UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2015

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from______________ to _______________

Commission File Number: 000-54533

CANWEALTH MINERALS CORPORATION

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation or organization) 27-2288541 (I.R.S. Employer Identification No.) 1376 Perrot Boulevard, Ile Perrot, Quebec, Canada J7V 7P2 (Address of principal executive offices) (514) 425-2020 (Issuer's telephone number) USG1, Inc. 1126 Madison 9517, Fredericktown, Missouri 63645 (Former name or former address, if changed since last report)

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

1376 Perrot Boulevard, Ile Perrot, Quebec, Canada J7V 7P2
(Address of principal executive offices)

(514) 425-2020

(Issuer's telephone number)

USG1, Inc. 1126 Madison 9517, Fredericktown, Missouri 63645

(Former name or former address, if changed since last report)

Indicate by check mark whether the registrant (1) 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. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] 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” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated ~~Filer~~filer [ ] Non-accelerated filer [ ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as ~~defined~~defin ~~in Rule 12b~~R12b-2 of the Exchange Act). Yes ¨[ ] No x[X]

The number of shares outstanding of the Issuer's common stock as of ~~June~~September 30, 2015, was 50,771,631.

CANWEALTH MINERALS CORPORATION

TABLE OF CONTENTS

		Page No.
PART I – FINANCIAL INFORMATION
Item 1.	Financial Statements.
	Unaudited Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014	1
	Unaudited Condensed Consolidated Balance Sheets as of September 30, 2015 and December 31, 2014	1
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Six Months Ended June 30, 2015 and 2014	2
	Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three and Nine Months Ended September 30, 2015 and 2014	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014	3
	Unaudited Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2015 and 2014	3
	Notes to Unaudited Condensed Consolidated Financial Statements	4
Item 2.	Management's Discussion and Analysis of Financial Condition and Results of Operations	10
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	12
Item 4.	Controls and Procedures	1213
PART II – OTHER INFORMATION
Item 1.	Legal Proceedings	14
Item 1A.	Risk Factors	14
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	14
Item 3.	Defaults Upon Senior Securities	1415
Item 4.	Mine Safety Disclosures	1415
Item 5.	Other Information	1415
Item 6.	Exhibits	1415
Signatures		16

Item 1. Financial Statements

CANWEALTH MINERALS CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

	June 30, 2015			December 31, 2014
	September 30, 2015			December 31, 2015
ASSETS
Current assets:
Cash and cash equivalent	$	12,~~335~~138		$	—
Total current assets		12,~~335~~138			—
Property and equipment		3634,~~681~~207			39,494
Other assets:
Intangible assets		2019,~~641~~249			22,224
Total other assets		2019,~~641~~249			22,224
Total assets	$	5855,~~657~~594		$	61,718
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current liabilities:
Bank indebtedness	$	—		$	325
Accounts payable and accrued liabilities		~~417~~407,~~862~~816			397,281
Convertible note payable		~~116~~122,~~332~~498			64,977
Loans from non-related parties		5350,~~779~~152			59,046
Loans from related parties		5044,~~814~~399			60,074
Total current liabilities		~~638~~624,~~787~~865			581,703
Commitments and contingencies		—			—
Stockholders' deficit:
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding as of June 30, 2015 and December 31, 2014		—			—
Preferred stock; $0.0001 par value, 20,000,000 shares authorized, none issued and outstanding as of September 30, 2015 and December 31, 2014		—			—
Common stock; $0.0001 par value, 100,000,000 shares authorized 50,771,631 shares issued and outstanding as of June 30, 2015 and December 31, 2014		5,077			5,077
Common stock; $0.0001 par value, 100,000,000 shares authorized
Additional paid in capital		7,962			8,170
50,771,631 shares issued and outstanding as of September 30, 2015 and December 31, 2014		5,077			5,077
Other comprehensive income (loss)		63,421			38,050
Additional paid in capital		7,833			8,170
Deficit accumulated		(656,590	)		(571,282	)
Other comprehensive income (loss)		84,379			38,050
Total stockholders' deficit		(580,130	)		(519,985	)
Deficit accumulated		(666,560	)		(571,282	)
Total liabilities and stockholders' deficit	$	58,657		$	61,718
Total stockholders' deficit		(569,271	)		(519,985	)
Total liabilities and stockholders' deficit	$	55,594		$	61,718

