UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, D.C. ~~20549~~ 20549

FORM 10-Q

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

For the ~~Quarter~~quarterly period ended ~~September~~March 3031, ~~2008~~ 2009.

OR or

o	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to ___________________ to ___________________

Commission ~~file number~~ File Number: 333-139765

MILLENNIUM ENERGY CORP.

(Exact ~~Name~~name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

Nevada	98-050298
(State or other Jurisdiction of Incorporation or Organization)	(IRS Employer Identification Number)
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2820 W. Charleston, Suite 22 Las Vegas, Nevada	89102
43 Pireos St., Ano Voula Athens, Greece	N/A
(Address of Principal Executive Offices)	(Zip Code)
(Address of principal executive offices)	(Zip Code)
011-30-210-895-8786 (Registrant’s Telephone Number, Including Area Code)

~~Indicate by~~011-30-210-895-8786 ~~check mark whether the issuer~~ (1)Registrant’s ~~filed~~telephone all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports)number, ~~and~~ ~~(2)~~including ~~has~~area ~~been subject to such filing requirements for the past 90 days.~~code)

~~Yes x~~Indicate ~~No o~~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 o 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	o	Accelerated filer	o
Non-accelerated filer	o (Do not check if a smaller reporting company)	Smaller reporting company	x

Indicate by check mark whether the registrant is a shell company (as defined in ~~rule~~Rule 12b-2 of the ~~Exchange~~ Act).

~~Yes~~ o No Yes x No

~~Applicable~~APPLICABLE ~~only~~ONLY toTO ~~issuers~~ISSUERS ~~involved~~INVOLVED inIN ~~bankruptcy proceedings during the preceding five years:~~BANKRUPTCY

~~Check~~PROCEEDINGS ~~whether~~DURING ~~the~~THE ~~registrant~~PRECEDING ~~filed~~FIVE ~~all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.~~YEARS:

~~Yes o No o~~Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.

~~Applicable~~o Yes o ~~only to corporate issuers:~~No

~~Indicate~~APPLICABLE ~~the~~ONLY ~~number~~TO ofCORPORATE ~~shares outstanding of each of the issuer’s classes of common equity, as of the latest practicable date.~~ISSUERS:

Class	Outstanding as of October 31, 2008
Common Stock, $0.0001 par value	129,999,995

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Traditional Small Business Disclosure Format (Check one):

Class	Outstanding as of April 30, 2009
Common Stock, $0.0001 par value	129,999,995

~~Yes o No x~~ii

TABLE OF CONTENTS

		Page
FORWARD-LOOKING STATEMENTS		1
USE OF NAMES		1
PART I - FINANCIAL INFORMATION		2
ITEM 1. FINANCIAL STATEMENTS		2
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF OPERATIONS		11
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK		15
ITEM 4. CONTROLS AND PROCEDURES		15
PART II - OTHER INFORMATION		17
ITEM 1. LEGAL PROCEEDINGS		17
ITEM 1A. RISK FACTORS		17
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS		23
ITEM 3. DEFAULTS UPON SENIOR SECUTIRIES		23
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS		23
ITEM 5. OTHER INFORMATION		23
ITEM 6. EXHIBITS		23
SIGNATURES		24

Forward-Looking Statements	1
Use of Names	1
Part I – Financial Information	3
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis or Plan of Operation	15
Item 3. Quantitative and Qualitative Disclosures About Market Risk	18
Item 4. Controls and Procedures	19
Part II – Other Information	21
Item 1. Legal Proceedings	21
Item 1A. Risk Factors	21
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3. Defaults Upon Senior Securities	27
Item 4. Submission of Matters to a Vote of Security Holders	27
Item 5. Other Information	27
Item 6. Exhibits	27

~~Forward~~FORWARD-LOOKING ~~Looking Statements~~STATEMENTS

This quarterly report on Form 10-Q and other reports that we file with the SEC contain statements that are considered forward-looking statements. Forward-looking statements give the Company’s current expectations, plans, objectives, assumptions or forecasts of future events. All statements other than statements of current or historical fact contained in this ~~annual~~quarterly report, including statements regarding the Company’s future financial position, business strategy, budgets, projected costs and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can ~~identify~~ identify forward-looking statements by terminology such as “anticipate,” “estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,” “we believe,” “we intend,” and similar expressions. These statements are based on the Company’s current plans and are subject to risks and uncertainties, and as such the Company’s actual future activities and results of operations may be materially different from those set forth in the ~~forward~~ forward-looking statements. Any or all of the forward-looking statements in this periodic report may turn out to be inaccurate and as such, you should not place undue reliance on these forward-looking statements. The Company has based these forward-looking statements largely on its current expectations and projections about future events and financial trends that it believes may affect its financial condition, results of operations, business strategy and financial needs.

These forward-looking statements speak only as of the date on which they are made, and except to the extent required by federal securities laws, we undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date on which the statement is made or to reflect the occurrence of unanticipated events. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by the cautionary statements contained in this periodic report.

~~Use~~USE ofOF ~~Names~~NAMES

In this quarterly report, the terms “Millennium Energy”, “Company”, “we”, or “our”, unless the context otherwise requires, mean Millennium Energy Corp. and its subsidiaries.

~~PART~~MILLENNIUM IENERGY ~~- FINANCIAL INFORMATION~~CORP.

FORMERLY CBp CARBON GREEN, INC. AND

FORMERLY SHOPPER’S WALLET, INC.

Unaudited Financial Statements

March 31, 2009

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MILLENNIUM ENERGY CORP.

(Formerly CBp Carbon Green, Inc. and formerly Shopper's Wallet, Inc.)

(An Exploration Stage Company)

CONDENSED BALANCE SHEETS

	(Unaudited)
	Sep 30			December 31
	March 31				December 31
	2008			2007
	2009				2008
ASSETS
Current Assets
Cash	$	151,~~000~~555		$	~~82,605~~$	1,855
Resource Property - Note 4		6,000,000			-
Total current assets		1,555				1,855
Total Assets	$	6,015,000		$	82,605
Resource Property - Note 4		6,000,000				6,000,000
LIABILITIES AND STOCKHOLDERS' EQUITY
Total Assets	$	6,001,555			$	6,001,855
Liabilities
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable	$	21,377		$	1,059
Current Liabilities
Loan from a former director - Note 6		9,067			9,067
Accounts payable	$	64,741			$	21,150
Loan payable - Note 7		156,475			81,475
Loan from a former director - Note 6		9,067				9,067
Total Liabilties	$	186,919		$	91,601
Loan payable - Note 7		151,130				151,130
Stockholders' Equity - Note 5, 6
Total current liabilties	$	224,938			$	181,347
Preferred Stock:
Stockholders' Equity - Note 5, 6
Authorized 50,000,000 shares, par value $0.0001		-			-
Preferred Stock:
No shares issued or outstanding
Authorized 50,000,000 shares, par value $0.0001	$	-			$	-
Common Stock:
No shares issued or outstanding
Authorized 1,500,000,000 shares, par value $0.0001
Common Stock:
Issued and outstanding:129,999,995 shares		13,000			11,000
Authorized 1,500,000,000 shares, par value $0.0001
Additional Paid in Capital		6,062,000			64,000
Issued and outstanding is 129,999,995 on March 31, 2009
Deficit Accumulated During the Exploration Stage		(246,919	)		(83,996	)
and on December 31, 2008		13,000				13,000
Total Stockholders' Equity		5,828,081			(8,996	)
Additional Paid in Capital		6,062,000				6,062,000
Total Liabilities and Stockholders' Equity	$	6,015,000		$	82,605
Deficit Accumulated During the Exploration Stage		(298,383	)			(254,492	)
Total Stockholders' Equity		5,776,617				5,820,508
Total Liabilities and Stockholders' Equity	$	6,001,555			$	6,001,855

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP.

(Formerly CBp Carbon Green, Inc. and formerly Shopper's Wallet, Inc.)

