UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K





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





For the
fiscal year ended December 31,
2008.


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: 333-139765





MILLENNIUM ENERGY
CORP.


(Exact
name of registrant as specified in its charter)





Nevada
            98-050298(State
      or other jurisdiction of incorporation or organization)
            (I.R.S.
      Employer Identification No.)




43 Pireos St., Ano Voula
                Athens,
      Greece
              N/A(Address
      of principal executive offices)
              (Zip
      Code)




011-30-210-895-8786


(Registrant’s
telephone number, including area code)





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 (the “Common Stock”).





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act.


o Yes x No





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act.


o Yes x No





Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. x Yes o No





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.  o




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
              oNon-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
12b-2 of the Act).o Yes x No





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter.   34,999,995 shares X $0.00 = Nil





APPLICABLE
ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





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. o Yes o No





(APPLICABLE
ONLY TO CORPORATE REGISTRANTS)





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date.  129,999,995 shares of
common stock as of March 31, 2009.







Table
of Contents





USE
      OF NAMES
            
            iiiCAUTIONARY
      STATEMENT REGARDING FORWARD-LOOKING STATEMENTS
            
            iiiPart
      I
            
            1Item
      1. Business
            
            1Item
      1A. Risk Factors
            
            4Item
      2. Properties
            
            10Item
      3. Legal Proceedings
            
            10Item
      4. Submission of Matters to a Vote of Security Holders
            
            10Part
      II
            
            10Item
      5. Market For Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
            
            10Item
      6. Selected Financial Data
            
            11Item
      7. Management’s Discussion and Analysis of Financial Condition and Results
      of Operations
            
            11Item
      8. Financial Statements and Supplementary Data
            
            15Item
      9. Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
            
            16Item
      9A. Controls and Procedures
            
            16Item
      9B. Other Information
            
            17Part
      III
            
            17Item
      10. Directors, Executive Officers, and Corporate
Governance
            
            17Item
      11. Executive Compensation
            
            19Item
      12. Security Ownership Of Certain Beneficial Owners And Management And
      Related Stockholder Matters
            
            20Item
      13. Certain Relationships And Related Transactions, and Director
      independence
            
            20Item
      14. Principal Accountant Fees And Services
            
            21Part
      IV
            
            21Item
      15. Exhibits, Financial Statements
            
            21SIGNATURES
            
            23Exhibit
      Index
            
            24




ii


USE
OF NAMES





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





CAUTIONARY
STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This
annual report on Form 10-K 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 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
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
looking statements.  Any or all of the forward-looking statements in
this annual 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.  The forward-looking statements can be affected by
inaccurate assumptions or by known or unknown risks, uncertainties and
assumptions due to a number of factors, including:





·
            risks
      and uncertainties relating to the interpretation of drill results, the
      geology, grade and continuity of mineral
  deposits;




·
            results
      of initial feasibility, pre-feasibility and feasibility studies, and the
      possibility that future exploration, development or mining results will
      not be consistent with our
expectations;




·
            mining
      and development risks, including risks related to accidents, equipment
      breakdowns, labor disputes or other unanticipated difficulties with or
      interruptions in production;




·
            the
      potential for delays in exploration or development activities or the
      completion of feasibility studies;




·
            risks
      related to the inherent uncertainty of production and cost estimates and
      the potential for unexpected costs and
expenses;




·
            risks
      related to commodity price
fluctuations;




·
            risks
      related to failure to obtain adequate financing on a timely basis and on
      acceptable terms for our planned exploration and development
      projects;




·
            risks
      related to environmental regulation and
  liability;




·
            political
      and regulatory risks associated with mining development and
      exploration;




·
            dependence
      on key personnel;




·
            competitive
      factors;




·
            general
      economic conditions in the United States, Slovakia and Europe;
      and




·
            other
      risks and uncertainties related to our prospects, properties and business
      strategy.




iii




This list
is not an exhaustive list of the factors that may affect any of our
forward-looking statements. These and other factors should be considered
carefully and readers should not place undue reliance on our forward-looking
statements.





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 annual report.




iv


PART
I





ITEM
1. BUSINESS





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:





(i)
            Video
      dialogues;




(ii)
            Audio
      scripts (for videos);




(iii)
            Clickable
      words and pictures;




(iv)
            Text
      and audio definitions; and




(v)
            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.




1





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 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.





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.





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.  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.





We have
no plans to change 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.





Principal
Products





At this
time we do not have any product for sale as we are in the beginning stages of
our exploration and development of the uranium mineral property to which we have
acquired the exclusive use and exploitation rights.





Competition




While we
compete with other exploration companies in the effort to locate and acquire
mineral resource properties, we may not be able to compete with them for the
removal or sales of mineral products from any potential mineral property or
license to which we have rights or 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.
  2




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.


Licenses





Our development
and exploration activities in Slovakia require permits from various
government authorities, and are subject to extensive federal, state and local
laws and regulations governing prospecting, development, production, exports,
taxes, labour standards, occupational health and safety, mine safety and other
matters. Such laws and regulations are subject to change, can become more
stringent and compliance can therefore become more costly.





