UNITED
      STATES


SECURITIES
      AND EXCHANGE COMMISSION


Washington,
      DC 20549








FORM
      10-KSB/A


Amendment
      No. 1








(Mark
      One)





x|
            Annual
                Report under Section 13 or 15 (d) of The Securities Exchange Act
                of
                1934


For
      the
      fiscal year ended December 31, 2007





o
            Transition
                Report under Section 14 or 15 (d) of The Securities Exchange Act
                of
                1934


For
      the
      transition period from _________ to __________.





**MILLENNIUM
      ENERGY CORP.**


(formerly
      CBp Carbon Green, Inc.


and
      formerly Shopper’s Wallet, Inc.)


(Exact
      name of registrant as specified in its charter)





Nevada
            
            333-139765
            
            98-050298(State
                or otherjurisdictionof
                Company )
            
            (Commission
                File No.)
            
            (I.R.S.
                EmployerIdentification
                No.)





**2820
      W. Charleston, Suite 22**


**Las
      Vegas, Nevada, 89102**


**(Address
      of principal executive offices, including Zip Code)**





**Registrant’s
      telephone number, including area code:** **011-30-210-895-8786**




**N/A**


**(Former
      name or former address, if changed since last report)**








Securities
      registered under Section 12 (b) of the Exchange Act: None





Securities
      registered under Section 12 (g) of the Exchange Act: Common Stock, $0.0001
      par
      value.





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the Exchange Act: o





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15 (d) of the Exchange Act during the past twelve months (or for such shorter
      period that the registrant was required to file such reports), and (2) has
      been
      subject to such filing requirements for the past 90 days:


Yes x
      No o




i


Indicate
      by check mark whether the registrant is an accelerated filer (as defined in
      Rule
      12b-2 of the Exchange Act).


Yes
o
      No x





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B is not contained in this form, and no disclosure will be
      contained, to the best of registrant’s knowledge, in definitive proxy or
      information statements incorporated by reference in Part III of the Form 10-KSB
      or any amendment to this Form 10-KSB. o





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


Yes
o
      No x





State
      issuer’s revenues for its most recent fiscal year: Nil for the year ended
      December 31, 2007.





The
      aggregate market value of the voting and non-voting shares of common equity
      held
      by non-affiliates of the Registrant as of March 31, 2008 was 34,999,995 shares
      X
      $0.00 per share = $0.00.





The
      number of outstanding shares of the registrant’s Common Stock, $0.0001 par
      value, as of March 31, 2008 was 109,999,995 shares.





Transitional
      Small Business Disclosure Format:   Yes
o
      No x








**EXPLANATORY
      NOTE**





This
      Amendment No. 1 to the Annual Report on Form 10-KSB of Millennium Energy Corp.
      (the “Company”) amends the Company’s Annual Report on Form 10-KSB for the 12
      months ended December 31, 2007, (the “Original Filing”) which was filed with the
      Securities and Exchange Commission on April 14, 2008. The Company is filing
      this
      Amendment No. 1 for the purpose of including its report on disclosure controls
      and procedures as required by Item 307 of Regulation S-B to be contained in
      Part
      II, Item 8A of the Original Filing which was inadvertently omitted and to state
      that the Company’s disclosure controls and procedures were not effective as of
      December 31, 2007. Except as described above, this Amendment No. 1 does not
      amend any other information set forth in the Original Filing and the Company
      has
      not updated disclosures included therein to reflect any events that occurred
      subsequent to April 14, 2008.







ii


**Table
      Of Contents**


**Part
                II**
            **1**Item
                8a. Controls and Procedures
            1**Part
                III**
            **2**Item
                13. Exhibits
            2**SIGNATURES**
            **3**Exhibit
                Index
            4





iii


**Part
      II**




***Item
      8a. Controls a*** **nd
      Procedures**





**(a)**
            **Evaluation
                of Disclosure Controls and
                Procedures**





Our
      management, with the participation of our principal executive officer and
      principal financial officer, 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 management has concluded that our disclosure
      controls and procedures as of the end of the period covered by this report
      were
      not effective.