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements

Table of Contents

CANWEALTH MINERALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited)

	For the six months ended June 30, 2015			For the sixmonths ended June 30, 2014			For the three months ended June 30, 2015			For the three months ended June 30, 2014
	For the nine months ended September 30, 2015			For the nine months ended September 30, 2014			For the three months ended September 30, 2015			For the three months ended September 30, 2014
Revenue	$	—		$	—		$	—		$	—
OPERATING EXPENSES:
Selling, general and administrative		7886,~~475~~184			~~119~~133,~~864~~680			397,~~571~~709			7613,~~310~~816
Total operating expenses		7886,~~475~~184			~~119~~133,~~864~~680			397,~~571~~709			7613,~~310~~816
Loss from operations		(7886,~~475~~184	)		(~~119~~133,~~864~~680	)		(397,~~571~~709	)		(7613,~~310~~816	)
OTHER INCOME (EXPENSE):
Interest (expense)		(69,~~833~~094	)		(~~330~~622	)		(32,~~237~~261	)		(~~287~~292	)
Loss before provision for income taxes		(8595,~~308~~278	)		(~~120~~134,~~194~~302	)		(429,~~808~~970	)		(7614,~~597~~108	)
Provision for income taxes :		—			—			—			—
NET LOSS		(8595,~~308~~278	)		(~~120~~134,~~194~~302	)		(429,~~808~~970	)	$	(7614,~~597~~108	)
Loss per common share, basic and diluted		0.00			0.00			0.00		$	0.00
Weighted average shares, basic and diluted		50,771,631			50,~~769~~770,~~231~~831			50,771,631			50,~~769~~771,~~231~~631
Comprehensive loss:
Net Loss		(8595,~~308~~278	)		(~~120~~134,~~194~~302	)		(429,~~808~~970	)		(7614,~~597~~108	)
Foreign currency translation adjustment		2546,~~371~~329			(216,~~051~~844	)		(520,~~054~~958	)		~~(10~~18,~~648~~895	)
Comprehensive loss	$	(5948,~~937~~949	)	$	(~~122~~117,~~245~~458	)		~~(47~~10,~~862~~988	)	$	~~(87~~4,~~245~~787	)

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements

Table of Contents

CANWEALTH MINERALS CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

	For the six months ended June 30, 2015			For the six months ended June 30, 2014
	For the nine months ended September 30, 2015			For the nine months ended September 30, 2014
CASH FLOWS FROM OPERATING ACTIVITIES :
Net loss	$	(8595,~~308~~278	)	$	(~~120~~134,~~194~~302	)
Adjustments to reconcile net loss to net cash used in operating activities:
Changes in operating assets and liabilities:
Accounts payable and accrued liabilities		20,256			76,678
Bank indebtedness		(325	)		—
Net cash used in operating activities		(65,052	)		(43,516	)
Accounts payable and accrued liabilities		10,535			69,597
Net cash used in operating activities		(85,068	)		(64,705	)
CASH FLOWS FROM INVESTING ACTIVITIES:		—			—
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of convertible notes payable		51,355			—
Proceeds from issuance of shares		—			2,129
Advances (repayments) of non-related parties		(5,267	)		41,401
Proceeds from issuance of convertible notes payable		57,521			41,417
Advances (repayments) of related parties		(9,260	)		679
Advances (repayments) of non-related parties		(8,894	)		6,338
Net cash provided by financing activities		36,828			42,080
Advances (repayments) of related parties		(15,675	)		(5,471	)
Effect of foreign exchange gain		29,559			5,926
Net cash provided by financing activities		32,952			44,413
Net increase in cash and cash equivalents		1,335			4,490
Effect of foreign exchange gain		54,254			20,260
Net increase (decrease) in cash and cash equivalents		2,138			(32	)
Cash and cash equivalents at beginning of period		—			466
Cash and cash equivalents at end of period	$	12,~~335~~138		$	~~4,956~~434
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid during the period for interest	$	—		$	—
Cash paid during the period for income taxes	$	—		$	—

