CanWealth Minerals

[Rcranga]

? What?

[Rcranga]

Really, tell us more.

[Rcranga]

iHUB ADMIN, THE APPLICATION FOR THE IPO HAS BEEN WITH DRAWN, THIS SITE IS NO LONGER RELEVANT. RW 1 canw123114requestforwithdrl.htm
Canwealth Minerals Corporation
1376 Perrot Boulevard
Ile Perrot, Quebec, Canada J7V 7P2


December 31, 2014

VIA EDGAR AND FEDERAL EXPRESS
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

Attention: Jonathan E. Gottlieb
Chris Harley
Gustavo A. Rodriguez, Accounting Branch Chief
Mark S. Webb, Legal Branch Chief

Re: Canwealth Minerals Corporation – Application for Withdrawal
Registration Statement on Form S-1 (Registration No. 333-189845)

Ladies and Gentlemen:
Pursuant to Rule 477 promulgated under the Securities Act of 1933, as amended, Canwealth Minerals Corporation, a Delaware corporation (the “Company”), hereby requests that the Securities and Exchange Commission (the “Commission”) consent to the withdrawal, effective as of the date hereof or at the earliest practicable date hereafter, of its Registration Statement on Form S-1 (Registration No. 333-189845), together with all amendments and exhibits thereto (the “Registration Statement”). The Registration Statement was originally filed with the Commission on July 8, 2013.
The Company submits this request for withdrawal as it no longer intends to pursue the contemplated primary public offering of the securities covered by the Registration Statement at this time.
The Company confirms that no securities have been or will be issued or sold pursuant to the Registration Statement or the prospectus contained therein.
The Company further requests that, in accordance with Rule 457(p) of the Securities Act, all fees paid to the Commission in connection with the filing of the Registration Statement be credited for future use.
Please send copies of the written order granting withdrawal of the Registration Statement to the undersigned at Canwealth Minerals Corporation, 1376 Perrot Boulevard, Ile Perrot, Quebec, Canada J7V 7P2, with a copy to Company’s counsel, Westerman Ball Ederer Miller Zucker & Sharfstein LLP, 1201 RXR Plaza, Uniondale, NY 11556, facsimile number [phone], Attention: Alan Ederer.
If you have any questions or require further information, please contact Alan Ederer at Westerman Ball Ederer Miller Zucker & Sharfstein LLP, at [phone].

Very truly yours,

/s/ Garth McIntosh
Garth McIntosh
President and Chief Executive Officer
Canwealth Minerals Corporation

[Rcranga]

OH YEAH.

[bradleydredge]

Any explanation for this;

http://www.sec.gov/Archives/edgar/data/1512787/000072174814001238/0000721748-14-001238-index.htm

[EarnestDD]

IPO Failure coming again.
jmo

[mantis]

S-1/A is coming very soon, be patient !

[EarnestDD]

Math??? Zero Reserves x $/oz = $ZERO

That's the simple math on this Scam.

jmo

[EarnestDD]

Zero Reserves. None proven and none probable.

That should be enough to scare off any investor for the failed IPO.
jmo

[wadirum1]

I only own ICBT, but if one does the math on the CanWealth offering, the ICBT shares are worth a lot more than what they are selling for. Add in some momentum, and this could be quite a ride!

[Lineboss]

Very glad to have you around Wadi....I have seen and heard your arguments for and against past stocks....This is going to be nice.

I am one of the USG1 investors so I have a definite personal interest in the outcome here...and I do think this will be a great investment once we get a ticker symbol.

Good luck old friend

[EarnestDD]

Jail is where Garth belongs as well.
jmo

[mantis]

Oh boy, i remember that one. I think I made some money before getting out but not as much as I could have if I sold everything.
I think the CEO is in jail now.

[EarnestDD]

ICBT and Canwealth are pathetic mining scams.

They have Zero worthwhile geology.
jmo

[EarnestDD]

The ICBT Scam should incur running to the Door too.

Cause Canwealth has Nothing of value.
jmo

[wadirum1]

On another note, is this the Wadirum I remember from the SPNG group....if so, I wish I had followed you to the door man.

Yes, one in the same. Sorry to hear you didn't exit that one on time. What a freak show that was -- the company, the posters, etc.

[Lineboss]

Wadi,
Sorry for the late response. I would expect the S1 before the end of the year....but that is purely speculation.
I have added more ICBT also.

