2014, the Company entered into an arrangement with a third party non-affiliate to a 10% interest bearing convertible note totaling $4,788, accrued interest included ($5,000 CAD original principal amount), which is convertible into common stock of the Company at the market price plus 33% additional shares at the same market price on the date of conversion.

On July 2, 2014, the Company entered into an arrangement with a third party non-affiliate to a 10% interest bearing convertible note totaling $4,525, accrued interest included ($5,000 CAD original principal amount), which is convertible into common stock of the Company at the market price plus 33% additional shares at the same market price on the date of conversion.

On June 19, 2014, the Company entered into an arrangement with a third party non-affiliate to a 10% interest bearing convertible note totaling $18,161, accrued interest included ($20,000 CAD original principal amount), which is convertible into common stock of the Company at the market price plus 25% additional shares at the same market price on the date of conversion.

Interest on these loans is accrued to December 31, 2014.

NOTE 8 – LOAN FROM NON-RELATED PARTIES

The Company has loans from a non-related party of $59,046. These loans are non-interest bearing and payable on December 31, 2016.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

Operating lease

The Company does not currently lease facilities.

Table of Contents

F-11

Litigation

The Company may be subject to legal proceedings and claims which arise in the ordinary course of its business. Although occasional adverse decisions or settlements may occur, The Company believes that the final disposition of such matters should not have a material adverse effect on its financial position, results of its operations or liquidity. The Company had no pending legal proceedings or claims other than described above as of December 31, 2014.

NOTE 10 – INCOME TAXES

The Company follows Accounting Standards Codification subtopic 740-10, Income Taxes (“ASC 740-10”), which requires the recognition of deferred tax liabilities and assets for the expected future tax consequences of events that have been reflected in the financial statements or tax returns. Under this method, deferred tax liabilities and assets are determined based on the difference between financial statements and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Temporary differences between taxable income reported for financial reporting purposes and income tax purposes include, but are not limited to, accounting for intangibles, debt discounts associated with convertible debt, equity based compensation and depreciation and amortization.

At December 31, 2014, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $556,300, which expires in the year 2034, that may be used to offset future taxable income. The Company has provided a valuation reserve against the full amount of the net operating loss benefit, since in the opinion of management, based upon the earnings history of the Company, it is more likely than not that the benefits will not be realized. Based upon the change in ownership rules under section 382 of the Internal Revenue Code of 1986, if in the future the Company issues common stock or additional equity instruments convertible in common shares which result in an ownership change exceeding the 50% limitation threshold imposed by that section, all of the Company’s net operating losses carry forwards may be significantly limited as to the amount of use in a particular year. All or a portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.

The significant components of the deferred tax assets (liabilities) as of December 31, 2014 are summarized below:

Net operating loss carry forwards expiring through 2033	$	556,300

Tax Asset		111,300
Less valuation allowance		(111,300	)
Balance	$	—

Net operating loss carry forwards 2014 (estimated)	$	556,300
Balance	$	556,300

The Company recognizes interest and penalties related to uncertain tax positions in general and administrative expenses. As of December 31, 2014, the Company has no unrecognized tax benefit from uncertain tax positions, including interest and penalties.

The difference between income tax expense computed by applying the federal statutory corporate tax rate and actual income tax expense is as follows:

Statutory federal (US) income tax rate			35.0 %
Tax rate difference between Canada and USA			(15.0)%

Effective tax rate			20.0 %

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F-12

Deferred income taxes result from temporary differences in the recognition of income and expenses for the financial reporting purposes and for tax purposes. The tax effect of these temporary differences representing deferred tax asset and liabilities result principally from the following:

Deferred Tax Asset: (Liability)

Net operating loss carry forward	$	556,300
Valuation allowance		(556,300)

Net Deferred Tax Asset (Liability)	$	—

NOTE 11 – SUBSEQUENT EVENTS

Management has evaluated events occurring after the date of these financial statements through the date that these financial statements were issued. There have been no events that would require adjustment to or disclosure in the financial statements.

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F-13

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report to be signed on its behalf by the undersigned thereunto duly authorized.

	Canwealth Minerals Corporation

	By:	/s/ Garth McIntosh
		President (Principal Executive Officer and Principal Accounting Officer)

Dated: April 14, 2015

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

NAME	OFFICE	DATE

/s/ Garth McIntosh	Director	April 14, 2015

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