The accompanying notes are an integral part of these interim unaudited condensed consolidated financial statements.

Table of Contents

CANWEALTH MINERALS CORPORATION

Notes to Interim Unaudited Condensed Consolidated Financial Statements

~~June~~September 30, 2015

(Unaudited)

NOTE 1 - NATURE OF OPERATIONS

Canwealth Minerals Corporation (“Canwealth” or the “Company”) was organized on February 1, 2006 under the laws of the Canada Business Corporations Act.

Canwealth’s mission is to develop the mining concessions it has registered in various areas of Northern Quebec, which based on assay reports of preliminary samples taken from these sites, has shown to contain traces of various elements such as gold, silver, copper, rare earth and other such minerals.

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.

The Company is in the exploratory stage as defined by Accounting Standards Codification subtopic 915-10, Development Stage Entities (“ASC 915-10”) with its efforts principally devoted to developing a platform of prime quality energy assets. To date, 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 ~~June~~September 30, 2015, the Company ~~has~~had an accumulated deficit of $~~656~~666,~~590~~560.

NOTE 2 - BASIS OF PRESENTATION

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted for interim financial information and with the instructions to Form 10-Q and Article 8 of Regulation S-X relating to smaller reporting companies. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles (“GAAP”) for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the ~~six~~nine and three months ~~ended~~September ~~June~~ 30, 2015 are not necessarily indicative of the results that may be expected for the year ending December 31, 2015 or any other period.

The balance sheet at December 31, 2014 has been derived from the audited financial statements at that date but does not include all of the information and footnotes required by GAAP for complete financial statements.

The accounting policies followed by the Company are set forth in Note 2 to the Company’s consolidated financial statements in its Annual Report on Form 10-K for the year ended December 31, 2014.

For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (“SEC”).

The Company has elected to adopt early application of Accounting Standards Update No. 2014-10, Development Stage Entities (“Topic 915”): Elimination of Certain Financial ~~Reporting~~ Reporting Requirements, and no longer presents or discloses inception-to-date information and other remaining disclosure requirements of of Topic 915.

Table of Contents

NOTE 3 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of significant accounting policies applied in the presentation of financial statements are as follows:

Table of Contents 4

Use of Estimates

The preparation of the financial statements in conformity with accounting principles generally accepted in the United States 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 amount of revenue and expenses during the reported period. Actual results could differ materially from the estimates.

Cash and Cash Equivalent

The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. At ~~June~~September 30, 2015, cash consists of a checking account.

Mine Exploration and Development Costs

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 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.

Mine Properties

The Company accounts for mine properties in 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 ~~June~~September 30, 2015, which are presented as intangible assets of $2019,~~641~~249.

Income Taxes

The Company has adopted 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 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.

Net Loss Per Share, basic and diluted

The Company has adopted Accounting Standards Codification Subtopic 260-10, Earnings Per Share (“ASC 260-10”) specifying the computation, presentation and ~~disclosure~~ 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 ~~June~~ September 30, 2015 and 2014.

Table of Contents

Derivative Instruments

The Company accounts 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.

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 the fair value of 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.

As of ~~June~~September 30, 2015 and December 31, 2014, the Company ~~has~~had not engaged in any transactions that would be considered derivative instruments or hedging activities.

Fair Value of Financial Instruments

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 note 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 ~~June~~September 30, 2015.

