SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549



FORM 10-K

(Mark One)



| | x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| | - | ------------------------------------------------------------------------------------



For the fiscal year ended December 31, 2012



| |  ̈ | 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)



USG1, INC.

(Former name of registrant)



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



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

(Address of principal executive offices)
(zip code)



Registrant's telephone number, including
area code:     (514) 425-2020



Securities registered pursuant to Section
12(b) of the Act:     None



Securities registered pursuant to Section
12(g) of the Exchange Act:



Common Stock, $.0001 par value per share

(Title of class)



Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act



 ̈  Yes          x  No



Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the Act.



 ̈  Yes          x  No



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



|         | Part I                                                                                                         |  |   
|-------- | -------------------------------------------------------------------------------------------------------------- |  | --
|         |                                                                                                                |  |   
|ITEM 1   | Business                                                                                                       |  | 1 
|         |                                                                                                                |  |   
|ITEM 1A  | Risk Factors                                                                                                   |  | 4 
|         |                                                                                                                |  |   
|ITEM 2   | Properties                                                                                                     |  | 4 
|         |                                                                                                                |  |   
|ITEM 3.  | Legal Proceedings                                                                                              |  | 8 
|         |                                                                                                                |  |   
|ITEM 4.  | Mine Safety Disclosures                                                                                        |  | 8 
|         |                                                                                                                |  |   
|         | Part II                                                                                                        |  |   
|         |                                                                                                                |  |   
|ITEM 5.  | Market for Registrants Common Equity, Related Stockholders Matters and issuer purchases of equity securities   |  | 8 
|         |                                                                                                                |  |   
|ITEM 6   | Selected Financial Data                                                                                        |  | 9 
|         |                                                                                                                |  |   
|ITEM 7.  | Management’s Discussion and Analysis of Financial Condition and Results of Operation                           |  | 9 
|         |                                                                                                                |  |   
|ITEM 7A  | Quantitative and Qualitative Disclosures About Market Risk                                                     |  | 13
|         |                                                                                                                |  |   
|ITEM 8.  | Financial Statements and Supplementary Data                                                                    |  | 13
|         |                                                                                                                |  |   
|ITEM 9.  | Changes In and Disagreements with Accountants on Accounting and Financial Disclosure                           |  | 13
|         |                                                                                                                |  |   
|ITEM 9A. | Controls and Procedures                                                                                        |  | 14
|         |                                                                                                                |  |   
|         | Part III                                                                                                       |  |   
|         |                                                                                                                |  |   
|ITEM 10. | Directors, Executive Officers, Promoters and Control Persons; Compliance with Section16(a) of the Exchange Act |  | 15
|         |                                                                                                                |  |   
|ITEM 11. | Executive Compensation                                                                                         |  | 17
|         |                                                                                                                |  |   
|ITEM 12. | Security Ownership of Certain Beneficial Owners and Management                                                 |  | 17
|         |                                                                                                                |  |   
|ITEM 13. | Certain Relationships and Related Transactions                                                                 |  | 18
|         |                                                                                                                |  |   
|ITEM 14. | Principal Accountants Fee and Services                                                                         |  | 18
|         |                                                                                                                |  |   
|         | Part IV                                                                                                        |  |   
|         |                                                                                                                |  |   
|ITEM 15  | Exhibits, Financial Statement Schedules                                                                        |  | 19











PART I



Item 1.     Business



Some 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.



On August 10, 2012, USG1, Inc., a Delaware
corporation, 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
converted into 44,169,231 shares of USG1 common stock.  The existing USG1 stockholders continue 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:



| | (i) | Ten Thousand Dollars ($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
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (ii) | Forty Thousand Dollars ($40,000) shall be payable upon (i) the filing of a Form 15c2-11 by USG1
and (ii) the shares of USG1 common stock being actively traded on a stock exchange or quotation service.
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



Prior 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 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 to the mining business and operations of Canwealth Quebec. Prior to the merger, 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







Before the merger,
our corporate name was USG1, Inc. In our Certificate of Merger filing, we changed our corporate name to “Canwealth Minerals
Corporation”.  We intend to request a trading symbol change to correspond with our name change at the appropriate
time and in accordance with FINRA policies.



The Company has been in the developmental
stage since inception and its operations to date have been limited to issuing shares to its original shareholders and filing a
registration statement. The Company has been formed to provide a method for a foreign or domestic private company to become a reporting
company with a class of securities registered under the Securities Exchange Act of 1934.



As of December 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.



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



Description of Our Company and Predecessor



USG1 was incorporated
on February 27, 2010 under the laws of the State of Delaware to engage in any lawful corporate undertaking, including, but not
limited to, selected mergers and acquisitions. USG1 has been in the developmental stage since inception and its operations to date
have been limited to issuing shares to its original shareholders and filing a registration statement. USG1 has been formed to provide
a method for a foreign or domestic private company to become a reporting company with a class of securities registered under the
Securities Exchange Act of 1934.



The Company registered
its common stock on a Form 10 registration statement filed pursuant to the Securities Exchange Act of 1934 (the "Exchange
Act") and Rule 12(g) thereof. The Company files with the Securities and Exchange Commission periodic and current reports under
Rule 13(a) of the Exchange Act, including quarterly reports on Form 10-Q and annual reports Form 10-K.