(An Exploration Stage Company)

CONDENSED STATEMENTS OF OPERATIONS

									Cumulative				~~Cumulative~~
	(Unaudited)			(Unaudited)			(Unaudited)			(Unaudited)			Amounts From
									Amounts From
	3 Months			~~3 Months~~	3 Months		~~9 Months~~		Jun 28, 2006	~~9 Months~~			~~Jun 28, 2006~~
	Ended			~~Ended~~	Ended		~~Ended~~		(Inception) to	~~Ended~~			~~(Inception) to~~
	Sep 30			Sep 30			Sep 30			Sep 30			Sep 30
	March 31				March 31				March 31
	2008			2007			2008			2007			2008
	2009				2008				2009
Revenue	$	-		$	-$	-	$	-	$	$-	-		$	-
Expenses
General & Administrative		843,~~126~~891			~~22,466~~	46,905		~~87,923~~		183,089	~~28,215~~			~~131,625~~
Property Development		~~75,000~~-			-	-		~~75,000~~		75,000	-			~~75,000~~
Product Development		-			~~38,000~~	-		-		38,000	~~38,000~~			~~38,000~~
		83,126			60,466			162,923			66,215			244,625
		43,891				46,905				296,089
Other Income:
Interest Income		-			~~223~~	-		-		231	~~223~~			~~231~~
Gain on Discontinued Operations		-			-	-		-		2,000	-			~~2,000~~
Other Expense:
Foreign Exchange Difference		-			~~(4,525~~	)-		-		(4,525	~~(4,525~~)	)		~~(4,525~~	)
Income (loss) before income taxes		(8343,~~126~~891	)		~~(64,768~~	)(46,905	)	~~(162,923~~	)	(298,383	~~(70,517~~)	)		~~(246,919~~	)
Provision for income taxes		-			-	-		-		-	-			-
Net Income (Loss)	$	(8343,~~126~~891	)	$	~~(64,768~~$	)(46,905	$)	~~(162,923~~	)$	$(298,383	~~(70,517~~)	)	$	~~(246,919~~	)
Basic & Diluted (Loss) per Common Share		-			-	-		-		-	-			-
Weighted Average Number of Common Shares		~~123~~129,~~695~~999,~~646~~995			~~84,247,380~~	109,999,995		~~114,615,378~~		102,499,997	~~84,247,380~~			~~96,509,088~~

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP. (Formerly CBp Carbon Green, Inc. and formerly Shopper's Wallet, Inc.) (An Exploration Stage Company) CONDENSED STATEMENTS OF CASH FLOWS

							For the period
	(Unaudited)			(Unaudited)			June 28, 2006
	9 Months Ended			9 Months Ended			(Inception) to
	Sep 30,			Sep 30,			Sep 30,
	2008			2007			2008
Operating Activities
Net (Loss)	$	(162,923	)	$	(70,517	)	$	(246,919	)
Increase in Accounts Payable		20,318			1,200			30,344
Net Cash (Used) by Operating Activities		(142,605	)		(69,317	)		(216,575	)
Financing Activities
Proceed from issue of common stock		6,000,000			70,000			6,075,000
Increase in Loan payable		75,000			-			156,475
Cash Provided by Financing Activities		6,075,000			70,000			6,231,475
Investing Activities
Acquisition of resource property		(6,000,000	)		-			(6,000,000	)
Net Increase in Cash		(67,605	)		683			14,900
Cash, Beginning of Period		82,605			6,453			100
Cash, End of Period	$	15,000		$	7,136		$	15,000
Supplemental Disclosures of Cash Flow
Information:
Cash Paid For:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP. (Formerly CBp Carbon Green, Inc. and formerly Shopper's Wallet, Inc.) (An Exploration Stage Company) CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY JUNE 28, 2006 (INCEPTION) TO ~~SEPTEMBER~~MARCH 3031, ~~2008~~2009

											Additional
																			Accum
	Preferred		Stock			Common Stock					Paid in			Accum			Total
																			Deficit
	Shares		Amount			Shares			Amount		Capital			Deficit			Equity
															Additional				during the
INCEPTION, June 28, 2006		-	$	-			-		$	-	$	-		$	-		$	-
	Preferred Stock							Common Stock							Paid in				exploration			Total
Initial capitalization, sale of
	Shares			Amount				Shares			Amount				Capital				stage			Equity
common stock to Directors on
INCEPTION, June 28, 2006		-		$	-				-		$	-			$	-			$	-		$	-
June 28, 2006		-		-			75,000,000			7,500		(2,500	)					5,000
Initial capitalization, sale of
Net (Loss) for the period
common stock to Directors on
ending December 31, 2006		-		-			-			-		-			(13,558	)		(13,558	)
June 28, 2006 at $0.000067/share		-			-				75,000,000			7,500				(2,500	)						5,000
Balance, 'December 31, 2006		-		-			75,000,000			7,500		(2,500	)		(13,558	)		(8,558	)
Net (Loss) for the period
Private placement closed
ending December 31, 2006		-			-				-			-				-				(13,558	)		(13,558	)
June 18, 2007		-		-			34,999,995			3,500		66,500			-			70,000
Balance, 'December 31, 2006		-			-				75,000,000			7,500				(2,500	)			(13,558	)		(8,558	)
Net (Loss) for the period
Private placement closed
ending December 31, 2007		-		-			-			-		-			(70,438	)		(70,438	)
June 18, 2007 at $0.002/share		-			-				34,999,995			3,500				66,500				-			70,000
Balance, December 31, 2007 (Audited)		-		-			109,999,995			11,000		64,000			(83,996	)		(8,996	)
Net (Loss) for the period
Stock issued to acquire
ending December 31, 2007		-			-				-			-				-				(70,438	)		(70,438	)
resource property Sep 22, 2008
Balance, December 31, 2007		-			-				109,999,995			11,000				64,000				(83,996	)		(8,996	)
( 20,000,000 shares issued at $0.30)		-		-			20,000,000			2,000		5,998,000						6,000,000
Stock issued to acquire
Net (Loss) for the period
resource property Sep 22, 2008
ending Sep 30, 2008		-		-											(162,923	)		(162,923	)
( 20,000,000 shares issued at $0.30)		-			-				20,000,000			2,000				5,998,000							6,000,000
Balance, Sep 30, 2008 ( Unaudited)		-		-			129,999,995			13,000		6,062,000			(246,919	)		5,828,081
Net (Loss) for the period
ending December 31, 2008		-			-															(170,496	)		(170,496	)
Balance, December 31, 2008		-			-				129,999,995			13,000				6,062,000				(254,492	)		5,820,508
Net (Loss) for the period
ending March 31, 2009		-			-															(43,891	)		(43,891	)
Balance, March 31, 2009		-			-				129,999,995			13,000				6,062,000				(298,383	)		5,776,617

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP.

(Formerly CBp Carbon Green, Inc. and formerly Shopper's Wallet, Inc.)

(An Exploration Stage Company)

CONDENSED STATEMENTS OF CASH FLOWS

							For the period
							June 28, 2006
	3 Months Ended			3 Months Ended			(Inception) to
	March 31,			March 31,			March 31,
	2009			2008			2009

Operating Activities
Net (Loss)	$	(43,891	)	$	(46,905	)	$	(298,383	)
Increase in Accounts Payable		43,591			9,591			73,708

Net Cash (Used) by Operating Activities		(300	)		(37,314	)		(224,675	)

Financing Activities
Proceed from sale of common stock		-			-			6,075,000
Increase in Loan payable		-			-			151,130

Cash Provided by Financing Activities		-			-			6,226,130

Investing Acitivities
Acquisition of resource property		-			-			(6,000,000	)

Net Increase in Cash		(300	)		(37,314	)		1,455

Cash, Beginning of Period		1,855			82,605			100

Cash, End of Period	$	1,555		$	45,291		$	1,555





Supplemental Disclosures of Cash Flow
Information:

Cash Paid For:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP.

Formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.

(An An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended March 31, 2009

Period Ended September 30, 2008

1. GENERAL ORGANIZATION AND BUSINESS

Effective November 29, 2007, Shopper’s Wallet, Inc., a development stage company, incorporated on June 28, 2006 under the laws of the State of Nevada, completed a merger with its wholly owned inactive subsidiary CBp Carbon Green, Inc. Under the terms of the merger Shopper’s Wallet, Inc. is the surviving corporation and is governed by the laws of the States of Nevada. Upon the effective date of the merger November 29, 2007, CBp Carbon Green, Inc. was merged up and into the surviving corporation which resulted in the subsidiary been effectively dissolved. In connection with the merger, Shopper’s Wallet, Inc. amended its articles to change its name to CBp Carbon Green, Inc. The Company also affected a forward stock split of 15 common shares for each 1 share issued and outstanding. The merger and forward stock split became effective as of November 29, 2007. Upon effectiveness of the split, the authorized capital increased from 150,000,000 to 2,250,000,000 and the issued and outstanding increased from 7,333,333 to 109,999,995. The authorized capital was then adjusted to 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

The Company also affected a forward stock split of 15 common shares for each 1 share issued and outstanding. The merger and forward stock split became effective as of November 29, 2007. Upon effectiveness of the split, the authorized capital increased from 150,000,000 to 2,250,000,000 and the issued and outstanding increased from 7,333,333 to 109,999,995. The authorized capital was then corrected to 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

On March 11, 2008, the Company entered into an Agreement and Plan of Merger with its wholly-owned inactive subsidy Millennium Energy Corp. Under the terms of the merger, the Company is the surviving corporation with the articles of incorporation being amended to change the Company’s name to Millennium Energy Corp. The merger became effective as of March 26, 2008.

While management of the Company believes that the Company will be successful in providing cash resources from debt and equity transactions, there can be no assurance that the Company will be able to generate the resources required under its business plan, or be successful in its capital formation activities to allow the Company to commence and sustain its operations, and achieve profitability. As of ~~September~~March 3031, ~~2008~~2009, Millennium Energy Corp. had accumulated losses since inception of $~~246~~298,~~919~~383. These factors raise substantial doubt regarding Millennium Energy Corp.’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Millennium Energy Corp. be unable to continue as a going concern.

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

CASH AND CASH EQUIVALENTS

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

~~(Unaudited)~~Uaudited

MILLENNIUM ENERGY CORP.

Formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.