~~FASB~~Accounting Standards Codification 820, Fair Value Measurement (“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 inputs used in measuring fair value as follows:

Level 1:

Observable inputs such as quoted prices in active markets;

Level 2:

Inputs, other than the quoted prices in active markets, that are observable either directly or indirectly; and

Level 3:

Unobservable inputs in which there is little or no market data, which requires the reporting entity to develop its own assumptions.

The Company did not have any assets or liabilities measured at fair value on a recurring basis at ~~June~~September 30, 2015 and December 31, 2014. The Company did not have any fair value ~~adjustments~~ adjustments for assets and liabilities measured at fair value on a nonrecurring basis during the periods ended ~~June~~September 30, 2015 and December 31, 2014.

Foreign Currency Translation and Comprehensive Income (Loss)

The functional currency of Canwealth is the Canadian Dollar (“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.

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.

The Company uses Accounting ~~Standard~~Standards 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 ~~six~~nine months ended ~~June~~September 30, 2015 and 2014 consisted of net loss and foreign currency translation adjustments.

Table of Contents

The exchange rates used to translate amounts in CAD into USD for the purposes of preparing the financial statements were as follows:

June 30, 2015

December 31, 2014

June 30, 2014

September 30, 2015

December 31, 2014

September 30, 2014

Period-end CAD: USD exchange rate

0.~~8006~~7466

0.8620

0.~~9237~~8922

Average Period CAD: USD exchange rate

0.~~8545~~7936

0.9022

0.~~9372~~9264

Stock Based Compensation

The Company follows Accounting Standards Codification subtopic 718-10, Compensation (“ASC 718-10”), which requires that all share-based payments to both employees and non-employees be recognized in the income statement based on their fair values.

As of ~~June~~September 30, 2015 and December 31, 2014, the Company did not have any issued or outstanding stock options.

Research and Development

The Company accounts for research and development costs in accordance with Accounting Standards Codification subtopic 730-10, 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 contracted work has been performed or as milestone results have been achieved as defined under the applicable agreement. Company-sponsored research and development costs related to both present and future products are expensed in the period incurred.

Reliance on Key Personnel and Consultants

The Company has three executive officers. The Company is heavily dependent on the continued active participation of its executive officers and key consultants. The loss of any of the senior management or key consultants could significantly and negatively impact the business until adequate replacements can be identified and put in place.

Reclassification

Certain reclassifications have been made to prior periods’ data to conform to the current period’s presentation. These reclassifications had no impacts on the reported net loss.

Impact of New Accounting Standards

The Company has reviewed all other recently issued, but not yet adopted, accounting standards in order to determine their effects, if any, on its results of operation, financial position or cash flows. Based on that review, the Company believes that none of these pronouncements will have a significant effect on its unaudited condensed consolidated financial statements.

NOTE 4 - GOING CONCERN

The accompanying unaudited condensed consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern. As of ~~June~~ September 30, 2015, the Company ~~has~~had an accumulated deficit of $~~656~~666,~~590~~560. ~~and~~The Company has incurred significant operating losses and negative operating cash flows since inception. 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 their 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 unaudited 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.

Table of Contents

NOTE 5 - CAPITAL STOCK

Preferred Stock

The Company is authorized to issue 20,000,000 shares of preferred stock, par value of $0.0001. As of September 30, 2015 and December 31, 2014, no preferred stock was issued and outstanding.

As of June 30, 2015 and December 31, 2014, no preferred stock was issued and outstanding.

Common Stock

The Company is authorized to issue 100,000,000 shares of common stock with par value of $0.0001 per share.

As of ~~June~~September 30, 2015 and December 31, ~~2014,~~ 2014 there were 50,771,631 shares of common stock issued and outstanding.

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 ~~June~~September 30, 2015 and December 31, 2014, the Company ~~has~~had taken loans from shareholders of of $5044,~~814~~399 and $60,074, respectively. No formal repayment terms or arrangements existed. The entire above loan is non-interest ~~bearing~~ bearing and payable on demand.

