UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549  FORM 10-Q/A Amendment No. 1 (Mark One)  [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934  For the quarterly period ended May 31, 2012  or  [   ] 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:  333-180251  E-WASTE CORP. (Exact name of registrant as specified in its charter)  Florida45-4390042(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)  520 Stokes Road, Suite C1
Medford, NJ. 0805508055(Address of principal executive offices)(Zip Code)  914-420-2894 (Registrant’s telephone number, including area code)  Not Applicable (Former name, former address and former fiscal year, if changed since last report)  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.  Yes [X]  No [   ]  Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [X]  No [   ]  Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  Large accelerated filer[   ]Accelerated filer[   ]Non-accelerated filer[   ]Smaller reporting company[X](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 [   ]  No [ X ]  Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 9,000,000 shares of common stock are issued and outstanding as of May 31, 2012.    EXPLANATORY NOTE

The purpose of this Amendment No. 1 to the Registrant’s Quarterly Report
on Form 10-Q for the quarterly period ended May 31, 2012 (“Form 10-Q”) is to correct a clerical error on the Form
10-Q cover page, where we incorrectly identified the Registrant as a shell company (as defined in Rule 12b-2 of the Exchange
Act). We have corrected the error and have identified the Registrant as a non-shell company.

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

PART II - OTHER INFORMATION

ITEM 6.  EXHIBITS.

31.1Rule 13(a)-14(a)/15(d)-14(a) Certification of principal executive officer31.2Rule 13(a)-14(a)/15(d)-14(a) Certification of principal financial and accounting officer32.1Section 1350 Certification of principal executive officer and principal financial and accounting officer101*XBRL data files of Financial Statements and Notes contained in this Quarterly Report on Form 10-Q.
* Previously submitted.

SIGNATURES

Pursuant to the requirements 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.

E-Waste Corp.Date: December 31, 2012BY: /s/ John MauteJohn MautePresident, Secretary, Treasurer,Principal Executive Officer,Principal Financial and Accounting Officer and Sole Director

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