(An An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended March 31, 2009

~~Period~~2. SUMMARY ~~Ended~~OF ~~September~~SIGNIFICANT ~~30,~~ACCOUNTING ~~2008~~PRACTICES (CONTINUED)

EARNINGS (LOSS) PER SHARE

The basic earnings (loss) per share are calculated by dividing the Company’s net income available to common shareholders by the weighted average number of common shares outstanding during the year. The diluted earnings (loss) per share are calculated by dividing the Company’s net income (loss) available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted as of the first of the year for any potentially dilutive debt or equity. There are no diluted shares outstanding.

PROPERTY DEVELOPMENT

Property development costs are written off as expenses when incurred.

2. SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)

DIVIDENDS

The Company has not adopted any policy regarding payment of dividends. No dividends have been paid during the period shown.

INCOME TAXES

The Company provides for income taxes under Statement of Financial Accounting Standards No. 109 (SFAS 109). SFAS 109 requires the use of an asset and liability approach in accounting for income taxes.

SFAS 109 requires the reduction of deferred tax assets by a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

USE OF ESTIMATES

The preparation of financial statements in conformity with accounting principles generally accepted in the United 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. Actual results could differ from those estimates.

~~(Unaudited)~~NET INCOME PER COMMON SHARE

7Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.

Uaudited

MILLENNIUM ENERGY CORP.

Formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.

(An An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended March 31, 2009

~~Period~~2. SUMMARY ~~Ended~~OF ~~September~~SIGNIFICANT ~~30,~~ACCOUNTING ~~2008~~PRACTICES (CONTINUED)

NET INCOME PER COMMON SHARE

Net income (loss) per common share is computed based on the weighted average number of common shares outstanding and common stock equivalents, if not anti-dilutive. The Company has not issued any potentially dilutive common shares.

REVENUE AND COST RECOGNITION

The Company has no current source of revenue; therefore the Company has not yet adopted any policy regarding the recognition of revenue or cost.

3. INCOME TAXES

As noted above, income taxes are provided in accordance with SFAS 109. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of all of the deferred tax assets will be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

4. RESOURCE PROPERTY

The Company entered into a Mineral Property Use and Exploitation Rights Agreement with a Slovakian company named “CEM” on June 26, 2008. CEM owns certain uranium mineral property interests in Eastern Slovakia. CEM grants to Millennium 100% undivided interest in the rights to the use and exploitation of the property for 25 years commencing on June 30, 2008 (the “Term”) ( subject to the NRR Royalty reserved to CEM). In order to exercise its rights the Company issued a total of 20 million restricted shares of common stock on September 22, 2008. Millennium will also be required to incur at least 5,000,000 Euros of expenditures on the property on or before July 5, 2013. Millennium shall ensure that all governmental and regulatory fees associated with the Property are kept in good standing, including all necessary leases or permits, taxes and rentals, during the Term. Millennium shall have the option to renew the Rights for an additional 25 year period after the initial Term upon the issuance of an additional 10,000,000 restricted shares of common stock to CEM before 30 days prior to the end of the Term.

5. STOCKHOLDERS’ EQUITY

AUTHORIZED

The Company was initially authorized to issue 100,000,000 shares of $0.0001 par value common stock and 50,000,000 shares of preferred stock, par value $0.0001 per share.

On November 29, 2007, the Company had a fifteen (15) for one (1) forward stock split of its authorized and issued and outstanding common stock. As a a result of the split, the Company’s authorized capital increased from 150,000,000 to 2,250,000,000 shares with a par value of $0.0001. The authorized capital was then adjusted to 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

~~(Unaudited)~~Uaudited

MILLENNIUM ENERGY CORP.

Formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.

(An An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended March 31, 2009

Period Ended September 30, 2008

5. STOCKHOLDERS’ EQUITY (CONTINUED)

authorized capital increased from 150,000,000 to 2,250,000,000 shares with a par value of $0.0001. The authorized capital was then adjusted to 1,500,000,000 shares of common stock and 50,000,000 shares of preferred stock.

ISSUED AND OUTSTANDING

On June 28, 2006 (inception), the Company issued 5,000,000 shares of its common stock to its Directors for cash of $5,000. See Note 56.

On June 18, 2007, the Company closed a private placement for 2,333,333 common shares at a price of $0.03 per share, for aggregate proceeds of $70,000. The shares of common stock sold to the investors were previously registered pursuant to a registration statement on Form SB-2, which was declared effective by the Securities and Exchange Commission on January 19, 2007. The Company accepted subscriptions from 36 offshore non-affiliated investors.

5. STOCKHOLDERS’ EQUITY (CONTINUED)

Due to the 15 to 1 forward stock split effective November 29, 2007, the Company’s issued and outstanding share capital has increased from 7,333,333 share of common stock to 109,999,995 shares of common stock.

The Company issued 20,000,000 common shares on September 22, 2008 to acquire resource property.

6. RELATED PARTY TRANSACTIONS

The Company neither owns nor leases any real or personal property. The Company’s Directors provide office space free of charge.

On June 28, 2006 (inception), the Company issued 5,000,000 share of its common stock to its Directors for cash of $5,000.

A former Director, loaned the company $16,200 during 2007. The loan bears no interest and is payable on demand on or after December 1, 2007 pursuant to the ~~terms~~ terms of a promissory note dated December 1, 2006. Partial repayment of $7,133 was made in October, 2007. The outstanding balance of the loan is $9,067 at ~~September 30~~March 31, ~~2008~~ 2009.

67. LOAN PAYABLE

The loan bears no interest and has no fixed term of repayment.

~~(Unaudited)~~8. GOING CONCERN

9The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from inception to March 31, 2009 of $298,383. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The

Uaudited

MILLENNIUM ENERGY CORP.

Formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.

(An An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended March 31, 2009

~~Period Ended~~8. GOING ~~September 30, 2008~~CONCERN (CONTINUED)

7.financial ~~GOING~~statements do not include any adjustments that might result from the outcome of ~~CONCERN~~this uncertainty.

~~The accompanying financial statements have been prepared assuming that the Company will continue as a going concern~~9. ~~The Company has net losses for the~~ NET ~~period~~OPERATING from inception to September 30, 2008 of $246,919. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.LOSSES

8.As of ~~NET~~March ~~OPERATING~~31, ~~LOSSES~~2009, the Company has a net operating loss carry forward of approximately $298,383 which will expire 19 years from the date the loss was incurred.

As of September 30, 2008, the Company has a net operating loss carry forward of approximately $246,919 which will expire 19 years from the date the loss was incurred10. OTHER COMMITMENTS

9The Company entered into a Mineral Property Use and Exploitation Rights Agreement with a Slovakian company named “CEM” on June 26, 2008. Millennium ~~OTHER~~will ~~COMMITMENTS~~be required to incur at least 5,000.000 Euros of expenditures on the property on or before July 5, 2013.

~~The Company entered into a Mineral Property Use and Exploitation Rights Agreement with a Slovakian company named “CEM” on June 26, 2008~~11. ~~Millennium will be~~ RECENT ~~required~~ACCOUNTING ~~to incur at least 5,000,000 Euros of expenditures on the property on or before July 5, 2013.~~ PRONOUNCEMENTS

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (~~Unaudited~~“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

10In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”. SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.

~~ITEM~~In May 22008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. ~~MANAGEMENT’S~~162, “The ~~DISCUSSION~~Hierarchy ~~AND~~of ~~ANALYSIS~~Generally ORAccepted ~~PLAN~~Accounting OFPrinciples”. SFAS No. ~~OPERATION~~162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there

~~Our Business~~Uaudited

Our Company, Millennium Energy Corp., was incorporated in the State of Nevada on June 28, 2006. The Company is a development stage company as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and Reporting for Development Stage Enterprises.” On November 29, 2007, the Company completed a merger with its wholly-owned subsidiary, CBp Carbon Green, Inc., which was incorporated in the State of Nevada on November 7, 2007 solely to effect a name change. As a result, the Company changed its name from Shopper’s Wallet, Inc. to CBp Carbon Green, Inc. In addition, on March 26, 2008, the Company completed a merger with its wholly-owned subsidiary, Millennium Energy Corp., which was incorporated in the State of Nevada on February 22, 2008 solely to effect a name change. As a result, the Company changed its name from CBp Carbon Green, Inc. to Millennium Energy Corp. The Company’s common shares are now listed for trading on the OTC Bulletin Board under the symbol “MLME”.

From June 2006 to November 2007, we were focused on offering interactive English language training courses specifically designed for adults studying English as a second language. Our product, the course content, which was expected to be available both on-line and in DVD media format, expected to cover English phonetics, grammar, pronunciation, spoken English, vocabulary and learning games. We had planned to develop our product with animation graphics and interactive capabilities. It was our goal to offer our product both online and through the direct sale of DVD products. Our target market was the non-native, English adult students interested in improving their language skills. The content of our products was expected to include:

(a) Video dialogues;

(b) Audio scripts (for videos);

(d) Text and audio definitions; and

(e) Engaging, interactive learning activities.

We had anticipated that once we set-up our website, our customers would be able to access our language training course either through a DVD purchase or their password protected account on our website.

However, in November of 2007, we had a change of control of the Company and expected to change the business direction of the Company from interactive English language training courses to receiving a license of pyrolysis technology from Ariana Intervest Ltd., which technology had been licensed by CBp Carbon Industries, Inc. (a non-related company) under previous agreement with the patent holder. However, CBp Carbon Industries, Inc. later advised that it did not consent to the license of the pyrolysis technology from Ariana Intervest Ltd. to the Company and did not permit the use of the CBp name by the Company. Therefore, in March of 2008, the Company effected a name change to Millennium Energy Corp. in order to more closely reflect the new business direction of the Company, which is uranium exploration.