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 $20,000 CAD ($1917,~~214~~918 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015) due on December 31, 2016, with the conversion features commencing immediately. The note is convertible into 100,000 shares of common stock of the Company. ~~As of June 30, 2015, the balance in the note and accrued interest was $19,214.~~ The lender has agreed to freeze interest at $4,000 CAD provided the loan is repaid on or prior to that date. As of ~~March~~February 3126, 2015, the note 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 $16,000 CAD ($1514,~~581~~826 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), each of which is 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 June 19, 2014, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible note for $20,000 CAD ($1817,~~512~~632 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), 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.

On July 2, 2014, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible note for $5,000 CAD ($4,~~600~~381 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), 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 September 1, 2014, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible note for $5,000 CAD ($4,~~743~~515 US), which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), 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 January 30, 2015, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible note for $50,000 US, which is convertible into common stock of the Company at the market price plus 40% additional shares at the same market price on the date of conversion. As of September 30, 2015, interest of $2,798 US had been accrued under this convertible note and the total amount payable under this convertible note was $52,798 US.

On May 15, 2015, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible note for $2,390 CAD ($1,938 US), which is convertible into common shares of the Company at the market price plus 40% additional shares at the same market price on the date of conversion.

Table of Contents

~~NOTE~~On 8May –15, ~~LOAN~~2015, ~~FROM~~the ~~NON~~Company entered into an agreement with a third party non-~~RELATED~~affiliate ~~PARTIES~~to a 10% interest bearing convertible note for $2,390 CAD ($1,851 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), which is convertible into common stock of the Company at the market price plus 40% additional shares at the same market price on the date of conversion.

AsOn ofJuly ~~June 30~~2, 2015, the Company ~~has~~entered ~~loans~~into ~~from~~an agreement with a third party non-~~related~~affiliate ~~party~~to ofan 8% interest bearing convertible note for $535,~~779.~~000 ~~These~~CAD ~~loans~~($3,807 ~~are~~US, ~~non-interest~~which ~~bearing~~reflects the balance of this note and ~~payable~~the onaccrued ~~December~~and 31unpaid interest thereon as of September 30, ~~2016~~2015), which is convertible into common stock of the Company at the market price plus 40% additional shares at the same market price on the date of conversion.

On July 17, 2015, the Company entered into an agreement with a third party non-affiliate to an 8% interest bearing convertible note for $1,320 CAD ($1,002 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), which is convertible into common stock of the Company at the market price plus 40% additional shares at the same market price on the date of conversion.

On September 1, 2015, the Company entered into an agreement with a third party non-affiliate to an 8% interest bearing convertible note for $5,000 CAD ($3,769 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), which is convertible into common stock of the Company at the market price plus 40% additional shares at the same market price on the date of conversion.

NOTE 8 - LOAN FROM NON-RELATED PARTIES

As of September 30, 2015, the Company had loans from a non-related party of $50,152. 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.

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 operations or liquidity. The Company had no pending legal proceedings or claims as of ~~June~~September 30, 2015.

Table of Contents

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following discussion should be read in conjunction with our consolidated financial statements and notes thereto included herein. In connection with, and because we desire to take advantage of, the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995, we caution readers regarding certain forward looking statements in the following discussion and elsewhere in this report and in any other statement made by, or on our behalf, whether or not in future filings with the Securities and Exchange Commission. Forward looking statements are statements not based on historical information and which relate to future operations, strategies, financial results or other developments. Forward looking statements are necessarily based upon estimates and assumptions that are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control and many of which, with respect to future business decisions, are subject to change. These uncertainties and contingencies can affect actual results and could cause actual results to differ materially from those expressed in any forward looking statements made by, or on our behalf. We disclaim any obligation to update forward looking statements.