The Company has no
employees and one officer, Garth McIntosh, who is also the sole director.



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.



2







Description of Business



Canwealth Minerals
Corporation was incorporated on February 1, 2006. We are a federally chartered, multi-element mineral exploration and mining company
located in Quebec with a focus on gold with our main office located in Ile Perrot, Quebec, Canada. Our primary function is to search
for viable mineral deposits in the Province of Quebec. At the present time there are 9 mineral properties under our management.



At the present time
we hold 9 properties in the lower Grenville province, Abitibi region and the James Bay basin of Quebec. We have a total of 38,573
acres under management. We are engaged in grass roots mineral exploration which includes conventional prospecting, geological and
geophysical surveys, applied research and core drilling.



The focused activity
of the company is to search for viable mineral deposits in Quebec under a Phase 1 program. Phase 2 will be to stake claims, joint
venture or option properties in other mining jurisdictions in Canada. Phase 3 will be to take the company on an international level
in a quest for viable mineral deposits. A leadership team will be assembled over the coming year in the form of a geological team
which will be actively conducting fieldwork, assessments and assembling data to support new approaches that will expand the scope
of our exploration projects. This exploration team will consist of a core group of experienced geologists and geoscientists, consultants
and mineral research institutions, all committed to the quest of determining the mineral source(s) of our gold properties. The
primary metals include gold, silver, platinum, palladium and base metals and the secondary element is REE (rare earth elements).
The minerals are mined from underground or by open pit methods. The minerals are prepared as a concentrate or as a refined product
and shipped to local and overseas markets.



Short-Term Goals



Canwealth 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 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.



Mid-Term Goals



As the Company grows
and builds its name in the industry, we anticipate seeking partnerships with other mining corporations in order to move into full
scale mining projects. It takes significant capital to move into this phase in the mining industry, and we realize it will be a
huge undertaking to develop all the properties we currently own without outside help. We believe it is better to be part of successful
venture by sharing what we currently own, as bringing in other expertise and resources will speed the process. This will elevate
our company to new levels by becoming a known supplier to the world of natural resources, both 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.



3







Long-Term Goals



Our long-term goal
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 we will be well positioned to become
their initial partners and help these Companies attain their goals.



Item 1A.     Risk Factors



Not applicable.



Item 2.     Properties



As 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.



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



The Company currently
holds 9 mining projects in Canada.



East Bay Gold Camp



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 Corporation. It is comprised of 6 claim cells totaling 316 hectares or
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 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.



4







The East Bay Gold camp
location was chosen for its lithology and geology. In recent studies by the Ministère des Ressources naturelles et de la
Faune significant mineralized zones were identified in the region. Our decision to stake in this region is further supported by
the presence of some of the largest gold mining companies in Quebec such as Eastmain Resources Inc. to the north and Resources
Minieres Augyva inc, CHS Resources and Exploration Dios Inc. to the west.



Golden Bear



The Golden Bear property
is located in the Township of La Vallée-de-la-Gatineau. The Golden Bear claim is owned 100% by Canwealth Minerals Corporation.
It is comprised of 9 claim cells totaling 537 hectares or 1327 acres. The 9 claim cells are located in the zone of the Grenville
orogeny. This geological formation is considered a highly favorable site for exploration for gold, silver, copper, nickel, PGE
(platinum group elements) and REE (rare earth elements).



The Golden Bear property
primarily consists of Calc-silicate rocks, marble, dolostone, schist and quartzite geology of the Proterozoic period 2.5 Ga (billion
years) to 520 ma (million years). It is classed as a sedimentary rock lithology. Proterozoic type geology dating back to about
2.5 Ga (billion years) to 520 Ma (million 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 and may 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.



Golden Ridge



The Golden Ridge property
is located in the Townships of Languedoc and Disson approximately 52 kilometers northwest of Amos 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.



The Golden Ridge property
is located at GPS location -78 40 15.027 48 51 30.015 and is in an ideal location for orogenic type gold deposits. This location
has opportunity for further expansion for additional claim staking to the north, east and west.



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.



5







Highland Gold



The Highland 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.



The Highland Gold property
consists of 36 claim cells located at GPS location -78 19 29.972 49 16 15.012 and 4 additional claim cells located at -78 0 30.036
49 17 37.487. It is in an ideal location for high favorability of porphyry (Copper-gold-molybdenum) deposits and orogenic 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 Gold property
is an ideal location for high favorability of porphyry (Copper-gold-molybdenum) deposits and orogenic gold and VMS (volcanogenic
massive sulfide) 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 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.



Highland Gold #2



The Highland Gold 2
property is located in the Township of Rainboth 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 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 5-30 g/T. Gold-bearing veins exhibit
variable enrichments of As, B, Bi, Hg, Sb, Te, W; Cu, Pb and Zn.



The Highland Gold 2
property consists of 14 claim cells located at GPS location -78 28 26.879 49 21 16.693 and is in an ideal location for high favorability
of orogenic gold, platinum and palladium. This location has opportunity for further expansion for additional claim staking to the
east, west, north and south.



6







The Highland Gold 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 Bold Ventures Inc to the east, Enterprises Minieres Globex Inc to
the northeast and Explo-Zinc Inc to the northeast.