We have commenced only limited operations, primarily focused on organizational matters. We have never declared bankruptcy, have never been in receivership, and have never been involved in any legal action or proceedings. Except as addressed below, we have not made any significant purchase or sale of assets. Our President and CEO has no experience in the business of uranium exploration, however, she intends to engage qualified consultants and geologists to assist the Company with its anticipated uranium exploration activities.

OnMILLENNIUM ~~June 26,~~ENERGY ~~2008, the Company entered into a Mineral Property Use and Exploitation Rights Agreement (the “Agreement”) with Central European Metals S~~CORP.R.O. (“CEM”), a company incorporated in Slovakia. Pursuant to the Agreement the Company has acquired a 100% undivided interest (subject to a 1% net refining return royalty) in a certain uranium mineral property named Spišské Vlachy - U, Mo, Cu ores located in the North Gemeric Permian Belt in Eastern Slovakia and encompassing an area of 41.4 square kilometers (the “Property”). The exclusive right acquired by the Company is for a duration of 25 years commencing June 30, 2008. As consideration for its 100% undivided interest granted under the Agreement, the Company is require to issue a total of 20,000,000 restricted shares of common stock of the Company to CEM within 90 days of this Agreement, which shares were issued on September 22, 2008. In addition, the Company must incur at least €5,000,000 (Euros) of Expenditures, as that term is defined in the Agreement, on the Property on or before July 5, 2013 and must ensure that all governmental and regulatory fees associated with the Property are kept in good standing, including, but not limited to all necessary leases or permits, taxes, and rentals, during the Term. Millennium shall have the option to renew the rights granted under the Agreement for an additional 25 year period after the initial term upon the issuance of an additional 10,000,000 restricted shares of common stock of the Company to CEM on or before 30 days prior to the end of the initial 25 year term. A copy of this Agreement is attached as Exhibit 10.1 to the Company’s quarterly report filed on August 13, 2008 and is incorporated herein by reference.

WeFormerly doCBp ~~not currently~~Carbon ~~have~~Green, ~~sufficient~~Inc. ~~capital to operate our business~~ and weformerly ~~will~~Shopper’s ~~require additional~~Wallet, ~~funding in the future to sustain our operations~~Inc. ~~There is no assurance that we will ever have revenue in the future or that we will be able to secure the necessary funding to develop our business.~~

We( ~~are an exploration stage corporation.~~ An ~~exploration~~Exploration ~~stage~~Stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to focus our exploration activities on uranium mineral properties in various regions around the globe. We maintain our statutory registered agent’s office at Eastbiz.com Inc. of 5348 Vegas Dr., Las Vegas, NV 89108 and our corporate office is located at 43 Pireos St., Ano Voula, Athens, Greece. Our telephone number is 011-30-210-895-8786.Company)

WeCondensed ~~have no~~Notes ~~plans~~ to ~~change~~Financial our business activities from mineral exploration. In addition, we intend to explore mineral properties in various regions around the globe and this may result in the acquisition of other entities that own certain mineral rights or licenses. Statements

Period Ended March 31, 2009

~~MANAGEMENT’S~~11. RECENT ~~DISCUSSION~~ACCOUNTING ~~AND~~PRONOUNCEMENTS ~~ANALYSIS~~( ~~AND PLAN OF OPERATIONS~~CONTINUED)

~~You~~might be ~~should~~conflicting ~~read~~guidance ~~the~~between ~~following~~two ~~plan~~categories, ofthe ~~operation~~more ~~together~~authoritative ~~with our financial~~category ~~statements~~will prevail. ~~and~~SFAS ~~related~~No. ~~notes~~162 ~~appearing~~will ~~elsewhere~~become ineffective ~~this~~60 ~~quarterly report.~~days ~~This plan~~after ofthe ~~operation~~SEC ~~contains~~approves ~~forward-looking~~the ~~statements~~PCAOB’s ~~that~~amendments ~~involve~~to ~~risks, uncertainties,~~AU ~~and~~Section ~~assumptions.~~411 ~~The~~of ~~actual~~the ~~results may differ materially from~~AICPA ~~those~~Professional ~~anticipated~~Standards. inSFAS ~~these forward-looking statements~~No. ~~Factors~~162 ~~that~~has ~~could~~no ~~cause or~~effect ~~contribute~~on tothe ~~such~~Company’s ~~differences include~~financial position, ~~but~~statements ~~are~~of ~~not limited to~~operations, ~~those discussed~~or ~~below~~cash ~~and~~flows ~~elsewhere~~at in this ~~quarterly report~~time.

~~Overview~~In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133. This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under Statement 133 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not yet adopted the provisions of SFAS No. 161, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.

~~Millennium~~In ~~Energy~~December ~~Corp~~2007, ~~was~~the ~~incorporated~~SEC onissued ~~June~~Staff ~~28,~~Accounting ~~2006,~~Bulletin in(SAB) No. 110 regarding the ~~State~~use of ~~Nevada~~a "simplified" method, as discussed in SAB No. We107 ~~are~~(SAB 107), in ~~a start-up~~developing ~~exploration~~an ~~stage~~estimate ~~corporation~~of ~~with~~expected noterm ~~current~~of ~~exploration~~"plain ~~operations~~vanilla" share options in ~~and~~accordance nowith ~~revenues~~SFAS ~~from~~No. ~~our~~123 ~~business~~(R), ~~operations~~Share-Based Payment. In Weparticular, the dostaff ~~not~~indicated ~~expect~~in SAB 107 that it will accept a company's election to ~~commence~~use ~~earning~~the ~~revenues~~simplified inmethod, regardless of whether the ~~near~~company ~~future~~has sufficient information to make more refined estimates of expected term. ~~Our~~At ~~auditors~~the ~~have~~time SAB 107 was issued, athe ~~going~~staff ~~concern~~believed that more detailed external information about ~~opinion~~employee exercise behavior (e.g., ~~This~~employee ~~means~~exercise ~~that~~patterns ~~our~~by ~~auditors~~industry ~~believe~~and/or other ~~there~~categories isof ~~substantial~~companies) ~~doubt~~would, ~~that we can~~over ~~continue~~time, asbecome anreadily ~~on-going~~available ~~business~~to companies. ~~for~~Therefore, the ~~next~~staff ~~twelve~~stated ~~months.~~in WeSAB do107 that it would not expect a ~~anticipate~~company ~~generating~~to ~~significant~~use ~~revenues~~the ~~until~~simplified ~~after~~method wefor ~~have~~share ~~acquired~~option ~~mineral properties~~grants after December 31, 2007. ~~explored~~The ~~these~~staff ~~properties~~understands ~~and~~that ~~evaluated~~such ~~these~~detailed ~~properties~~information asabout toemployee ~~the economic~~exercise ~~feasibility~~behavior ofmay ~~commercially~~not ~~mining~~be ~~the~~widely ~~properties~~available by December 31, 2007. Accordingly, we ~~must raise~~the ~~cash~~staff ~~from~~will ~~sources~~continue ~~other~~to ~~than~~accept, ~~our~~under ~~operations~~certain incircumstances, ~~order~~the touse ~~purchase~~of ~~mineral~~the ~~properties~~simplified ~~and~~method orbeyond ~~licenses~~December ~~and~~31, ~~rights~~2007. toThe ~~mine~~Company ~~these~~currently ~~properties~~uses ~~and to retain~~the ~~specialists~~simplified ~~and~~method ~~consultants~~ for ~~the~~“plain ~~purpose~~vanilla” ofshare ~~locating~~options and ~~securing~~warrants, ~~mineral~~and will ~~properties~~assess ~~and~~the ~~thereafter~~impact ~~beginning~~of ~~exploration~~SAB on110 ~~these~~for ~~properties~~fiscal year 2009. WeIt ~~plan to focus~~is ~~our~~not ~~mineral~~believed ~~exploration~~that ~~prospects~~this will have an impact on ~~mineral~~the ~~bodies~~Company’s ~~containing~~consolidated financial position, results of ~~uranium~~operations or cash flows.

