What a poor joke, from 15 million to 800,000
"
CANWEALTH MINERALS CORPORATION
Up to 8,602,000 Shares of Common Stock
The selling stockholders named in this prospectus may offer and sell up to 8,602,000 shares of our common stock, par value $0.0001 per share, held by them. The shares being sold by the selling stockholders were issued to them in private placement transactions which were exempt from the registration and prospectus delivery requirements of the Securities Act of 1933, as amended.
We are not selling any common stock under this prospectus and will not receive any proceeds from the sale of shares of our common stock by the selling stockholders. These shares will be offered for sale by the selling stockholders from time to time in a number of different ways as described in the section of this prospectus entitled “Plan of Distribution.” We will pay the expenses incurred in connection with the offering described in this prospectus, with the exception of brokerage expenses, fees, discounts and commissions, if any, which will be paid by selling stockholders.
No public market currently exists for our common stock. Upon completion of this offering, we will attempt to have our common stock quoted on the Over-the-Counter Bulletin Board, or the OTC. The offering price at which the selling stockholders will sell the shares of common stock that are part of this offering shall be $.10 per share until our shares are quoted on the OTC, and thereafter at prevailing market prices or at privately negotiated prices, as described in the section of this prospectus entitled “Plan of Distribution.”
Shares Offered by the Selling Stockholders Price to the Public Selling Agent Commission Proceeds to the Selling Stockholders
Per Share $.10 Not applicable $.10
Total (8,602,000 shares) $860,200 Not applicable $860,200
You should rely only on the information contained in this prospectus. We have not authorized anyone to provide information different from that contained in this prospectus. The information in this prospectus is not complete and may be changed. A registration statement relating to these securities has been filed with the Securities and Exchange Commission, and such securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any state where the offer or sale is not permitted. The shares being offered by this prospectus will be offered for a period not to exceed two years from the original effective date of this prospectus."
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