UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549





FORM 20-F/A
Amendment No. 2



| ̈
REGISTRATION STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934                                  
|----------------------------------------------------------------------------------------------------------------------------------
|OR                                                                                                                                
|þ
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended November 30, 2006
|OR                                                                                                                                
| ̈
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                        
|OR                                                                                                                                
| ̈
SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934                                     
|Date of event requiring this shell company report .                                                                  
|                                                                                                                                  
|For the transition period from ___________________________ to ___________________________                                         
|                                                                                                                                  



|Commission file number 0-29986                                                                                                                                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|WEALTH MINERALS LTD.                                                                                                                                                                                                                                                                                                                                     
|(Exact name of Registrant as specified in its charter)                                                                                                                                                                                                                                                                                                   
|                                                                                                                                                                                                                                                                                                                                                         
|British Columbia, Canada                                                                                                                                                                                                                                                                                                                                 
|(Jurisdiction of incorporation or organization)                                                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                         
|#1901  1177 West Hastings Street, Vancouver, British Columbia, Canada  V6E 2K3                                                                                                                                                                                                                                                                          
|(Address of principal executive offices)                                                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                         
|Securities registered or to be registered pursuant to Section 12(b) of the Act.   N/A                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                         
|Securities registered or to be registered pursuant to Section 12(g) of the Act.                                                                                                                                                                                                                                                                          
|                                                                                                                                                                                                                                                                                                                                                         
|Common shares without par value                                                                                                                                                                                                                                                                                                                          
|(Title of Class)                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                         
|Securities for which there is a reporting obligation pursuant to Section 15(d) of the Act.                                                                                                                                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                         
|(Title of Class)                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                         
|Indicate the number of outstanding shares of each of the issuers classes of capital or common stock as of the close of the period covered by the annual report.                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.                                                                                                                                                                                                                                  
| ̈   Yes
þ  No                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                         
|If this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.                                                                                                                                                       
| ̈  Yes
þ  No                                                                                                                                                                                                                                                                                                                                             
|Note  Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations under those Sections.                                                                                                                                               
|                                                                                                                                                                                                                                                                                                                                                         
|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 report(s), and (2) has been subject to such filing requirements for the past 90 days.
|þ   Yes
o  No                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):                                                                                                         
|                                                                                                                                                                                                                                                                                                                                                         
|Large accelerated filer  o
Accelerated filer   ̈
Non-accelerated filer  þ                                                                                                                                                                                                                                                                                 
|                                                                                                                                                                                                                                                                                                                                                         
|Indicate by check mark which financial statement item the registrant has elected to follow.                                                                                                                                                                                                                                                              
|þ  Item 17
 ̈  Item 18                                                                                                                                                                                                                                                                                                                                    
|                                                                                                                                                                                                                                                                                                                                                         
|If this is an annual report, indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).                                                                                                                                                                                                            
|o   Yes
þ  No                                                                                                                                                                                                                                                                                                                                            
|                                                                                                                                                                                                                                                                                                                                                         



EXPLANATORY NOTE



This Form 20-F/A is Amendment No. 2 to the Form 20-F for the fiscal year ended November 30, 2006 filed by Wealth Minerals Ltd. (the Company) on June 18, 2007 (the Form 20-F).  This Amendment No. 2 is being filed solely for the purpose of including the required certifications of the Chief Executive Officer and the Chief Financial Officer of the Company that were inadvertently omitted from Amendment No. 1 to the Form 20-F for the fiscal year ended November 30, 2006 filed on March 14, 2008.



This Form 20F/A consists of a cover page, this explanatory note, the signature page and the required certifications of the Chief Executive Officer and the Chief Financial Officer of the Company.



Except as described above, no change has been made to the Form 20-F, and the filing of this Form 20-F/A does not, and does not purport to, amend, update or restate any other section or Items of the Form 20-F and Amendment No. 1 thereto, or to reflect any events that have occurred after the Form 20-F and Amendment No. 1 thereto were filed.  Therefore, each Item or section not modified by this Form 20-F/A is as of the date of the Form 20-F or Amendment No. 1 thereto.



|Exhibit
  Number |                                                                                                                                                                   |  
|---------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -
|1.1              | Articles of the Company as
  adopted effective January 9, 2006.                                                                                                   | *
|1.2              | Continuation Application as
  filed January 9, 2006                                                                                                               | *
|1.3              | Notice of Articles issued
  by the Registrar of Companies (B.C.) on January 9, 2006.                                                                              | *
|1.4              | Certificate of Continuation
  (British Columbia) dated January 9, 2006                                                                                            | *
|1.5              | Certificate of Discontinuance
  (Alberta) dated January 16, 2006                                                                                                  | *
|4.1              | Letter of Intent dated July
  11, 2005 among the Company and the shareholders of Madero Minerals,
  S.A.                                                          | *
|4.2              | Option Agreement dated March
  13, 2007 among Wealth Minerals Ltd., Valentin Paniagua Jara and Maria
  Ines Vidal Buckley de Paniagua (Chubut uranium properties) | *
|4.3              | Option Agreement dated March
  13, 2007 among Wealth Minerals Ltd., Jose Miguel Ramirez Gaston Roe
  and Carolina Lizarraga Houghton (Chubut uranium properties)  | *
|4.4              | Option Agreement dated March
  13, 2007 between Wealth Minerals Ltd. and Ina Marie Drago Ludoweig (Chubut
  Uranium properties)                                   | *
|4.5              | Option Agreement dated April
  7, 2006 between the Company and Minera San Isidro S.A.C. (Radiante I
  property)                                                   | *
|4.6              | Option Agreement dated April
  7, 2006 between the Company and Minera San Isidro S.A.C. (Radiante II
  property)                                                  | *
|4.7              | Option Agreement dated April
  7, 2006 between the Company and Minera San Isidro S.A.C. (Hilton property)                                                         | *
|4.8              | Option Agreement dated April
  7, 2006 between the Company and Minera Koripampa del Peru S.A. (Voluptuosa
  property)                                             | *
|4.9              | Option Agreement dated May
  2, 2005 among the Company and James Dawson, Gary Belik, Lawrence Barry,
  Adam Vary, and John Robbins (MacKenzie Property)           | *
|4.10             | 2004 Incentive Stock Option
  Plan                                                                                                                                | *
|12.1             | CEO 302 Certification                                                                                                                                             |  
|12.2             | CFO 302 Certification                                                                                                                                             |  
|13.1             | CEO 906 Certification                                                                                                                                             |  
|13.2             | CFO 906 Certification                                                                                                                                             |  
|15.1             | Audit Committee Charter                                                                                                                                           | *

SIGNATURES



Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant certifies that it meets all of the requirements for filing on Form 20-F and has duly caused  this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.



WEALTH MINERALS CORP.





By:

/s/ Hendrik Van Alphen



Hendrik Van Alphen,

President and Chief Executive Officer



Date: March 26, 2008