We
believe that we hold or have the rights to all necessary licences and permits
under applicable laws and regulations and believe we are presently complying in
all material respects with the terms of such licences and permits. However, such
licences and permits are subject to change in various circumstances. There can
be no guarantee that we will be able to maintain or obtain all necessary
licences and permits that may be required to explore and develop our current
property, commence construction or continue operation of mining
facilities.





We
believe that title to our current property is in good standing, however, this
should not be construed as a guarantee of title to such property.





Environmental
Laws





Environmental
legislation will affect nearly all aspects of our operations. Compliance with
environmental legislation can require significant expenditures and failure to
comply with environmental legislation may result in the imposition of fines and
penalties, clean up costs arising out of contaminated properties, damages and
the loss of important permits.





Environmental
laws and regulations are evolving in all jurisdictions.  We are not
able to determine the specific impact that future changes in environmental laws
and regulations may have on our operations and activities, and its resulting
financial position; however, we anticipate that capital expenditures and
operating expenses may increase in the future as a result of the implementation
of new and increasingly stringent environmental regulation. Further changes in
environmental laws, new information on existing environmental conditions or
other events, including legal proceedings based upon such conditions or an
inability to obtain necessary permits, could require increased financial
reserves or compliance expenditures or otherwise have a material adverse effect
on us.





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.




3


Transfer
Agent





We have
appointed the following transfer agent for our shares of Common
Stock:  Island Capital Management, LLC, dba Island Stock Transfer,
located at 100 Second Avenue S., Suite 300N St. Petersburg,
FL  33701.  Phone: (727) 289-0010 Fax: (727)
289-0069.  The transfer agent is responsible for all record-keeping
and administrative functions in connection with our issued and outstanding
Common Stock.





Available
Information





The
Company’s filings with the Securities and Exchange Commission (“SEC”) may be
accessed at the internet address of the SEC, which is
http://www.sec.gov.  Also, the public may read and copy any materials
that the Company files with at the SEC’s Public Reference Room at 100 F Street,
N.E., Room 1580 Washington, D.C. 20549.  The public may obtain
information on the operation of the Public Reference Room by calling the SEC at
1-800-SEC-0330.





ITEM
1A. RISK FACTORS





An
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 annual 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.





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 $254,492 for the period from June 28, 2006
(inception) to December 31, 2008.  We anticipate generating losses for
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.




4


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 $254,492 for the period from June 28, 2006 (inception) to
December 31, 2008, 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 exploration for uranium.  We cannot guarantee that we will ever be
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 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 57.7% of the outstanding shares of our
Common Stock.  Therefore, such shareholder will be able to exercise
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.





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.




5





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 December 31, 2008, 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 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 of
our directors and officers are nationals and/or residents of countries other
than the United States, and all or a substantial portion of such persons' assets
are located outside the United States.  As a result, it may be
difficult for investors to effect service of process on our directors or
officers, or enforce within the United States any judgments obtained against us
or our officers or directors, including judgments predicated upon the civil
liability 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.




6


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.





RISKS
ASSOCIATED WITH OUR COMMON STOCK





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





Our
Common 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 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 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 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 non-institutional customers, broker/dealers must make reasonable efforts
to obtain information about the customer’s financial status, tax status,
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 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 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 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.




7




RISKS
ASSOCIATED 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.





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.




8





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.





The
mining industry is highly competitive and we cannot assure 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.




9





There
can be no assurance that our interest in our exploration property is free
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.





An
increase in industry demand may create a shortage of mining
equipment.





Any
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. PROPERTIES





We
currently maintain our corporate office at 43 Pireos St., Ano Voula, Athens,
Greece, in space provided to us by our President.  We do not pay any
rental fees for use of this space.  This space is sufficient until we
commence full operations.





The
Company does not have any policies regarding investments in real estate,
securities or other forms of property.





On June
26, 2008, the Company acquired a 100% undivided interest (subject to a 1% net
refining return royalty) in the Property located in the North Gemeric Permian
Belt in Eastern Slovakia.  See “Item 1 - Business” above for
further details on the Property.





ITEM
3. 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
4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS





There
were no matters submitted to a vote of security holders, through the
solicitation of proxies or otherwise, during the fourth quarter of the fiscal
year covered by this report.





PART
II





ITEM
5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF
EQUITY SECURITIES





General





We are
authorized to issue 1,500,000,000 shares of common stock, at a par value of
$0.0001 per share and 50,000,000 shares of preferred stock, at a par value of
$0.0001 per share.  As of March 31, 2009, there are 129,999,995 shares
of common stock issued and outstanding.  The number of record holders
of Common Stock as of March 31, 2009, is approximately 37.




10





Market
Information





The
Company’s Common Stock trades on NASDAQ’s Over-the-Counter Bulletin Board under
the symbol “MLME”.  It previously traded under the symbol “CBPG”
between November 29, 2007, and March 25, 2008, and “SHRW” from the date the
Company’s shares were first listed and posted for trading to November 28,
2007.