Lake View



The Lake View gold
project is located in the Regional county of Abitibi 55 kilometers northwest of Amos Quebec in the prolific Abitibi Greenstone
Belt. The Lake view 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 well within the Abitibi Green Stone belt zone of the Grenville orogeny. This VMS
(Volcanogenic massive sulfide) formation is considered a highly favorable site for exploration for gold, silver, copper, nickel
and PGE (platinum group elements).



The Lake View property
consists of 64 claim cells located at GPS location -78 33 15.006 48 54 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.



The Lake View 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 Inc to the west, Sementiou to the north and Entreprises
Minieres Globex Inc to the south.



Shadow Mountain



The Shadow Mountain
project is located in the Township of Ripon. The Shadow Mountain claim is owned 100% by Canwealth Minerals Corporation. It is comprised
of 90 claim cells totaling 5400 hectares or 13344 acres. The 90 claim cells are located well within a VMS (Volcanogenic massive
sulphide) zone of the Grenville orogeny. This geological formation is considered a highly favorable site for exploration for gold,
silver, copper, nickel, PGE (platinum group elements) and REE.



The Shadow Mountain
property is located at GPS -75 10 7.841 45 45 35.402 and within a few kilometers to the northeast of Atocha Resources Inc and to
the west of Standard Graphite Corp.



7







Shining Star



The Shining Star project
is located in the Township of Sainte-Dominique-du-Rosaire, north of Amos Quebec in the prolific Abitibi Greenstone Belt. The Shining
Star claim is owned 100% by Canwealth Minerals Corporation. It is comprised of 24 claim cells totaling 1440 hectares or 3560 acres.
The 24 claim cells are located well within the Abitibi Green Stone belt zone of the Grenville orogeny. This geological formation
is considered a highly favorable site for exploration for gold, silver, copper, nickel and PGE.



The Shining Star property
is located at GPS location -78 40 15.027 48 51 30.015 and is in an ideal location of orogenic gold deposits. This location has
opportunity for further expansion for additional claim staking to the north and west.



The 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.



Winsome Lake



The Winsome Lake project
is located in the Township of Antoine-Labelle. The Winsome Lake claim is owned 100% by Canwealth Minerals Corporation. It is comprised
of 18 claim cells totaling 1060 hectares or 2620 acres. The 18 claim cells are located well within a VMS (Volcanogenic massive
sulphide) zone of the Grenville orogeny. This geological formation is considered a highly favorable site for exploration for gold,
silver, copper, nickel, PGE and REE.



The 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 Thompson (Formerly Quinto Mining Corp) iron mine.



Item 3.     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 4.     Mine Safety Disclosures



Not applicable.



PART II



| | Item 5. | Market for Registrant's Common Equity, Related Stockholder
Matters and Issuer Purchases of Equity Securities
| | ------- | ------------------------------------------------------------------------------------------------------------



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



Following a business combination, a target
company will normally wish to cause the Company's common stock to trade in one or more United States securities markets. The target
company may elect to take the steps required for such admission to quotation following the business combination or at some later
time.



8







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



The OTC Bulletin Board is a dealer-driven
quotation service.



Unlike the Nasdaq Stock Market, companies
cannot directly apply to be quoted on the OTC Bulletin Board, only market makers can initiate quotes, and quoted companies do not
have to meet any quantitative financial requirements. Any equity security of a reporting company not listed on the Nasdaq Stock
Market or on a national securities exchange is eligible.



As such time as it qualifies, the Company
may choose to apply for quotation of its securities on the Nasdaq Capital Market.



In 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.



Since inception, the Company has sold securities
which were not registered as follows:



On February 27, 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 at $0.00317 per share for a total value of $793.



On February 11, 2013,
subsequent to the period covered under this Report, 44,169,231 shares were issued to two entities as part of the Merger Agreement.



We do not have an equity
compensation plan in effect as of the date hereof.



Item 6.     Selected Financial Data.



There is no selected financial data required
to be filed for a smaller reporting company.



Item 7.     Management's Discussion and Analysis of Financial Condition
and Results of Operations



9







FORWARD-LOOKING STATEMENTS



This Annual Report
on 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 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 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.



RESULTS OF OPERATIONS FOR THE THREE MONTHS
ENDED DECEMBER, 2012 AND 2011



The Company has received
no income and has incurred operating expenses for general corporate upkeep and accounting fees. Operations will likely remain similar
until the Company transacts a business combination. Since there is minimal cash on hand, the Company will be reliant on the additional
capital from existing shareholders or will need to issue more shares to continue as a going concern.



General and
administrative expenses during the three months ended December 31, 2012 totaled $3,180 compared to $3,540 for the three
months ended December 31, 2011. The decrease resulted from fewer professional fees incurred related to our public filing
obligations.



On August 10, 2012,
the Company entered into an Agreement and Plan of Merger with Canwealth Minerals Corporation, a Delaware corporation. The transaction
was closed on February 11, 2013, in the period subsequent to this Annual Report. With the merger becoming effective, the Company
has had a material change that includes a change in control and material business operations.



