UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~March~~October 215, ~~2014~~ 2015

CANWEALTH MINERALS CORPORATION

(Exact Name of Registrant as Specified in its Charter)

Delaware		000-54533		27-2288541
(State or Other Jurisdiction of Incorporation)		(Commission File Number)		(IRS Employer Identification No.)

Delaware

(State or Other Jurisdiction of Incorporation)

000-54533

(Commission File Number)

27-2288541

(IRS Employer Identification No.)

1376 Perrot Boulevard, Ile Perrot, Quebec, Canada J7V 7P2

(Address of Principal Executive Offices) (Zip Code)

(514) 425-2020

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.0201. ~~Departure~~Entry ofinto ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.~~Agreement

~~Appointment~~On October 5, 2015, Canwealth Minerals Corporation, a Delaware Corporation (the “Company”), entered into a third amendment (the “Third Amendment”) to the Agreement and Plan of ~~Carl~~Merger ~~Caumartin~~(as previously amended, the “Merger Agreement”), dated as of August 10, 2012, by and among Canwealth Minerals Corporation, a ~~Director~~Delaware corporation, USG1, Inc., a Delaware corporation, and Kimi Royer as representative of USG1, Inc. stockholders (the “Stockholder Representative”).

OnThe ~~March~~Third ~~21,~~Amendment amends ~~2014,~~ the ~~holders of 87% of the outstanding~~Merger ~~voting~~Agreement ~~stock~~to ofprovide ~~Canwealth~~that ~~Minerals Corporation, a Delaware corporation (~~the ~~“Company”),~~Merger ~~elected~~Consideration ~~Mr. Carl Caumartin~~ (as adefined ~~member~~in of the ~~Board~~Merger ~~of Directors of the Company (the “Board”~~Agreement), toshall ~~hold~~be ~~such~~payable ~~position~~on ~~until~~or ~~the~~before ~~next annual~~June ~~meeting~~30, ~~of the stockholders of the Company or until his successor is duly elected and qualified~~2016.

~~Mr.~~Other ~~Caumartin~~than ~~has~~as ~~not~~expressly ~~yet~~modified ~~been named~~ pursuant to ~~any~~the ~~committees~~Third of Amendment, the ~~Board~~Merger Agreement remains in full force and effect. ~~There~~The isforegoing nodescription ~~related~~of ~~party~~the Third ~~transaction,~~Amendment does ornot ~~any~~purport ~~currently~~to ~~proposed~~be ~~related~~complete ~~party~~and ~~transaction,~~is ~~involving~~subject ~~the~~to, ~~Company~~and qualified in ~~which~~ ~~Mr.~~its ~~Caumartin~~entirety orby, ~~any~~the full text of ~~his~~the Third ~~immediate~~Amendment ~~family~~attached ~~members~~hereto ~~had~~as orExhibit ~~will~~10.4 ~~have~~to athis ~~direct~~Current orReport ~~indirect~~on ~~material~~Form ~~interest~~8-K, which is incorporated herein by reference.

~~Appointment~~Item of9.01 ~~Neji~~Financial ~~Jedda~~Statements asand ~~a Director~~Exhibits

On March 21, 2014, the holders of 87% of the outstanding voting stock of the Company elected Mr. Neji Jedda as a member of the Board, to hold such position until the next annual meeting of the stockholders of the Company or until his successor shall be duly elected and qualified.

Exhibit		Description of Exhibit
	10.1 (1)	Agreement and Plan of Merger by and among Canweath Minerals Corporation, USG1, Inc. and Kimi Royer, as a representative of the USG1 stockholders
	10.2 (2)	First Amendment to Agreement and Plan of Merger
	10.3 (2)	Second Amendment to Agreement and Plan of Merger
	10.4	Third Amendment to Agreement and Plan of Merger, entered into as of October 5, 2015, by and among the Company and the Stockholder Representative.

~~Mr.~~(1) ~~Jedda~~Filed ~~has~~with ~~not~~the ~~yet~~Securities ~~been~~and ~~named~~Exchange tocommission ~~any~~on ~~committees~~August of14, ~~the Board.~~2012 ~~There~~as isan noexhibit ~~related~~to ~~party~~the ~~transaction,~~Registrant’s orCurrent ~~any~~Report ~~currently~~on ~~proposed~~Form ~~related party transaction~~8-K, ~~involving the Company in~~ which ~~Mr.~~ ~~Jedda~~exhibit oris ~~any~~incorporated ofherein ~~his~~by ~~immediate family members had or will have a direct or indirect material interest~~reference.

~~Item~~(2) ~~5.03.~~Filed ~~Amendments~~with the Securities and Exchange commission on February 15, 2013 as an exhibit to ~~Articles~~the ofRegistrant’s ~~Incorporation~~Current orReport ~~Bylaws;~~on ~~Change~~Form in8-K, ~~Fiscal~~which ~~Year~~exhibit is incorporated herein by reference.

On March 21, 2014, in accordance with the Bylaws of the Company (the “Bylaws”), the sole director approved amendments to the Bylaws (i) to allow for a Board consisting of more than one (1) person, (ii) to allow the size of the Board to be increased or decreased by resolution of the Board or the stockholders of the Company, and (iii) to allow any vacancy created by an increase in the size of the Board to be filled by the remaining directors of the Company (collectively, the “Bylaws Amendments”), which amendments were effective immediately. The sole director also approved an increase to the number of directors constituting the Board from one (1) to three (3) directors.SIGNATURES

~~The~~Pursuant ~~text~~to of the ~~Bylaws~~requirements ~~Amendments~~of ~~are~~the ~~set~~Securities ~~forth~~Exchange onAct ~~Exhibit 3.1~~of ~~hereto~~1934, ~~which~~as isamended, ~~incorporated~~the ~~herein~~Registrant has duly caused this report to be signed on its behalf by ~~reference~~the undersigned hereunto duly authorized.

Item 9.01. Financial Statements and Exhibits.

		CANWEALTH MINERALS CORPORATION
Dated: October 5, 2015
	By:	/s/ Garth McIntosh
		Garth McIntosh
		Chief Executive Officer

(d) Exhibits.

Exhibit 3.1 Amendments to the Bylaws of the Company.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunder duly authorized.

Dated: August 21, 2014		CANWEALTH MINERALS CORPORATION
		By: /s/ Garth McIntosh
		Garth McIntosh
		Chief Executive Officer

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