WeIn ~~have raised~~December ~~money~~2007, ~~from~~the anFASB ~~offering~~issued ofSFAS ~~our~~No. ~~shares~~160, ~~pursuant~~Noncontrolling toInterests ~~a Registration Statement~~in onConsolidated ~~Form~~Financial ~~SB-2.~~Statements—an Asamendment of ~~June~~ARB ~~18,~~No. ~~2007,~~51. This statement weamends ~~successfully~~ARB ~~completed~~51 ~~the~~to ~~sale~~establish ~~of 2,333,333~~accounting ~~shares~~and ofreporting ~~our~~standards ~~common~~for ~~stock~~the noncontrolling tointerest ~~various~~in ~~offshore investors at~~ a ~~price per~~subsidiary ~~share~~and ~~of $0.03~~ for ~~aggregate~~the ~~proceeds~~deconsolidation of ~~$70,000~~a subsidiary. ~~The~~It ~~shares~~clarifies ofthat ~~common stock sold~~a tononcontrolling ~~the~~interest ~~investors~~in ~~were~~a ~~previously~~subsidiary ~~registered~~is ~~by us pursuant to a~~an ~~registration~~ownership ~~statement~~interest onin ~~Form SB-2, which was declared effective by~~ the ~~Securities~~ ~~and~~consolidated ~~Exchange~~entity ~~Commission~~that onshould ~~January 19, 2007.~~ be

Uaudited

~~Effective~~MILLENNIUM ~~November~~ENERGY ~~29, 2007, we effected a fifteen (15) for one (1) forward stock split of our authorized, issued and outstanding common stock~~CORP. As a result, our authorized capital has increased from 100,000,000 shares of common stock with a par value of $0.0001 and 50,000,000 shares of preferred stock with a par value of $0.0001 to 1,500,000,000 shares of common stock with a par value of $0.0001 and 50,000,000 shares of preferred stock with a par value of $0.0001. As a result of the forward stock split, our issued and outstanding share capital increased from 7,333,333 shares of common stock to 109,999,995 shares of common stock.

Formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.

( An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended March 31, 2009

11. RECENT ACCOUNTING PRONOUNCEMENTS ( CONTINUED)

reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Statement 141 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In December 2007, the FASB, issued FAS No. 141 (revised 2007), Business Combinations’. This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141. This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related FASB Statement No. 160, Noncontrolling Interests in Consolidated Financial Statements. The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

In February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115. This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in FAS 159 are elective; however, an amendment to FAS 115 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements. The Company will adopt SFAS

Uaudited

MILLENNIUM ENERGY CORP.

Formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.

( An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended March 31, 2009

11. RECENT ACCOUNTING PRONOUNCEMENTS (CONTINUED)

No. 159 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.

Uaudited

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

You should read the following plan of operation together with our financial statements and related notes appearing elsewhere in this quarterly report. This plan of operation contains forward-looking statements that involve risks, uncertainties, and assumptions. The actual results may differ materially from those anticipated in these forward-looking statements as a result of certain factors, including, but not limited to, those presented under “Item 1A. Risk Factors” in Part II of this quarterly report on Form 10-Q.

Overview

Our Company was incorporated on June 28, 2006, in the State of Nevada. We are a start-up exploration stage corporation with no current exploration operations and no revenues from our business operations. We do not expect to commence earning revenues in the near future. Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months. We do not anticipate generating significant revenues until after we have acquired mineral properties, explored these properties and evaluated these properties as to the economic feasibility of commercially mining the properties. Accordingly, we must raise cash from sources other than our operations in order to purchase mineral properties and or licenses and rights to mine these properties and to retain specialists and consultants for the purpose of locating and securing mineral properties and thereafter beginning exploration on these properties. We plan to focus our mineral exploration prospects on mineral bodies containing uranium.

We have raised money from an offering of our shares pursuant to a Registration Statement on Form SB-2. As of June 18, 2007, we successfully completed the sale of 2,333,333 shares of our common stock to various offshore investors at a price per share of $0.03 for aggregate proceeds of $70,000. The shares of Common Stock sold to the investors were previously registered by us pursuant to a registration statement on Form SB-2, which was declared effective by the Securities and Exchange Commission on January 19, 2007.

Effective November 29, 2007, we effected a fifteen (15) for one (1) forward stock split of our authorized, issued and outstanding Common Stock. As a result, our authorized capital has increased from 100,000,000 shares of Common Stock with a par value of $0.0001 and 50,000,000 shares of preferred stock with a par value of $0.0001 to 1,500,000,000 shares of Common Stock with a par value of $0.0001 and 50,000,000 shares of preferred stock with a par value of $0.0001. As a result of the forward stock split, our issued and outstanding share capital increased from 7,333,333 shares of Common Stock to 109,999,995 shares of Common Stock.

On November 29, 2007, the Company completed a merger with its wholly-owned subsidiary, CBp Carbon Green, Inc., which was incorporated in the State of Nevada on November 7, 2007, solely to effect a name change. As a result, the Company changed its name from Shopper’s Wallet, Inc. to CBp Carbon Green, Inc. In addition, on March 26, 2008, the Company completed a merger with its wholly-owned subsidiary, Millennium Energy Corp., which was incorporated in the State of Nevada on February 22, 2008, solely to effect a name change. As a result, the Company changed its name from CBp Carbon Green, Inc. to Millennium Energy Corp. The Company’s common shares are now listed for trading on the OTC Bulletin Board under the symbol “MLME”

At the present time, we have not made any arrangements to raise additional cash. However, we will require additional funds in the next twelve months and we may seek to obtain additional funds through a second public offering, private placement of securities, or loans. Other than as described in this paragraph, we have no other financing plans at this time.

~~Plan of Operations~~15

We ~~are~~maintain aour statutory registered agent’s office at Eastbiz.com Inc. of 5348 ~~start-up~~Vegas Dr., ~~exploration~~Las ~~stage~~Vegas, ~~corporation~~NV 89108 and ~~have~~our ~~not~~corporate ~~yet~~office ~~generated~~is orlocated ~~realized~~at ~~any~~43 ~~revenues~~Pireos ~~from~~St., ~~our~~Ano ~~business~~Voula, ~~operations~~Athens, Greece. Our telephone number is 011-30-210-895-8786.

~~Our~~Business auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and noPlan revenues are anticipated until we stake claims on mineral properties, locate mineral deposits and begin removing and selling minerals. There is no assurance we will ever reach this point. Our only source for cash at this time is investments by others in Millennium Energy Corp. We must raise cash to implement our business plan and stay in business. We intend to acquire properties or exploration rights and to conduct research in the form of ~~exploration on such properties.~~ Operation

We are an exploration stage corporation. An exploration stage corporation is one engaged in the search for mineral deposits or reserves which are not in either the development or production stage. We intend to focus our exploration activities on uranium mineral properties in various regions around the globe and this may result in the acquisition of other entities that own certain mineral rights or licenses. We have no plans to change our business activities from mineral exploration.

On June 26, 2008, the Company entered into a Mineral Property Use and Exploitation Rights Agreement (the “Agreement”) with Central European Metals S.R.O. (“CEM”), a company incorporated in Slovakia. Pursuant to the Agreement the Company has acquired a 100% undivided interest (subject to a 1% net refining return royalty) in a certain uranium mineral property named Spišské Vlachy – U, Mo, Cu ores located in the North Gemeric Permian Belt in Eastern Slovakia and encompassing an area of 41.4 square kilometers (the “Property”). The exclusive right acquired by the Company is for a duration of 25 years commencing June 30, 2008. As consideration for its 100% undivided interest granted under the Agreement, the Company is required to issue a total of 20,000,000 restricted shares of Common Stock of the Company to CEM within 90 days of this Agreement, which shares were issued on September 22, 2008. In addition, the Company must incur at least €5,000,000 (Euros) of Expenditures, as that term is defined in the Agreement, on the Property on or before July 5, 2013, and must ensure that all governmental and regulatory fees associated with the Property are kept in good standing, including, but not limited to all necessary leases or permits, taxes, and rentals, during the term. Millennium shall have the option to renew the rights granted under the Agreement for an additional 25 year period after the initial term upon the issuance of an additional 10,000,000 restricted shares of Common Stock of the Company to CEM on or before 30 days prior to the end of the initial 25 year term. A copy of this Agreement is attached as Exhibit 10.1 to the Company’s quarterly report filed on August 13, 2008, and is incorporated herein by reference.

We do not currently have sufficient capital to operate our business and we will require additional funding in the future to sustain our operations. There is no assurance that we will ever have revenue in the future or that we will be able to secure the necessary funding to develop our business. Our auditors have issued a going concern opinion. This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we stake claims on mineral properties, locate mineral deposits and begin removing and selling minerals. There is no assurance we will ever reach this point. Our only source for cash at this time is investments by others in Millennium Energy Corp. We must raise cash to implement our business plan and stay in business. We intend to acquire properties or exploration rights and to conduct research in the form of exploration on such properties.

Our exploration target is to find mineral bodies containing uranium. Our success depends upon finding mineralized material. This will require a determination by a geological consultant as to whether any of the mineral properties we intend to acquire contains mineralized material. Mineralized material is a mineralized body, which has been delineated by appropriate spaced drilling or underground sampling to support sufficient tonnage and average grade of minerals to justify removal. If we don’t find mineralized material or we cannot remove mineralized material, either because we do not have the money to do it or because it is not economically feasible to do it, we will cease operations and you will lose your investment.

In addition, we may not have enough money to acquire and subsequently complete our exploration of mineral properties. If it turns out that we have not raised enough money to acquire mineral properties and complete our anticipated exploration program, we will try to raise additional funds from a private placement or loans. There is no assurance that we will raise additional money in the future. If we require additional money and are unable to raise it, we will have to suspend or cease operations.

After acquiring mineral properties, we will have to conduct exploration to determine what amount of minerals, if any, exist on the properties and if it is economically feasible to extract and process any of the mineralized material. Economically feasible means that the costs associated with the removal of the mineralized material will not exceed the price at which we can sell the mineralized material. We ~~can’t~~cannot predict what that will be until we find mineralized material.

We do not claim to have any minerals or reserves whatsoever at this time on any of our current properties.