**Annual
      Report of Management on Internal Control Over Financial
      Reporting**





Management
      is responsible for establishing and maintaining adequate internal control over
      financial reporting to provide reasonable assurance regarding the reliability
      of
      our financial reporting and the preparation of financial statements for external
      purposes in accordance with accounting principles generally accepted in the
      United States. Internal control over financial reporting includes those policies
      and procedures that (i) pertain to the maintenance of records that, in
      reasonable detail, accurately and fairly reflect the transactions and
      dispositions of the assets of Millennium Energy Corp.; (ii) provide reasonable
      assurance that transactions are recorded as necessary to permit preparation
      of
      financial statements in accordance with accounting principles generally accepted
      in the United States, and that receipts and expenditures of Millennium Energy
      Corp. are being made only in accordance with authorizations of management and
      directors of Millennium Energy Corp., as appropriate; and (iii) provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of the assets of Millennium Energy Corp. that
      could have a material effect on the financial statements.





Management,
      with the participation of our principal executive officer and principal
      financial officer, assessed the effectiveness of our internal control over
      financial reporting as of December 31, 2007, the end of our fiscal year.
      Management’s assessment included evaluation of such elements as the design and
      operating effectiveness of key financial reporting controls, process
      documentation, accounting principles and our overall control environment. This
      assessment is supported by testing and monitoring performed under the direction
      of management.





Because
      of its inherent limitations, internal control over financial reporting may
      not
      prevent or detect misstatements. Also, projections of any evaluations 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. Accordingly, even an effective
      system of internal control over financial reporting will provide only reasonable
      assurance with respect to financial statement preparation.





Based
      on
      our assessment, management has concluded that our internal control over
      financial reporting was effective as of the end of December 31, 2007, to provide
      reasonable assurance regarding the reliability of financial reporting and the
      preparation of financial statements for external reporting purposes in
      accordance with accounting principles generally accepted in the United States.
      Our Board of directors, which acts as the audit committee has reviewed results
      of management’s assessment.





1


**(b)**
            **Changes
                in Internal Control Over Financial
                Reporting**





There
      have been no changes in our internal controls over financial reporting that
      occurred during our fourth fiscal quarter of the period covered by this Annual
      Report on Form 10-KSB that have materially affected, or are reasonably likely
      to
      materially affect, our internal controls over financial reporting.





**Part
      III**




***Item
      13. Exhibits***





**Exhibit
                No.**
            **Description
                of Exhibit**3.1(1)
            Certificate
                of Incorporation3.2(1)
            Bylaws3.3(2)
            Articles
                of Merger filed with the Secretary of State of Nevada on November
                19, 2007
                and which is effective November 29, 2007.3.4(2)
            Certificate
                of Change filed with the Secretary of State of Nevada on November
                19, 2007
                and which is effective November 29, 2007.3.5(3)
            Articles
                of Merger filed with the Secretary of State of Nevada on March 11,
                2008,
                and which is effective March 26, 2008.31.1
            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. Section 135032.2
            Certificate
                pursuant to 18 U.S.C. Section 1350(1)
                Previously filed on Form SB-2 with the SEC via EDGAR on January 3,
                2007
                and incorporated herein by reference.(2)
                Previously filed on Form 8-K with the SEC via EDGAR on November 29,
                2007
                and incorporated herein by reference.(3)
                Previously filed on Form 8-K with the SEC via EDGAR on March 31,
                2008 and
                incorporated herein by reference.





2


**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 5 th day of
      November, 2008.





**MILLENNIUM
                ENERGY CORP.**
              (Registrant)By:
                /s/ Jana WhitlockJana
                WhitlockPresident
                and Chief Executive 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:





**Signature**
            
            **Title**
            
            **Date**/s/
                Jana Whitlock
            
            President,
                CEO, CFO, Treasurer and Director
            
            November
                5, 2008Jana
              Whitlock





3


**Exhibit
      Index**





**Exhibit
                #**
            
            **Page#**31.1
            Certificate
                pursuant to Rule 13a-14(a).
            531.2
            Certificate
                pursuant to Rule 13a-14(a).
            732.1
            Certificate
                pursuant to 18 U.S.C. Section 1350.
            932.2
            Certificate
                pursuant to 18 U.S.C. Section 1350.
            10




4