RESULTS OF OPERATIONS FOR THE YEARS ENDED
DECEMBER 31, 2012 AND 2011



The Company has received
no income and has incurred operating expenses for general corporate upkeep and accounting fees. Operations will likely remain similar
until the Company transacts a business combination. Since there is minimal cash on hand, the Company will be reliant on the additional
capital from existing shareholders or will need to issue more shares to continue as a going concern.



General and administrative
expenses for the year ended December 31, 2012 totaled $11,792 compared to $9,296 for the year ended December 31, 2011. The increase
resulted primarily from an increase in business taxes as well as an increase in professional fees incurred related to our public
company filing obligations.



10







On August 10, 2012,
the Company entered into an Agreement and Plan of Merger with Canwealth Minerals Corporation, a Delaware corporation. The transaction
was closed on February 11, 2013, in the period subsequent to this Annual Report. With the merger becoming effective, the Company
has had a material change that includes a change in control and material business operations.



LIQUIDITY AND CAPITAL RESOURCES



As of December 31,
2012, we had working capital deficit of $8,521 and minimal cash on hand.



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



No shares were sold
during the year ended December 31, 2012.



We have 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.



Current assets consisted
of cash of $82 as of December 31, 2012. We will be reliant upon additional paid-in capital from shareholders, shareholder loans,
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 ended December 31, 2012.



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.



INFLATION



We do not believe our
business and operations have been materially affected by inflation.



CRITICAL ACCOUNTING POLICIES AND ESTIMATES



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.



11







We 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.



Our critical accounting policies are as
follows:



Use of Estimates



The 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.



Share Based Payments



The 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.



Income Taxes



Income taxes 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 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.



Recently Issued Accounting Pronouncements



The Company has adopted
all recently issued accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective,
is not anticipated to have a material effect on the financial position or results of operations of the Company.



12







Financial Statement Presentation



The 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.



MANAGEMENT’S PLAN TO CONTINUE AS A GOING CONCERN



In order to continue
as a going concern, the Company will need, among other things, additional capital resources. Management’s plans to obtain
such resources for the Company include (1) obtaining capital from the sale of its securities, and (2) short-term borrowings from
shareholders or related party when needed. However, management cannot provide any assurance that the Company will be successful
in accomplishing any of its plans.



The 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.



Our independent 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.



ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK



This item is not applicable to smaller reporting companies.



Item 8.     Financial Statements and Supplementary Data



The financial statements
for the year ended December 31, 2012 are attached hereto.



Item 9.     Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure



There were no changes
in or disagreements with accountants on accounting and financial disclosure for the period covered by this report.



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



13







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
8-K 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.



Simultaneously on April 11, 2013, the Company
engaged the accounting firm of RBSM, LLP (“RBSM”), 805 Third Avenue, Suite 902 New York, New York, 10022.



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 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).



Item 9A.     Controls and Procedures



Pursuant to Rules
adopted by the Securities and Exchange Commission, 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. 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.



Management's Report of Internal Control over Financial Reporting



The Company is responsible
for establishing and maintaining adequate internal control over financial reporting in accordance with the Rule 13a-15 of the 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.



14







This annual report does not include an
attestation report of our registered public accounting firm regarding internal control over financial reporting. Management’s
report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit us to provide only management’s report in this Annual Report on Form 10-K.



Changes in Internal Control Over Financial Reporting



There have been no changes in the 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.



PART III



Item 10.     Directors, Executive Officers, and Corporate Governance;



The Director and Officer of the Company is as follows:



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



Management of the Company



The Company has no
full time employees. Subsequent to the period covered in this Annual Report, the USG1 and Canwealth Delaware completed a business
combination, which led to a change in management of the Company. On February 11, 2013, Kimi Royer resigned as the Chief Executive
Officer 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 employees or directors of the Company.



There are no agreements
or understandings for the officer or director to resign at the request of another person. The above- named officer and director
is not acting on behalf of nor will act at the direction of any other person.



Set forth below is
the name of the director and officer of 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:



15







Kimi Royer resigned
in the period subsequent to this Annual Report. She had served as the director, president and secretary of USG1 since its inception.
Ms. Royer has been an active participant in the family's cattle farm and the related beef industry. The Royers have been in the
cattle business for over 30 years. Since 2005, Ms. Royer has been active in the real estate market working for United Country Homestead
from 2007 to 2008, and is a licensed real estate agent specializing in farm land receiving her real license in the State of Missouri
in 2007.



Garth McIntosh was
appointed director, president and secretary of the Company in February 2013. Mr. McIntosh has over 40 years of extensive experience
working as a business analyst and consultant for a variety of private and public corporations. He developed a series of unique
diagnostic tools for businesses to identify the operational areas that could be improved so as to reduce costs and improve efficiency.
Mr. McIntosh also has a strong background in strategic consulting, acquisitions and mergers and corporate turn arounds with private
and public companies.



Conflicts of Interest



Tiber Creek Corporation
served as an initial advisor to the Company and is one of its shareholders. Tiber Creek is also a shareholder in other "blank
check" companies 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 company when requested on the search for
target companies and does not select nor assign any such target company for any seeking company.



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.



