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EX-32.1 - CERTIFICATION - Canwealth Minerals Corpcwm_ex32z1.htm
EXCEL - IDEA: XBRL DOCUMENT - Canwealth Minerals CorpFinancial_Report.xls
EX-31.2 - CERTIFICATION - Canwealth Minerals Corpcwm_ex31z2.htm
EX-31.1 - CERTIFICATION - Canwealth Minerals Corpcwm_ex31z1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549


Form 10-Q/A – Amendment No. 1


(Mark One)

x

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

For the quarterly period ended March 31, 2013


¨

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)


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 ¨

Non-accelerated filer

¨

Smaller reporting company x


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


The number of shares outstanding of the Issuer's common stock as of May 16, 2013, was 50,769,231.




EXPLANATORY NOTE

The purpose of this Amendment No. 1 to CANWEALTH MINERALS CORPORATION’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2013, filed with the Securities and Exchange Commission on May 20, 2013 (the “Form 10-Q”), is solely to furnish Exhibit 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T. Exhibit 101 to this report provides the consolidated financial statements and related notes from the Form 10-Q formatted in XBRL (eXtensible Business Reporting Language).

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.

--------------------------------------

The following exhibits are furnished with this report:


Exhibit No.

Description


31.1

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

31.2

Certification of the 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 **


** Filed herewith







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:   May 22, 2013



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:   May 22, 2013