If we are unable to complete any phase of our proposed plan of acquisition and exploration because we do not have enough money, we will cease operations until we raise more money. If we cannot or do not raise more money, we will cease operations. If we are required to cease operations, we will investigate all other opportunities to maintain stockholder value.

We do not intend to hire additional employees at this time. All of the work to be conducted on any acquired properties will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, geology, engineering, exploration, and excavation. The geologists will evaluate the information derived from the exploration and excavation and the engineers will advise us on the economic feasibility of removing any mineralized material.

Limited Operating History; Need for Additional Capital

There is limited historical financial information about us upon which to base an evaluation of our performance. We are an exploration stage company, and have not generated any revenues from operations. We cannot guarantee we will be successful in our business operations. Our business is subject to risks inherent in the establishment of a new business enterprise, including limited capital resources, possible delays in the acquisition and exploration of mineral properties, and possible cost overruns due to price and cost increases in services.

Once we acquire mineral properties we plan to conduct research and exploration of any acquired properties, and if successful and economically feasible, we plan to start production of any minerals we may find. We anticipate seeking equity financing to provide for the capital required to implement our research and exploration plans.

We have no assurance that future financings will be available to us on acceptable terms. If financing is not available on satisfactory terms, we may be unable to continue, develop or expand our operations. Equity financing could result in additional dilution to existing stockholders.

Employees

At present, we have no full-time employees and we depend to a great extent on the principal member of our management. If we lose the services of our sole officer and director it could significantly impede the achievement of our objectives. We have not entered into employment agreements with our sole officer and director. Because our sole officer and director is inexperienced with exploration, recruiting and retaining qualified exploration personnel will be critical to our success. We may not be able to retain existing personnel or attract and retain qualified staff in the future. If we fail to hire and retain personnel in key positions, we may be unable to achieve our exploration objectives in a timely manner.

Liquidity and Capital Resources

To meet our need for cash we intend to raise money from private placement offerings. We cannot guarantee that we will be able to raise enough money to stay in business. If we acquire mineral properties, find mineralized material and it is economically feasible to remove the mineralized material, we will attempt to raise additional money through a subsequent private placement, public offering or through loans. If we do not raise all of the money we need to complete our exploration plans, we will have to find alternative sources, like a second public offering, a private placement of securities, or loans from our officers or others.

At September 30, 2008, we had working capital deficiency of $171,919, whereas at September 30, 2007 cash and cash equivalents from inception to September 30, 2007 had been insufficient to provide the working capital necessary to operate. At September 30, 2008, our total assets consisted of cash of $15,000 and resource property of $6,000,000 compared to assets with a value of $7,136 at September 30, 2007.17

~~From~~At March ~~inception~~31, to2009, ~~September~~we 30had working capital deficiency of $223,383, whereas at March 31, 2008, we ~~have~~had ~~incurred~~a ~~losses~~working capital deficiency of $~~246~~55,~~919~~901. Cash ~~The~~and cash ~~principal~~equivalents ~~components~~from ofinception ~~our~~to ~~losses~~March ~~for~~31, 2009, have been insufficient to provide the ~~nine~~working ~~months~~capital ~~ended~~necessary ~~September~~to 30operate. At March 31, 2009, our ~~2008 included~~total ~~general~~assets ~~and~~consisted ~~administrative~~of ~~costs~~cash of $871,~~923~~555 and resource property ~~development~~of $6,000,000 ~~costs~~compared to assets with a value of $7545,~~000.~~291 at March 31, 2008.

14From inception to March 31, 2009, we have incurred losses of $298,383. The principal components of our losses for the three month period ended March 31, 2009, included general and administrative costs of $43,891 and property development costs of nil.

As of the date of this ~~periodic~~quarterly report we have yet to generate any revenues.

As of ~~September~~March 3031, ~~2008~~2009, our total assets were $6,~~015~~001,~~000;~~555 our total liabilities were $~~186~~224,~~919~~938; and, we had cash resources of $151,~~000~~555.

We will need to raise additional capital to continue our operations. We cannot guarantee that additional funding will be available on favorable terms, if at all. Any shortfall will affect our ability to expand or even continue our operations.

~~Off-Balance~~Results ~~Sheet~~of ~~Arrangements~~Operation

WeNet ~~have~~Loss. The Company has net losses for the period from inception noto ~~off-balance~~March ~~sheet~~31, ~~arrangements~~2009, of $298,383. This condition raises substantial doubt about the Company’s ability to continue as a going concern. The Company’s continuation as a going concern is dependent on its ability to meet its obligations, to obtain additional financing as may be required and ultimately to attain profitability. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Net Operating ~~Loss~~Losses. ~~The Company~~ As ~~has~~of ~~net~~March ~~losses for the period from inception to September 30~~31, ~~2008 of $246~~2009,~~919.~~ ~~This condition raises substantial doubt about~~ the Company’s ~~ability~~has ~~to continue as~~ a ~~going~~net ~~concern. The Company’s continuation as a going concern is~~operating ~~dependent~~loss oncarry ~~its~~forward ~~ability~~of toapproximately ~~meet its obligations~~$298,383 towhich ~~obtain~~will ~~additional~~expire ~~financing as~~19 ~~may~~years befrom ~~required and ultimately to attain profitability. The financial~~the ~~statements~~date ~~do not include any adjustments that might result from~~ the ~~outcome of this~~loss ~~uncertainty~~was incurred.

Net Operating Losses. As of September 30, 2008, the Company has a net operating loss carry forward of approximately $246,919 which will expire 19 years from the date the loss was incurred.

Revenues. We have not generated any revenues to date from our operations.

Off-Balance Sheet Arrangements

The Company has no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

~~N/A~~The Company, as a smaller reporting company” (as defined by §229.10(f)(1)), is not required to provide the information required by this Item.

ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our ~~Chief Executive Officer and our Chief Financial Officer~~President, evaluated the effectiveness of our disclosure controls and procedures as of the end of the period covered by this report. Based on that evaluation, our ~~Chief~~President ~~Executive Officer and Chief Financial Officer~~ concluded ~~that~~ that our disclosure controls and procedures as of the end of the period covered by by this report were effective such that the information required to be disclosed by by us in reports filed under the Securities Exchange Act of 1934 is: (i) recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms; and (ii) accumulated and communicated to our management, including our ~~Chief Executive Officer and Chief Financial Officer~~President, as appropriate to allow timely decisions regarding disclosure. A controls system cannot provide absolute assurance, however, that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

Internal Control ~~over~~Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Internal control over financial reporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Securities Exchange Act of 1934 as a process designed by, or under the supervision of, the company’s principal executive and principal financial officers and effected by the company’s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America and includes those policies and procedures that:

15(1) Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the company;

1.(2) ~~Pertain~~Provide reasonable assurance that transactions are recorded as necessary to ~~the~~permit ~~maintenance~~preparation of ~~records~~financial ~~that~~statements in ~~reasonable~~accordance ~~detail~~with ~~accurately~~accounting ~~and~~principles ~~fairly~~generally ~~reflect~~accepted in the ~~transactions~~United States of America and ~~dispositions~~that receipts and expenditures of the ~~assets~~company are being made only in accordance with authorizations of management and directors of the company; and

2.(3) Provide reasonable assurance ~~that~~regarding ~~transactions~~prevention ~~are~~or ~~recorded~~timely asdetection ~~necessary to permit preparation~~ of ~~financial~~unauthorized ~~statements~~acquisition, inuse ~~accordance~~or ~~with~~disposition ~~accounting principles generally accepted in the United States~~ of ~~America and that receipts and expenditures of~~ the company’s ~~are~~assets ~~being~~that ~~made~~could ~~only~~have ina ~~accordance~~material ~~with~~effect ~~authorizations~~on ~~of management and directors of~~ the ~~company;~~financial ~~and~~statements.

3. Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Because of the inherent limitations of internal control, there is a risk that material misstatements may not be prevented or detected on a timely basis by internal control over financial reporting. However, these inherent limitations are known features of the financial reporting process. Therefore, it is possible to design into the process safeguards to reduce, though not eliminate, this risk.

As of ~~September~~March 3031, ~~2008,~~2009 management assessed the effectiveness of our internal ~~control~~ control over financial reporting based on the criteria for effective internal ~~control~~ control over financial reporting established in Internal Control--Integrated ~~Framework~~ Framework issued by the Committee of Sponsoring Organizations of the Treadway ~~Commission~~ Commission ("COSO") and SEC guidance on conducting such assessments. Based on that evaluation, they concluded that, during the period covered by this report, such internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules as more fully described below. This was due to deficiencies that existed in the design or operation of our internal controls over financial reporting that adversely affected our internal controls and that may be considered to be material weaknesses.