On another note, is this the Wadirum I remember from the SPNG group....if so, I wish I had followed you to the door man.

Lineboss

[Rcranga]

GREAT JUST 7 MORE MONTHS,

[@realToothFairy]

Bottom line. No trading symbol issued. Canwealth can't trade. No IPO

[@realToothFairy]

How old is that?

[EarnestDD]

The Assays are worthless. Grad bags of surface rocks. Never heard of something so very silly being claimed as having any value in mining before.
LOLOLOL
jmo

[Rcranga]

HUH, I GUESS NOT.

[Rcranga]

NOPE, DONT LOOK LIKE IT IS, DID PUT A STAMP ON IT THIS TIME?

[Rcranga]

A LOT OF OVER PRICED BS AT 0.0003?

[Rcranga]

THE CEO IS A LIAR, HIS UPDATES ARE LIES,

[mantis]

Per CEO : THIS IS WHAT IS HAPPENING.

Canwealth management and its attorneys are working on the amended S-1 form that would make the USG1's shares unrestricted and will also introduce a few other changes into the IPO filing. As soon as this work is completed the amended S-1 will be re-filed with SEC"

Two weeks ago every shareholder in USG1 received a "selling share holder" form ( NON BINDING agreement to sell ) that they need to fill out in order to be able to make they shares unrestricted and tradable as soon as IPO hits the market. The reason FINRA did not approve the application at first was because all the shares were restricted under the current structure and there were no possibility of public float. Once enough shares become unrestricted (at least 1M), FINRA is expected to approve.

USG1 shareholders are holding 6.5 million shares.

I know for sure that a few USG1 people ( holding 1.65 million shares combined) have already signed the necessary papers and sent it back to the attorneys who handle this. I am sure most shareholders are willing to sign this form , why not have your shares unrestricted after years of waiting ?! They probably have at least 4 times more shares pledged than they need to satisfy FINRA's request.

[mantis]

S-1/A is coming to Canwealth. it will make many here very happy.

[mantis]

S-1 was approved. I don't know why I bother arguing, but here is the link :
http://www.sec.gov/Archives/edgar/data/1512787/999999999513003511/xslEFFECTX01/primary_doc.xml

[@realToothFairy]

How could anyone except the ones filing know that it's coming this week?? Just hard to believe, if it doesn't come this week then it'll be next week, etc, etc.
Realistically Canwealth IPO is a pipe dream at this point.

[mantis]

The clock is ticking on amended S-1. I am sure it will come this week. Come one Garth ! Give it to your investors !

[mantis]

Downtown Montreal is filled with new construction - probably half a dozen of new highrise buildings being built are visible from my office window.
It is 15F degrees in Montreal today, it was 7F last week. And despite of that the construction is not halted. God bless these people.
When Canwealth starts mining it will mine all year round.

[mantis]

you became a moderator ? congrats !

[Kramrer]

Looking forward to S-1A..and welcome as a moderator!!

[@realToothFairy]

Only the lawyers filing know when it will be ready to file. Could be many months or never.

[@realToothFairy]

How do you know everything is ready for filing? Are you one of the lawyers preparing the filing?
Or just more hopeful bs?

[mantis]

S-1A on watch here -
http://www.sec.gov/cgi-bin/browse-edgar?action=getcompany&CIK=0001512787&owner=exclude&start=0&count=40
Everything is ready for this filing. It can come as soon as this week. Knowing history - most likely next week.

[mantis]

IPO is 15 million $, debt it less than 100k. Yes they will repay their loans. The rest of the money - 14.9 Million $ will be used for mining operations

[crowin]

IPO to be used for DEBT!!

USE OF PROCEEDS

We will receive net proceeds from this offering of approximately $14,875,000, assuming an initial public offering price of $1.00 per share and after deducting estimated offering expenses.