Code of Ethics



The Company has not
at this time adopted a Code of Ethics pursuant to rules described in Regulation S-K. The Company has one person who is the sole
shareholder and serves as the sole director and officer. The Company has no operations or business and does 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
a manner of conduct as the development, execution and enforcement of such a code would be by the same person and only that person
to whom such code applied. Furthermore, because the Company does not have any activities, there are activities or transactions
which would be subject to this code. At the time the Company enters into a business combination or other corporate transaction,
the current officer and director will recommend to any new management that such a code be adopted. The Company does not maintain
an Internet website on which to post a code of ethics.



16







Corporate Governance



For reasons similar to those described
above, the Company does not have a nominating nor audit committee of the board of directors. At this time, the Company consists
of one shareholder who serves as the sole corporate director and officer. The Company has no 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 activities, the Company will propose creating committees of its board of directors, including both a nominating and
an audit committee. Because there is only one shareholder of the Company, there is no established process by which shareholders
to the Company can nominate members to the Company's board of directors. Similarly, however, at such time as the Company has more
shareholders and an expanded board of directors, the new management of the Company may review and implement, as necessary, procedures
for shareholder nomination of members to the Company's board of directors.



Item 11.     Executive Compensation



The Company's officer
and director does not receive any compensation for his services rendered to the Company, nor has he received such compensation
in the past. The officer and director is not accruing any compensation pursuant to any agreement with the Company.



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.



The Company does not
have a compensation committee for the same reasons as described above.



Item 12.     Security Ownership of Certain Beneficial Owners
and Management and Related Stockholder Matters



The following table sets forth information
regarding the beneficial ownership of our common stock as of April 11, 2013 by (a) each person who is known by us to beneficially
own 5% or more of our common stock, (b) each of our directors and executive officers, and (c) all of our directors and executive
officers as a group.



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



| | (1) | Mr. 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.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17







| | (2) | Based upon 50,769,231 shares of common stock outstanding.
| | --- | ---------------------------------------------------------



Item 13.     Certain Relationships and Related Transactions
and Director Independence



The Company has issued
a total of 6,350,000 shares of common stock pursuant to Section 4(2) of the Securities Act for a total of $20,100 in cash.



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.



Item 14. Principal Accounting Fees and Services.



The Company has limited
activities, along with no income and administrative expenses. Since inception, the Company's president has donated time in preparation
and filing of state and federal required taxes and reports.



Audit Fees



The aggregate fees
incurred for each 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:



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



Audit fees were for
professional services rendered by RBSM, LLP (“RBSM”) for the audit of our December 31, 2012 annual financial statements.
KCCW Accountancy Corporation (“KCCW”) performed the audit of our December 31, 2011 annual financial statements and
the review of the financial statements included in our quarterly reports for 2012 and 2011.



Neither RBSM nor KCCW
billed for any other fees for services rendered to us during the years ended December 31, 2012 and 2011 for assurance and related
services in connection with the audit or review of our financial statements.



18







The 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-audit services. The Company does not rely on pre-approval policies and procedures.



Audit of Financial Statements



For the year ended
December 31, 2012 annual financial statements was our principal auditor was RBSM. For the year ended December 31, 2011, our principal
auditor was KCCW. No audit work was performed by any other parties during these years.



PART IV



Item 15.     Exhibits, Financial Statement Schedules



(a)   The following Exhibits are filed with
this report or incorporated by reference:



| | 3.1 | Certificate of Incorporation of the Registrant, incorporated by reference
to Exhibit 3.1to 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 3.2to 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 3.3to the Registrant’s Registration Statement on Form 10, filed on October 26, 2011.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3.4 | Merger Certificate, incorporated by reference to Exhibit 3.3to
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 10.1to 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 10.2to 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 10.3to the Registrant’s Current Report on Form 8-K, filed February 15, 2013.
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | *21.1 | Subsidiaries of the Registrant.
| | ----- | -------------------------------



19







*31.1 Certification of the chief executive
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



20







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)



FINANCIAL STATEMENTS AND

REPORTS OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



DECEMBER 31, 2012



F-1







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

INDEX TO FINANCIAL STATEMENTS



|                                                                                                                                                                    | 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   



F-2







REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To the Board of Directors and Stockholders of

Canwealth Minerals Corporation (formerly USG1, Inc.)



We have
audited the accompanying balance sheet of Canwealth 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.



We have conducted our audits 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 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 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
audits provide a reasonable basis for our opinion.



In our opinion, the financial
statements referred to above present fairly, in all material respects, the financial position of Canwealth Minerals
Corporation (formerly USG1, Inc.) as of December 31, 2012, and the results of their operations and their cash flows for the
year ended December 31, 2012 and for the period from February 27, 2010 (date of inception) through December 31, 2012, in
conformity with accounting principles generally accepted in the United States of America.



F-3







The accompanying financial statements have
been prepared assuming the Company will continue as a going concern. As discussed in Note 3 to the accompanying financial
statements, the Company is a development stage company and has not commenced its planned principal operations, has suffered recurring
losses since inception and is experiencing difficulty in generating sufficient cash flow to sustain its operations, which raises
substantial doubt about its ability to continue as a going concern. 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/ RBSM LLP



New York, New York

April 12, 2013



F-4







| | Audit•
        Tax• Consulting• FinancialAdvisory
        Registered with Public Company Accounting
        Oversight Board (PCAOB)
| | -----------------------------------------------------------------------------------------------------------------------------------



REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM



To the Board of Directors and Stockholders
of

Canwealth Minerals Corporation (formerly USG1, Inc.):



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.