The matters involving internal controls and procedures that our management considered to be material weaknesses under the standards of the Public Company Accounting Oversight Board were: (1) lack of a functioning audit committee due to a lack of a majority of independent members and a lack of a majority of outside directors on our board of directors, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures; (2) inadequate segregation of duties consistent with control objectives; and (3) ineffective controls over period end financial disclosure and reporting processes. The aforementioned material weaknesses were identified by our Chief Executive Officer in connection with the review of our financial statements as of September 30, 2008.19

Management believes that the material weaknesses set forth in items (2) and (3) above did not have an effect on our financial results. However, management believes that the lack of a functioning audit committee and the lack of a majority of outside directors on our board of directors results in ineffective oversight in the establishment and monitoring of required internal controls and procedures, which could result in a material misstatement in our financial statements in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and other deficiencies and enhance our internal controls, we have initiated, or plan to initiate, the following series of measures:

(1.) Wewe plan to create a position to segregate duties consistent with control objectives and plan to increase our personnel resources and technical accounting expertise within the accounting function when funds are available to us; and

16(2) we plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

2. We plan to appoint one or more outside directors to our board of directors who shall be appointed to an audit committee resulting in a fully functioning audit committee who will undertake the oversight in the establishment and monitoring of required internal controls and procedures such as reviewing and approving estimates and assumptions made by management when funds are available to us.

Management believes that the appointment of one or more outside directors, who shall be appointed to a fully functioning audit committee, will remedy the lack of a functioning audit committee and a lack of a majority of outside directors on our Board.

We anticipate that these initiatives will be at least partially, if not fully, implemented by ~~September~~December 3031, 2009. Additionally, we plan to test our ~~updated~~ updated controls and remediate our deficiencies by ~~September~~December 3031, 2009.

Changes in Internal Controls Over Financial Reporting

There ~~was~~ have been no ~~change~~changes in our internal controls over financial reporting that occurred during our fiscal quarter of the period covered by this quarterly report, ~~which~~on ~~has~~Form 10-Q that have materially affected, or is are reasonably likely to materially affect, our internal controls over financial reporting.

~~PART II - OTHER INFORMATION~~20

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, active or pending legal proceedings against our Company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

ITEM 1A. RISK FACTORS

~~RISK~~An ~~FACTORS~~investment in the Company has a high degree of risk. Before you invest you should carefully consider the risks and uncertainties described below and the other information in this quarterly report. If any of the following risks actually occur, our business, operating results and financial condition could be harmed and the value of our stock could go down.

AnRisks ~~investment~~Related ~~in our common stock involves a high degree of risk. You should carefully consider the following factors and other information in this prospectus before deciding~~ to ~~invest in~~ our company. If any of the following risks actually occur, our business, financial condition, results of operations and prospects for growth would likely suffer. As a result, you could lose all or part of your investment.Company

RISKS RELATED TO OUR COMPANY

We have a going concern opinion from our auditors, indicating the possibility that we may not be able to continue to operate.

The Company has incurred net losses of $~~246~~298,~~919~~383 for the period from June 28, 2006 (inception) to ~~September~~March 3031, ~~2008~~2009. We anticipate generating losses for ~~the~~ the next 12 months. Therefore, we may be unable to continue operations in the future as a going concern. No adjustment has been made in the accompanying financial statements to the amounts and classification of assets and liabilities which could result should we be unable to continue as a going concern. If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in the Company.

We are a development stage company and may never be able to execute our business plan.

We were incorporated on June 28, 2006. We currently have no products, customers or revenues. Although we have begun initial planning for the development of a uranium exploration company, we may not be able to execute our business plan unless and until we are successful in raising funds in the near future. In addition, our independent auditors included an explanatory paragraph in their report on the accompanying financial statements regarding concerns about our ability to continue as a going concern. As a result, we may not be able to obtain additional necessary funding.

There can be no assurance that we will ever achieve any revenues or profitability. The revenue and income potential of our proposed business and operations is unproven, and the lack of operating history makes it difficult to evaluate the future prospects of our business.

Our business plan may be unsuccessful.

The success of our business plan is dependent on our ability to discover a mineral reserve on one or more properties covered by exploration licenses, however, there can be no assurance that we will be able to develop any potential property into a producing mine and extract those resources. Therefore, the lack of operating history makes it difficult to validate our business plan.

We have no operating history and have maintained losses since inception, which we expect to continue in the future.

We incurred net losses of $~~246~~298,~~919~~383 for the period from June 28, 2006 (inception) to ~~September~~March 3031, ~~2008~~2009, and expect to incur more operating losses over the next 12 months and in future periods. These losses will occur because we do not yet have any revenues to offset the expenses associated with the development ~~and~~ and exploration for uranium. We cannot guarantee that we will ever be ~~successful~~ successful in generating revenues in the future. We recognize that if we are unable to generate revenues, we may not be able to earn profits or ~~continue~~ continue operations.

There is no history upon which to base any assumption as to the likelihood that we will prove successful, and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations. If we are unsuccessful in addressing these risks, our business will most likely fail.

There can be no assurance that we will be capable of raising the additional funding that we need to carry out our development and exploration objectives.

The further development and exploration of our mineral properties depends upon our ability to obtain financing through capital markets, or other means. There is no assurance that we will be successful in obtaining financing as and when needed. Unfavorable market conditions may make it difficult or impossible for us to obtain debt financing or equity financing on acceptable terms or at all. Failure to obtain additional financing on a timely basis may cause us to postpone our development plans, forfeit rights in some or all of our properties or reduce or terminate some or all of our operations.

Our executive officers and directors have significant voting power and may take actions that may be different than actions sought by our other shareholders.

Our sole officer and director owns approximately 5857.7% of the outstanding shares of our ~~common~~Common ~~stock~~Stock. Therefore, such shareholder will be able to exercise ~~significant~~ significant influence over all matters requiring shareholder approval. This influence over our affairs might be adverse to the interest of our other stockholders. In addition, this concentration of ownership could delay or prevent a change in control and might have an adverse effect on the market price of our ~~common stock~~Common Stock.

Since our officers can work or consult for other companies, their other activities could slow down our operations.

Our sole officer and director is not required to work exclusively for us and does not devote all of her time to our operations. Therefore, it is possible that her pursuit of other activities may slow our operations and reduce our financial results because of the slow down in operations. It is expected that our sole officer and director will devote between 5 and 30 hours per week to our operations on an ongoing basis, and will devote whole days and even multiple days at a stretch when required.

Our officers have no technical training or experience in mineral exploration. We may suffer irreparable harm due to this lack of experience, which in turn may result in the loss of your investment.

Due to our sole officer and director’s lack of experience, our sole officer may make wrong decisions and choices regarding mineral exploration development and may not take into account standard industry approaches which other mineral exploration companies commonly use. Consequently our operations, earnings and ultimate financial success could suffer irreparable harm due to our sole officer’s lack of experience in the mineral exploration industry. As a result we may have to suspend or cease operations which will result in the loss of your investment.

We do not have experience in placing properties into production.

We have no experience in placing mineral properties into production, and our ability to do so will be dependent upon using the services of appropriately experienced personnel or entering into agreements with other major resource companies that can provide such expertise. There can be no assurance that we will have available to us the necessary expertise to take a mineral deposit into production.

We may be unable to enforce our legal rights in certain circumstances.

In the event of a dispute arising at or in respect of our foreign operations, we may be subject to the exclusive jurisdiction of foreign courts or may not be successful in subjecting foreign persons to the jurisdiction of courts in the United States or other jurisdictions. We may also be hindered or prevented from enforcing our rights with respect to a governmental entity or instrumentality because of the doctrine of sovereign immunity.

We depend on our key personnel, the loss of whom would adversely affect our operations. If we fail to attract and retain the talent required for our business, our business will be materially harmed.

We are a small company with no full-time employees as of ~~September~~March 3031, ~~2008~~2009, and we depend to a great extent on the principal member of our management. If we lose the services of our sole officer and director, it could significantly impede the achievement of our objectives. We do not currently have any key man ~~life~~ life insurance policies. We have not entered into employment agreements with our sole officer and director. In addition, recruiting and retaining qualified exploration personnel will be critical to our success. We may not be able to retain existing personnel or attract and retain qualified staff in the future. If we fail to hire and retain personnel in key positions, we may be unable to achieve our exploration objectives in a timely manner.

All of our directors and officers are outside the United States, with the result that it may be difficult for investors to enforce within the United States any judgments obtained against us or any of our directors or officers.

~~All~~Our sole ~~of our~~director ~~directors~~ and ~~officers~~officer ~~are~~is ~~nationals~~a national and/or ~~residents~~resident of ~~countries~~a country other than the United States, and all or a substantial portion of such ~~persons'~~person’s assets ~~are~~ are located outside the United States. As a result, it may be difficult ~~for~~ for investors to effect service of process on our ~~directors~~sole ordirector ~~officers~~and officer, or ~~enforce~~ enforce within the United States any judgments obtained against us or our ~~officers~~sole ~~or directors~~director and officer, including judgments predicated upon the civil liability ~~provisions~~ provisions of the securities laws of the United States or any state thereof. Consequently, you may be effectively prevented from pursuing remedies under U.S. federal securities laws against them.

Management is inexperienced in running a U.S. public company.

We are managed by a management team that is relatively unfamiliar with the capital market and the processes by which a U.S. public company should be managed and operated. Management is currently making efforts to familiarize itself with the relevant laws, rules and regulations and market practice, but there can be no assurance that it can master the relevant knowledge and skills and set up the required systems in time to prevent mistakes and to meet shareholder and market expectations.