We expect to use the net proceeds that we receive from the sale of securities offered hereby to repay outstanding indebtedness and for general working capital purposes. The loans and advances that we would seek to repay with the net proceeds of this offering are as follows:

loan in the principal amount of 20,000 Canadian Dollars, or CAD (US$20,102), evidenced by a convertible promissory note issued by Canwealth to a non-affiliate, which loan bears interest at a rate of 20% per annum and matures on December 31, 2013;*

loans in the principal amounts of CAD14,000 (US$13,577) and CAD2,200 (US$2,134), evidenced by promissory notes issued by Canwealth to an agent of ours as payment for the acquisition of mining claims. Such notes are non-interest bearing and have a maturity date of August 26, 2014 and November 1, 2014, respectively;**

loans in the aggregate principal amount of $67,672 from Canwealth shareholders (including $46,644 reflecting a loan and transferred assets from ICBS Ltd., our largest stockholder), which loans are non-interest bearing and payable on demand; and

advance in the amount of $26,145 from a non-affiliate of Canwealth, which does not bear interest or have a stated maturity date.


http://www.sec.gov/Archives/edgar/data/1512787/000121465913006726/s1122130s1a3.htm

[mantis]

Sooner than most think

[wadirum1]

Any thoughts on when that S-1A might be submitted? I added some more ICBT yesterday...

[Lineboss]

Actually the fact that Garth dropped the ball gives the original USG1 investors the best chance of trading shares without the hassle we may have been forced to go through otherwise.

I am one of the larger USG1 investors and in reply to those who are scared of losing their investment...I am frustrated by the time factor, but I am very confident we will all be very happy in the next 3 months.

Once Finra approves, I believe things will move quickly.

I believe the initial IPO will generate some interest, and assay results from core drillings will support the initial euphoria.

I plan on selling only enough shares to recover my investment, and will hold the rest as I believe this is going to be a life changing stock for me. I am convinced that some bigger mining operation will either partner or buy out the company once assay results are in...either way..it is an investment, one where there are no guarantees, but of the info I have seen initially, this should be good...IMO

If FINRA follows normal protocol, we should see some positive movement within 30 days or so of the S1A submittal.

Good luck to all (even those with no skin in the game)

[mantis]

We are all concerned but hopefull. Filings are moving along, slower than any of us expected, but they are coming together.
I think Garth dropped the ball big time a few months ago when he originally filed for an IPO without considering a lack of free float. Now he is going to have to refile after all USG1 shareholders pledge their shares to free float. I think we lost a few month due to this mistake.
Hang on there!

[mantis]

Someone unloaded 3k worth of shares at .0003 . big deal !
Go Canwealth !

[@realToothFairy]

Yea, that sounds great, too bad that canwealth doesn't have that stuff.

[mantis]

I think 3.7 billion $ worth of Strontium , 500 million $ worth of Cerium , 460 million $ worth of Fe2O3 and 100 mill $ worth of Lanthanum are our best bets. The rest of the stuff is either too cheap (and probably not worth mining) or the amounts are too scarce ( gold for example )
Still that makes the total of up to 5 billion $.
JMO

[@realToothFairy]

Quote ;
Yep, things are shaping up. Slower than we expected, but we are going in the right direction."
The right direction is that the paperwork still needs to be refilled and the pr about CFO was not true.
Canwealth has scam written all over it.

[mquattrini]

Looking at the PRs on canwealth website, nothing much has happened, although further actions were promised:

"New York, Montreal January 24, 2012 – Canwealth Minerals Corporation and partner ICBS Ltd., (OTCPK: ICBT),) is pleased to announce its upcoming assay sample program scheduled for early spring 2012, on its Highland Gold property. A complete geophysics and geochemistry tests will be performed to determine the length and width of the mineralized zone. The assay sample program will be based on a 100m grid. Drilling will follow immediately after the assay results are received from AGAT Laboratories. The assays will be performed using a standard fire assay with a 30-gram aliquot."

Although, it is surprising that a canwealth's website still shows a "Drupal" logo as favicon on its internet tab! I think the web developer should modify this as it is very easy and quick to do. I hate when a company's website is amateurish like that. It shows that the company is not ready to spend time and money on a web presence, which is probably the best investment that can be done. A website is the only company's representation to the public and should therefore become a priority. Bad website, bad company.

I really hope my USG-1 investment is not lost and that we will see the end of the tunnel soon. I believed 2014 would be the year, now it might be 2015?

[mquattrini]

This is very nice, however it is 3 years old.

In this the company promised to give an update the following year:
"The company is expecting the program to be completed by the fall of 2012."

Where is it? Any follow-up on that initial 2011 PR?

Or are we talking "marketing PR" with the sole purpose tu lure investors and especially USG-1 shareholders to complete a merger with no chance of ROI?

[Rhinegold]

Billions $$$

[Rhinegold]

Yes, very true. I'm sure a lot of work going on behind the scenes. But will be worth the wait