Overview and History

Canwealth Minerals Corporation (“Canwealth Quebec”) was organized on February 1, 2006 under the laws of the Canada Business Corporations Act. Canwealth Quebec’s mission is to develop the mining concessions it has registered in various areas of Northern Quebec, which based on assay reports of preliminary samples taken from these sites, has shown to contain traces of various elements such as gold, silver, copper, rare earth and other such minerals.

Prior to the consummation of the merger described in the following paragraph, the stockholders of Canwealth Quebec contributed their shares of Canwealth Quebec to Canwealth Minerals Corporation, a Delaware corporation (“Canwealth Delaware”), in exchange for shares of Canwealth Delaware common stock. As a result, Canwealth Quebec became a wholly-owned subsidiary of Canwealth Delaware.

On August 10, 2012, USG1, Inc., the Company’s predecessor (“USG1”), entered into an Agreement and Plan of Merger with Canwealth Delaware and Kimi Royer, as representative of the USG1 stockholders, pursuant to which Canwealth Delaware would merge with and into USG1. The closing of the merger as contemplated by the Agreement and Plan of Merger, as then amended, occurred on February 11, 2013. At the closing, the existing shares of Canwealth Delaware common stock converted into 44,169,231 shares of USG1 common stock, and the existing USG1 stockholders continued to hold 6,600,000 shares of USG1 common stock. Contemporaneously with the closing of the merger, the corporate name “USG1, Inc.” was changed to “Canwealth Minerals Corporation”. As a result of the merger, USG1 succeeded to the mining business and operations of the Canwealth entities.

~~Contemporaneously~~On ~~with~~October ~~the~~5, ~~merger~~2015, the ~~corporate~~Company and Kimi Royer, ~~name~~as “representative of the USG1 stockholders, ~~Inc.”~~entered ~~was~~into ~~changed~~a Third Amendment to ~~“Canwealth~~the ~~Minerals~~Agreement ~~Corporation~~and Plan of Merger referenced in the preceding paragraph (the “Third Amendment”). AsUnder athe ~~result~~aforementioned Agreement and Plan of Merger, as amended prior to October 5, 2015, the ~~merger~~Company is obligated to pay to Kimi Royer, ~~Canwealth~~in her capacity as representative of the USG1 stockholders, ~~Quebec~~as ~~became~~consideration afor ~~wholly-owned~~the ~~subsidiary~~merger described in the preceding paragraph, the aggregate amount of ~~Canwealth~~$50,000. ~~Minerals~~The ~~Corporation~~Third ~~(Delaware)~~Amendment amends the aforementioned Agreement and, ~~accordingly~~Plan of Merger, ~~USG1~~as ~~succeeded~~previously amended, to provide among other things that the ~~mining~~Company will make ~~business~~the $50,000 payment referenced in the preceding sentence on or before June 30, 2016. Other than as expressly modified by the Third Amendment, the aforementioned Agreement and ~~operations~~Plan of ~~the~~Merger, ~~Canwealth~~as ~~entities~~previously amended, remains in full force and effect.

Results of Operations

During the ~~six~~nine month period ended ~~June~~ September 30, 2015, Canwealth Minerals Corporation incurred legal and professional fees. The $7886,~~475~~184 of operating expenses consisted mostly of management, legal and accounting fees. In the prior year, the Company incurred $~~119~~133,~~864~~680 of operating expenses during the ~~same~~nine ~~six~~ month period ended ~~June~~September 30, 2014.

We ~~reported~~had a net loss of $8595,~~308~~278 during the ~~six~~ nine months ended ~~June~~September 30, 2015, as compared to a net loss of $~~120~~134,~~194~~302 during the ~~six~~nine months ended ~~June~~September 30, 2014.

General and administrative expenses were $39,571 for the three months ended June 30, 2015. General and administrative expenses for the three months ended June 30, 2014 were $76,310. The general and administrative expenses decreased primarily due to a decrease in management compensation during the six month period ended June 30, 2015.