We conducted our audit in accordance with
standards of the Public 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. 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 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 made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.



In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial position of Canwealth Minerals Corporation (formerly USG1, Inc.) (a development stage company)
as of December 31, 2011, and the results of its operations and its cash flows for the year ended December 31, 2011 and
for the period from February 27, 2010 (inception) through December 31, 2011 in conformity with accounting principles generally
accepted in the United States of America.



F-5







The accompanying financial statements
have been prepared assuming that the Company will continue as a going concern. As described in Note 3 of the 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.



/s/ KCCW Accountancy Corp.



Diamond Bar, California

March 27, 2012



|KCCW Accountancy Corp.
        22632 Golden Springs Dr. #230, Diamond Bar,
        CA 91765, USA
        Tel: +1 909 348 7228 • Fax: +1 626 529
        1580 • info@kccwcpa.com
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-6







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



|                                                                                                         |  | December 31, |         |   | December 31, |  
|-------------------------------------------------------------------------------------------------------- |  | ------------ | ------- | - | ------------ | -
|                                                                                                         |  | 2012         |         |   | 2011         |  
|Assets                                                                                                   |  |              |         |   |              |  
|                                                                                                         |  |              |         |   |              |  
|Current Assets                                                                                           |  |              |         |   |              |  
|Cash and cash equivalents                                                                                |  | $            | 82      |   |              | $
|Total Current Assets                                                                                     |  |              | 82      |   |              |  
|                                                                                                         |  |              |         |   |              |  
|Total Assets                                                                                             |  | $            | 82      |   |              | $
|                                                                                                         |  |              |         |   |              |  
|Liabilities and Stockholders' Deficit                                                                    |  |              |         |   |              |  
|                                                                                                         |  |              |         |   |              |  
|Current Liabilities                                                                                      |  |              |         |   |              |  
|Accounts payable                                                                                         |  | $            | 6,103   |   |              | $
|Accrued interest - related party                                                                         |  |              | -       |   |              |  
|Accrued expenses                                                                                         |  |              | 2,500   |   |              |  
|Note payable - related party                                                                             |  |              | -       |   |              |  
|Total Current Liabilities                                                                                |  |              | 8,603   |   |              |  
|                                                                                                         |  |              |         |   |              |  
|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     |   |              |  
|Additional paid-in capital                                                                               |  |              | 35,233  |   |              |  
|Accumulated deficit                                                                                      |  |              | (44,414 | ) |              |  
|Total Stockholders' Deficit                                                                              |  |              | (8,521  | ) |              |  
|                                                                                                         |  |              |         |   |              |  
|Total Liabilities and Stockholders' Deficit                                                              |  | $            | 82      |   |              | $



The accompanying notes are an integral part
of financial statements.



F-7







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF OPERATIONS



|                                                       |  | 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     |                                                                    | 
|Office supplies                                        |  |                                        | -         |   |                                        |   | 202       |                                                                    | 
|Business taxes and licenses                            |  |                                        | 1,208     |   |                                        |   | -         |                                                                    | 
|Bank service fees                                      |  |                                        | 1         |   |                                        |   | 94        |                                                                    | 
|Total general and administrative expenses              |  |                                        | 11,792    |   |                                        |   | 9,296     |                                                                    | 
|                                                       |  |                                        |           |   |                                        |   |           |                                                                    | 
|Operating loss                                         |  |                                        | (11,792   | ) |                                        |   | (9,296    | )                                                                  | 
|                                                       |  |                                        |           |   |                                        |   |           |                                                                    | 
|Gain on forgiveness of interest                        |  |                                        | 24        |   |                                        |   | -         |                                                                    | 
|Interest expense                                       |  |                                        | (3        | ) |                                        |   | (13       | )                                                                  | 
|                                                       |  |                                        |           |   |                                        |   |           |                                                                    | 
|Net loss before income taxes                           |  |                                        | (11,771   | ) |                                        |   | (9,309    | )                                                                  | 
|                                                       |  |                                        |           |   |                                        |   |           |                                                                    | 
|Income tax expense                                     |  |                                        | -         |   |                                        |   | -         |                                                                    | 
|                                                       |  |                                        |           |   |                                        |   |           |                                                                    | 
|Net loss                                               |  | $                                      | (11,771   | ) |                                        | $ | (9,309    | )                                                                  | 
|                                                       |  |                                        |           |   |                                        |   |           |                                                                    | 
|Loss per common share - basic and diluted              |  | $                                      | (0.00     | ) |                                        | $ | (0.00     | )                                                                  | 
|Weighted average shares outstanding, basic and diluted |  |                                        | 6,600,000 |   |                                        |   | 6,600,000 |                                                                    | 



The accompanying notes are an integral part
of financial statements.