1923

~~RISKS~~Risks ~~ASSOCIATED~~Associated ~~WITH~~with ~~OUR~~Our ~~COMMON~~Common ~~STOCK~~ Stock

Trades on the OTC Bulletin Board may be volatile and sporadic; the market price of our ~~common~~Common ~~stock~~Stock could be depressed and therefore difficult for our shareholders to resell their shares.

Our ~~common~~Common ~~stock~~Stock is quoted on the OTC Bulletin Board. Trading of stock on the OTC Bulletin Board is often thin and characterized by wide fluctuations in ~~trading~~ trading prices due to many factors that may not correlate with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities on a quotation system like Nasdaq or a stock exchange like the New York Stock Exchange. Accordingly, our shareholders may have difficulty reselling some or all of their shares.

Our ~~stock~~Common Stock is a penny stock. Trading of our shares may be restricted by the SEC’s penny stock regulations and FINRA’s sales practice requirements, which may limit a shareholder’s ability to buy and sell our shares.

The Securities and Exchange Commission has defined “penny stock” under Rule 3a51-1 and as such our stock is penny stock. Our securities are covered by the penny stock rules, Rule 15g-9, which imposes additional sales practice requirements, including disclosure requirements, on broker-dealers who sell to persons other than established customers and “accredited investors”. The disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for stock that is subject to the penny stock rules. The penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our ~~common~~Common ~~stock~~Stock.

In addition, the Financial Industry Regulatory Authority has adopted rules that require a broker/dealer, when recommending an investment to a customer, to have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to ~~their~~ their non-institutional customers, broker/dealers must make reasonable efforts to to obtain information about the customer’s financial status, tax status, ~~investment~~ investment objectives and other information. Interpretations of these rules suggest that there is a high probability that speculative low-priced securities will not be suitable for some customers. The Financial Industry Regulatory Authority requirements make it more difficult for broker/dealers to recommend that their customers buy our ~~common~~Common ~~stock~~Stock, which may limit your ability to buy and sell our stock.

Because we do not intend to pay any cash dividends on our shares of ~~common~~Common ~~stock~~Stock, our stockholders will not be able to receive a return on their shares unless they sell them.

We intend to retain any future earnings to finance the development and expansion of our business. We do not anticipate paying any cash dividends on our ~~common~~Common ~~stock~~ Stock in the foreseeable future. Unless we pay dividends, our stockholders will not be able to receive a return on their shares unless they sell them.

~~RISKS ASSOCIATED~~Risks ~~WITH~~Associated ~~MINING~~with Mining

No assurances are given regarding the existence of any mineral resource on any potential mineral property or mineral license that we may be able to acquire that is in commercially exploitable quantities. Funds expended on any exploration will be lost until such time as we may be able to earn revenues from operations, if any. If we do not discover any mineral resource in commercially exploitable quantities, our business may fail.

2024

A reserve, in the context of a mining reserve, is defined by the Securities and Exchange Commission in its Industry Guide 7 as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a “reserve” that meets the requirements of the Securities and Exchange Commission’s Industry Guide 7 is extremely remote; in all probability any potential mineral resource property that we may be able to acquire does not contain any “reserve” and any funds that we spend on exploration will probably be lost.

Even if we do eventually discover a mineral reserve on one or more potential mineral properties or licenses that we may be able to acquire, there can be no assurance that we will be able to develop these properties or licenses into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.

The commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a processing facility, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

Mineral operations are subject to applicable law and government regulation. Discovery of a mineral resource in a commercially exploitable quantity is subject to these laws and regulations and could restrict or prohibit the exploitation of that mineral resource. Failure to exploit any mineral resource that we might discover may cause our business to fail.

Mineral exploration and extraction procedures require permits from various foreign governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. We cannot assure that we may be able to obtain or maintain any permits required for exploration on any potential mineral property or license that we may be able to acquire or for the construction and operation of a mine on such properties at economically viable costs. Failure to obtain and maintain permits or failure to construct and operate a mine may cause our business to fail.

Establishing the existence of a mineral resource on any potential mineral property or license in commercially exploitable quantities and subsequently developing a potential property or license into a producing mine will require additional capital. Failure to raise this additional capital may prevent us from acquiring a potential mineral property or license, and most likely will prevent us from being able to exploit any mineral resource and may cause our business to fail.

Discovery of mineral resources in commercially exploitable quantities on any potential mineral property or license that we may be able to acquire will require us to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction and processing facilities and infrastructure. Although substantial benefits may be derived from the discovery of a major deposit, we cannot assure that such a resource will be significant to justify commercial operations, nor can we assure that we will be able to raise the funds required for timely development. Failure to raise the necessary capital or complete the necessary facilities and infrastructure may cause our business to fail.

Mineral prices are subject to dramatic and unpredictable fluctuations.

Revenues, if any, are expected to be derived from either the sale of a licensed mineral resource property if we are able to acquire such a property or from the extraction and sale of any mineral resources from such a property. Commodity prices have fluctuated widely in recent years and are affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of mineral resources and therefore the economic viability of any potential mineral property that we may be able to acquire and exploration projects cannot be accurately predicted.

2125

The mining industry is highly competitive and we cannot assure investors of successful future mineral claim acquisitions. Failure to acquire properties for mineral resource exploration may require us to cease operations.

The mineral exploration, development, and production industry is largely desegregated. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we may not compete with them for the removal or sales of mineral products from any potential mineral property or license that we may be able to acquire if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Markets exist worldwide for the sale of mineral products and we will likely be able to sell any mineral products that we identify and produce.

In identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. Competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, we cannot assure that we will acquire any interest in mineral resource properties that might yield reserves or result in commercial mining operations.

Mineral exploration and development is subject to extraordinary operating risks. We currently do not insure against these risks. As a result of an uninsured event our liability may exceed our resources, which would adversely impact on the Company.

Experience, knowledge and careful evaluation may not be able to overcome the many risks associated with exploration, development and production. Our operations are always subject to inherent hazards and risks in the exploration for mineral resources. Discovery of a mineral resource in commercially exploitable quantities, could subject our operations to all of the inherent hazards and risks associated with the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot or may not elect to insure. Such events may result in work stoppages and damage to property, including damage to the environment. It is not always possible to obtain insurance against all such risks and we may decide not to insure against certain risks as a result of high premiums or other reasons. The incurrence of an event that is not fully covered, or covered at all, by insurance, could have a material adverse effect on our financial conditions, results of operations and cash flows and could lead to a decline in the value of our securities. Currently, we do not maintain adequate insurance coverage against operating hazards. Payment for any liability that arises from such occurrences may have a material adverse effect on the Company.

There can be no assurance that our interest in our exploration properties ~~are~~is free ~~from~~ from defects.

We have investigated our rights to explore and exploit our properties and, to the best of our knowledge, those rights are in good standing but no assurance can be given that such rights will not be revoked, or significantly altered, to our detriment. There can also be no assurance that our rights will not be challenged or impugned by third parties.

~~Increased industry demand has created a shortage of mining equipment.~~26

~~The~~An ~~recent~~increase ~~growth~~ in ~~global~~industry ~~mining and mineral exploration activities has created a~~ demand ~~for~~may ~~mining~~create ~~equipment and related services that has outpaced supply. As~~ a ~~result,~~ ~~future~~shortage ~~operations~~of ~~could be adversely affected if we encounter~~mining ~~difficulties obtaining access to~~ equipment ~~and services on a timely basis~~. In the event that we are unable to secure required mining equipment and services on a timely basis, exploration and development activities and costs could be negatively affected.

22Any increase in growth of global mining and mineral exploration activities may create a demand for mining equipment and related services that may outpace supply. As a result, future operations could be adversely affected if the Company encounters difficulties obtaining access to equipment and services on a timely basis. In the event that the Company is unable to secure required mining equipment and services on a timely basis, exploration and development activities, production, productivity and costs could be negatively affected.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

~~Pursuant to the terms of the Mineral Property Use and Exploitation Rights Agreement between the Company and Central European Metals S~~None.R.O., a company duly incorporated under the laws of Slovakia (“CEM”), which Agreement was filed as Exhibit 10.1 to the quarterly report filed on August 13, 2008 and is incorporated herein by reference, the Company issued to CEM 20,000,000 restricted shares of common stock of the Company on September 22, 2008. The Company believes that the issuance is exempt from registration under Regulation S promulgated under the Securities Act of 1933, as amended, as the securities were issued to CEM through an offshore transaction which was negotiated and consummated outside of the United States.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

~~N/A~~None.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

~~N/A~~None.

ITEM 5. OTHER INFORMATION

~~N/A~~None.

ITEM 6. EXHIBITS

(b)

Exhibit List

31.1

Certificate pursuant to Rule 13a-14(a)

31.2

Certificate pursuant to Rule 13a-14(a)

32.1

Certificate pursuant to 18 U.S.C. §1350

32.2

Certificate pursuant to 18 U.S.C. §1350

2327

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 on this ~~19th~~ 11th day of ~~November~~May, ~~2008~~2009.

MILLENNIUM ENERGY CORP. (Registrant) By: /s/ Jana Whitlock Jana Whitlock President, CEO, CFO, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial Officer)

Pursuant to the requirements of 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: 28

Signature	Title	Date
/s/ Jana Whitlock	President, CEO, CFO, Treasurer and Director	November 19, 2008
Jana Whitlock

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