Table of Contents

~~The~~General ~~following~~and ~~chart~~administrative ~~summarizes~~expenses ~~operating~~were ~~expenses~~$7,709 ~~and~~for ~~other~~the ~~income~~three months ended September 30, 2015. General and administrative expenses for the ~~six~~three months ended ~~June~~September 30, ~~2015~~2014 were $13,816. The general and administrative expenses decreased primarily due to a decrease in management compensation for the nine ~~six~~month ~~months~~period ended ~~June~~September 30, ~~2014:~~2015.

	For the six months ended June 30, 2015			For the six months ended June 30, 2014
Revenue	$	—		$	—
OPERATING EXPENSES:
Selling, general and administrative		78,475			119,864
Total operating expenses		78,475			119,864
Loss from operations		78,475			119,864
OTHER INCOME (EXPENSE):
Interest expense		(6,833	)		(330	)
Loss before provision for income taxes		(85,308	)		(120,194	)
Provision for income taxes :
Current		—			—
Deferred		—			—
Total income taxes		—			—
NET LOSS	$	(85,308	)	$	(120,194	)

The following chart summarizes operating expenses and other income and expenses for the nine months ended September 30, 2015 and the nine months ended September 30, 2014:

The following chart summarizes operating expenses and other income and expenses for the three months ended June 30, 2015 and the three months ended June 30, 2014:

	For the nine months ended September 30, 2015			For the nine months ended September 30, 2014
Revenue	$	—		$	—
OPERATING EXPENSES:
Selling, general and administrative		86,184			133,680
Total operating expenses		86,184			133,680

Loss from operations		86,184			133,680

OTHER INCOME (EXPENSE):
Interest expense		(9,094	)		(622	)

Loss before provision for income taxes		(95,278	)		(134,302	)
Provision for income taxes :
Current		—			—
Deferred		—			—
Total income taxes		—			—

NET LOSS	$	(95,278	)	$	(134,302	)

	For the three months ended June 30, 2015			For the three months ended June 30, 2014
Revenue	$	—		$	—
OPERATING EXPENSES:
Selling, general and administrative		39,571			76,310
Total operating expenses		39,571			76,310
Loss from operations		39,571			76,310
OTHER INCOME (EXPENSE):
Interest expense		(3,237	)		(287	)
Loss before provision for income taxes		(42,808	)		(76,597	)
Provision for income taxes :
Current		—			—
Deferred		—			—
Total income taxes		—			—
NET LOSS	$	(42,808	)	$	(76,597	)

Table of Contents

The following chart summarizes operating expenses and other income and expenses for the three months ended September 30, 2015 and the three months ended September 30, 2014:

	For the three months ended September 30, 2015			For the three months ended September 30, 2014
Revenue	$	—		$	—
OPERATING EXPENSES:
Selling, general and administrative		7,709			13,816
Total operating expenses		7,709			13,816

Loss from operations		(7,709	)		(13,816	)

OTHER INCOME (EXPENSE):
Interest expense		(2,261	)		(292	)

Loss before provision for income taxes		(9,970	)		(14,108	)
Provision for income taxes :
Current		—			—
Deferred		—			—
Total income taxes		—			—

NET LOSS	$	(9,970	)	$	(14,108	)

Liquidity and Capital Resources

We have not yet recognized revenues from our operations. The Company will need additional financing which may take the form of equity or debt. The Company intends to seek investors in the short term to borrow money in the form of convertible debentures in order to raise working capital to continue its operations. 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 their 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 unaudited 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.

Off-Balance Sheet Arrangements

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources, that is material to investors.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We are a smaller reporting company and we are not required to provide the information under this item pursuant to Regulation S-K.