F-8







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

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



|                                                                                     |  | Common Stock |           |  | Additional |   |     |         |  |   | Total       | 
|------------------------------------------------------------------------------------ |  | ------------ | --------- |  | ---------- | - | --- | ------- |  | - | ----------- | 
|                                                                                     |  |              |           |  |            |   |     | Paid-in |  |   | Accumulated | 
|                                                                                     |  | Shares       |           |  | Amount     |   |     | Capital |  |   | Deficit     | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Balance at February 27, 2010,   Founders' shares                                     |  |              | 6,600,000 |  |            | $ | 660 |         |  | $ | 20,233      | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Net loss for the period from February 27, 2010 (inception) through December 31, 2010 |  |              | -         |  |            |   | -   |         |  |   | -           | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Balance at December 31, 2010                                                         |  |              | 6,600,000 |  |            | $ | 660 |         |  | $ | 20,233      | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Capital Contributions                                                                |  |              | -         |  |            |   | -   |         |  |   | 6,750       | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Net loss for the year ended December, 31, 2011                                       |  |              | -         |  |            |   | -   |         |  |   | -           | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Balance at December 31, 2011                                                         |  |              | 6,600,000 |  |            |   | 660 |         |  |   | 26,983      | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Additional capital contributions from shareholders                                   |  |              | -         |  |            |   | -   |         |  |   | 5,750       | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Loan converted into additional capital contribution                                  |  |              | -         |  |            |   | -   |         |  |   | 2,500       | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Net loss for the year ended December, 31, 2012                                       |  |              | -         |  |            |   | -   |         |  |   | -           | 
|                                                                                     |  |              |           |  |            |   |     |         |  |   |             | 
|Balance at December 31, 2012                                                         |  |              | 6,600,000 |  |            | $ | 660 |         |  | $ | 35,233      | 



The accompanying notes are an integral part
of financial statements.



F-9







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

STATEMENTS OF CASH FLOWS



|                                                                            |  | 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 | )                                                              | 
|Adjustments to reconcile net loss to net cash used in operating activities: |  |                                        |         |   |                                        |   |        |                                                                | 
|Shares issued for legal and consulting services                             |  |                                        | -       |   |                                        |   | -      |                                                                | 
|Gain on forgiveness of related party interest                               |  |                                        | (21     | ) |                                        |   |        |                                                                | 
|Changes in operating liabilities:                                           |  |                                        |         |   |                                        |   |        |                                                                | 
|Increase in accrued interest                                                |  |                                        | -       |   |                                        |   | 13     |                                                                | 
|Increase in accounts payable and accrued expenses                           |  |                                        | 6,103   |   |                                        |   | 2,500  |                                                                | 
|                                                                            |  |                                        |         |   |                                        |   |        |                                                                | 
|Net cash used in operating activities                                       |  |                                        | (5,689  | ) |                                        |   | (6,796 | )                                                              | 
|                                                                            |  |                                        |         |   |                                        |   |        |                                                                | 
|CASH FLOWS FROM INVESTING ACTIVITIES                                        |  |                                        | -       |   |                                        |   | -      |                                                                | 
|                                                                            |  |                                        |         |   |                                        |   |        |                                                                | 
|CASH FLOWS FROM FINANCING ACTIVITIES                                        |  |                                        |         |   |                                        |   |        |                                                                | 
|Proceeds from issuance of common stocks                                     |  |                                        | -       |   |                                        |   | -      |                                                                | 
|Proceeds from loans from related party                                      |  |                                        | -       |   |                                        |   | -      |                                                                | 
|Proceeds from capital contributions                                         |  |                                        | 5,750   |   |                                        |   | 6,750  |                                                                | 
|                                                                            |  |                                        |         |   |                                        |   |        |                                                                | 
|Net cash provided by financing activities                                   |  |                                        | 5,750   |   |                                        |   | 6,750  |                                                                | 
|                                                                            |  |                                        |         |   |                                        |   |        |                                                                | 
|NET (DECREASE) INCREASE IN CASH & CASH EQUIVALENTS                          |  |                                        | 61      |   |                                        |   | (46    | )                                                              | 
|CASH & CASH EQUIVALENTS, BEGINNING BALANCE                                  |  |                                        | 21      |   |                                        |   | 67-    |                                                                | 
|CASH & CASH EQUIVALENTS, ENDING BALANCE                                     |  | $                                      | 82      |   |                                        | $ | 21     |                                                                | 
|                                                                            |  |                                        |         |   |                                        |   |        |                                                                | 
|SUPPLEMENTAL DISCLOSURES:                                                   |  |                                        |         |   |                                        |   |        |                                                                | 
|Interest paid                                                               |  | $                                      | -       |   |                                        | $ | -      |                                                                | 
|Income taxes paid                                                           |  | $                                      | -       |   |                                        | $ | -      |                                                                | 
|                                                                            |  |                                        |         |   |                                        |   |        |                                                                | 
|NON CASH INVESTING AND FINANCING ACTIVITES:                                 |  |                                        |         |   |                                        |   |        |                                                                | 
|Notes payable –related party converted into capital contribution            |  | $                                      | 2,500   |   |                                        | $ | -      |                                                                | 



The accompanying notes are an integral part
of this statement.



F-10







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



NOTE 1: ORGANIZATION



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.



No assurances can be given that the Company
will be successful in locating or negotiating with any target company.



The 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 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.



Following the 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.



Development Stage Risk



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.



Since its inception, the Company has been
dependent upon the receipt of capital investment to fund its continuing activities. 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 2: MERGER AND RECAPITALIZATION



On August 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:



(A) Ten Thousand Dollars ($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



F-11







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



(B) Forty Thousand Dollars ($40,000) 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.



Prior 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 of 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.



NOTE 3: GOING CONCERN



The 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.



F-12







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



Management’s Plan to Continue
as a Going Concern



In order to continue as a going concern,
the Company will need, among other things, additional capital resources. Management’s plans to obtain such resources for
the Company include (1) obtaining capital from the sale of its securities, and (2) short-term borrowings from shareholders or related
party when needed. However, management cannot provide any assurance that the Company will be successful in accomplishing any of
its plans.



The 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.



NOTE 4: SUMMARY OF ACCOUNTING POLICIES



Basis of Presentation:

The accompanying financial statements have
been prepared by the Company. The Company’s financial statements are prepared in accordance with generally accepted accounting
principles in the United States of America (“US GAAP”) for annual financial statements and with Form 10-K and article
8 of the Regulation S-X of the United States Securities and Exchange Commission (“SEC”).



Fiscal Year:

The Company’s fiscal year end is
December 31.



Cash and Cash Equivalents:

Cash and cash equivalents include cash
and all highly liquid instruments with original maturities of three months or less.



Use of Estimates:

The 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.



Share Based Payments:

The 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.



F-13







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



Advertising Costs:

The Company expenses all advertising costs
in the current period. The results of future benefits from advertising are minimal based upon the type of advertising involved.
To date, the Company has not incurred any advertising expenses.



Income Taxes:

Income taxes 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 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.



Net Loss per Common Share:

Basic net loss
per share is calculated by dividing net loss by the weighted-average number of common shares outstanding during the periodunder
the provisions of Accounting Standards Codification subtopic 260-10, Earnings per Share (“ASC 260-10”).
Diluted net loss per share reflects the potential dilution of securities by including common stock equivalents, such as stock options,
stock warrants and convertible preferred stock, in the weighted average number of common shares outstanding for a period, if dilutive.
As of December 31, 2012, there were no potentially dilutive securities.



Recently Issued Accounting Pronouncements:

The Company has adopted all recently issued
accounting pronouncements. The adoption of the accounting pronouncements, including those not yet effective, is not anticipated
to have a material effect on the financial position or results of operations of the Company.



NOTE 5: STOCKHOLDERS’ EQUITY



The Company is authorized to issue a total
of 120,000,000 shares of stock consisting of 100,000,000 shares of common stock with par value of $0.0001 per share and 20,000,000
shares of preferred stock, par value of $0.0001.



On February 27, 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
at $0.00317 per share for a total value of $793.



On June 30, 2012, the Company entered a
loan conversion agreement with its major shareholder, Ms. Kimi Royer, who is also the Chairman and Chief Executive Officer of the
Company. Pursuant to the agreement, Ms. Royer agrees to convert the $2,500 loan provided in June 2010 to the Company to additional
paid-in capital and to forgive any accrued interest that has accumulated as of the conversion date.



F-14







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



NOTE 6: RELATED PARTY TRANSACTIONS



The parties primarily refer to the shareholders
and officers of the Company and corporate entities related to the Company through common ownership.



Note Payable



Note payable to officer amounted to $0
and $2,500 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.



On June 30, 2012, the Company entered a
loan conversion agreement with its major shareholder, Ms. Kimi Royer, who is also the Chairman and Chief Executive Officer of the
Company. Pursuant to the agreement, Ms. Royer agrees to convert the $2,500 loan provided in June 2010 to the Company to additional
paid-in capital and to forgive any accrued interest that has accumulated as of June 30, 2012 (See Note 5). Unpaid interests accrued
associated with the note amounted to $24 as of the conversion date was recorded as other income for the year ended December 31,
2012.



NOTE 7 – 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 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 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 not
limited to, accounting for intangibles, debt discounts associated with convertible debt, equity based compensation and depreciation
and amortization.



At December 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.



At December 31, 2012, the significant components of the deferred
tax assets (liabilities) are summarized below:



|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 |  



F-15







CANWEALTH MINERALS CORPORATION

(FORMERLY USG1, INC.)

(A DEVELOPMENT STAGE COMPANY)

NOTES TO FINANCIAL STATEMENTS



The Company recognizes interest and penalties
related to uncertain tax positions in general and administrative expenses. As of December 31, 2012, 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 income tax rate |  |  | 15.00 | %
|--------------------------------- |  |  | ----- | -
|State income taxes and other      |  |  | 0.0   | %
|                                  |  |  |       |  
|Effective tax rate                |  |  | 15.00 | %



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   |  | $ | 11,771  |  
|Subtotal                           |  |   | 11,771  |  
|Valuation allowance                |  |   | (11,771 | )
|                                   |  |   |         |  
|Net Deferred Tax Asset (Liability) |  | $ | —       |  



NOTE 8: COMMITMENTS AND CONTINGENCIES



Litigation



The Company is subject at times to other
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. There was no outstanding litigation as of December 31, 2012.



NOTE 9: SUBSEQUENT EVENTS



The merger contemplated in 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.



F-16







SIGNATURES



Pursuant to the requirements
of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this 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 15, 2013



Pursuant to 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.



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