Table of Contents

Item 4. Controls and Procedures

Pursuant to 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. This evaluation was done as of ~~June~~September 30, 2015 under the supervision and with the participation of the Company’s principal executive officer (who is also the Company’s principal financial officer). Based upon that evaluation, management believes that there is a material weakness in the Company’s disclosure controls and procedures that compromises their effectiveness 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. There have not been any significant changes in internal controls or in other factors that have significantly affected the Company’s internal controls subsequent to the aforementioned evaluation.

Management's Report of Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) ~~under~~promulgated under the Securities Exchange Act of 1934. We have assessed the effectiveness of those internal controls as of last day of the period covered by this Quarterly Report, using the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) ~~Internal~~ Internal Control – Integrated Framework as a basis for our assessment.

Because of inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies and procedures may deteriorate. All internal control systems, 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.

Table of Contents 12

A material weakness in internal controls is a deficiency in internal control, or combination of control deficiencies, that adversely affects the Company’s ability to initiate, authorize, record, process, or report external financial data reliably in accordance with accounting principles generally accepted in the United States of America such that there is more than a remote likelihood that a material misstatement of the Company’s annual or interim financial statements that is more than inconsequential will not be prevented or detected. In the course of making our assessment of the effectiveness of internal controls over financial reporting, we identified a material weakness in our internal control over financial reporting. This material weakness included 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.

Changes in Internal Control Over Financial Reporting

There have been no changes in the Company's internal controls over financial reporting during the fiscal quarter covered by this Quarterly Report that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Table of Contents

PART II - OTHER INFORMATION

Item 1. Legal Proceedings

There are no material pending legal proceedings, other than ordinary routine litigation incidental to the business, to which the Company or any of its subsidiaries is a party or of which any of their property is the subject.

Item 1A. Risk Factors

We are a smaller reporting company and we are not required to provide the information under this item pursuant to Regulation S-K.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

On May 15, 2015, the Company entered into an agreement with a third party non-affiliate to a 10% interest bearing convertible note for $2,390 CAD ($1,~~938~~851 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), which is convertible into common stock ~~shares~~ of the Company at the market price plus 40% additional shares at the same market price on the date of conversion.

On July 2, 2015, the Company entered into an agreement with a third party non-affiliate to an 8% interest bearing convertible note for $5,000 CAD ($3,807 US, which reflects the balance of this note and the accrued and unpaid interest thereon as of September 30, 2015), which is convertible into common stock of the Company at the market price plus 40% additional shares at the same market price on the date of conversion.

Table of Contents

The securities referenced in this Item 2 were issued by the Company pursuant to an exemption from registration under Section 4(a)(2) of the Securities Act of 1933, as amended.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Table of Contents 14

Item 6. Exhibits

The following exhibits are furnished with this report:

Exhibit No. Description

~~31.1~~2 ~~Certification~~Third ofAmendment ~~the Chief Executive Officer pursuant~~ to ~~Section~~Agreement ~~302~~and Plan of ~~the~~Merger, ~~Sarbanes-Oxley~~entered ~~Act~~into as of ~~2002~~October 5, 2015**

31.21 Certification of the Chief ~~Financial~~Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 **

3231.12 Certification of the Chief ~~Executive Officer and Chief~~ Financial Officer pursuant to Section ~~906~~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**

** Filed herewith

Table of Contents

Signatures

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

		Canwealth Minerals Corporation
	By:	/s/ Garth McIntosh
		Garth McIntosh
		Chief Executive Officer
	Date:	~~August~~November 1411, 2015
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
	By:	/s/ Garth McIntosh
		Garth McIntosh
		Chief Executive Officer
	By:	/s/ Garth McIntosh
		Garth McIntosh
		Chief Financial Officer
	Date:	November 11, 2015

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

	By:	/s/ Garth McIntosh
		Garth McIntosh
		Chief Executive Officer
	By:	/s/ Garth McIntosh
		Garth McIntosh
		Chief Financial Officer
	Date:	August 14, 2015

Table of Contents

Filing Compare · Canwealth Minerals Corp