There is
currently a limited trading market for the Company’s Common Stock and no trades
have been made of our Common Stock on NASDAQ’s Over-the-Counter Bulletin Board
in the past two fiscal years.





Dividend
Policy





We have
never paid any cash dividends and have no plans to do so in the foreseeable
future.  Our future dividend policy will be determined by our Board of
Directors and will depend upon a number of factors, including our financial
condition and performance, our cash needs and expansion plans, income tax
consequences and the restrictions that applicable laws and other arrangements
they impose.





Securities
Authorized for Issuance Under Equity Compensation Plans





We do not
have any compensation plans under which equity securities are authorized for
issuance.





Recent
Sales of Unregistered Securities





Not
applicable.





Purchase
of Equity Securities by the Company and Affiliated Purchasers





During
the fiscal year ended December 31, 2008, no purchases were made by or on behalf
of the Company or any “affiliated purchaser” (as defined in §240.10b-18(a)(3) of
Regulation S-K), of shares or other units of any class of the Company’s equity
securities.





ITEM
6. SELECTED FINANCIAL DATA





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
7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS





You
should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this annual
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”elsewhere in this
annual report.





11




Overview





Millennium
Energy Corp 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.





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





We are a
start-up, exploration stage corporation and have not yet generated or realized
any revenues from our business operations.





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.




12





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 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.





13




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
December 31, 2008, we had working capital deficiency of $179,492, whereas at
December 31, 2007, cash and cash equivalents from inception to December 31,
2007, had been insufficient to provide the working capital necessary to
operate.  At December 31, 2008, our total assets consisted of cash of
$1,855 and resource property of $6,000,000 compared to assets with a value of
$82,605 at December 31, 2007.





From
inception to December 31, 2008, we have incurred losses of
$254,492.  The principal components of our losses for the fiscal year
ended December 31, 2008, included general and administrative costs of $95,496
and property development costs of $75,000.





As of the
date of this annual report we have yet to generate any revenues.





As of
December 31, 2008, our total assets were $6,001,855; our total liabilities were
$181,347; and, we had cash resources of $1,855.





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.





Results
of Operation





Net Loss.  The
Company has net losses for the period from inception to December 31, 2008, of
$254,492.  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
Losses.  As of December 31, 2008, the Company has a net
operating loss carry forward of approximately $254,492 which will expire 19
years from the date the loss was incurred.





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




14





Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.





ITEM
8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA




Index
to Financial Statements





PageReport
      of Independent Registered Public Accounting Firm
            
            F-1Balance
      Sheet as of December 31, 2008 and 2007
            
            F-2Statements
      of Operations for the Years Ended December 31, 2008, 2007 and Cumulative
      from Inception
            
            F-3Statements
      of Stockholders’ Equity for the Years Ended December 31, 2008, 2007 and
      Cumulative from Inception
            
            F-4Statements
      of Cash Flows for the Years Ended December 31, 2008, 2007 and Cumulative
      from Inception
            
            F-5Notes
      to the Financial Statements December 31, 2008
            
            F-6




15


MOORE &
      ASSOCIATES, CHARTEREDACCOUNTANTS AND ADVISORSPCAOB
      REGISTERED
 
 REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
 
 
 To
the Board of Directors
 Millennium
Energy Corporation formerly CBp Carbon Green, Inc. and formerly Shopper’s
Wallet, Inc.
 (An
Exploration Stage Company)
 
 We have
audited the accompanying balance sheets of Millennium Energy Corporation
formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc. (An
Exploration Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity (deficit) and cash flows for the
years ended December 31, 2008 and 2007 and from inception on June 28, 2006
through December 31, 2008. These financial statements are the responsibility of
the Company’s management.  Our responsibility is to express an opinion
on these financial statements based on our audits.
 
 We
conduct our audits in accordance with standards of the Public Company Accounting
Oversight Board (United States).  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements.  An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement
presentation.  We believe that our audits provide a reasonable basis
for our opinion.
 
 In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Millennium Energy Corporation
formerly CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc. (An
Exploration Stage Company) as of December 31, 2008 and 2007, and the related
statements of operations, stockholders’ equity and cash flows for the years
ended December 31, 2008 and 2007 and from inception on June 28, 2006 through
December 31, 2008, in conformity with accounting principles generally accepted
in the United States of America.
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  As discussed in Note 8 to the
financial statements, the Company has an accumulated deficit of $254,492, which
raises substantial doubt about its ability to continue as a going
concern.  Management’s plans concerning these matters are also
described in Note 8.  The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
 
 
 /s/
Moore & Associates, Chartered
 
 Moore
& Associates, Chartered
 Las
Vegas, Nevada
 April 14,
2009
 
 2675 S. Jones Blvd. Suite
109, Las Vegas, NV 89146 (702) 253-7499 Fax (702)
253-7501




F-1




MILLENNIUM
ENERGY CORP.


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


(An
Exploration Stage Company)





BALANCE
SHEETS





Years
      EndedDecember
      31
            
            
            December
      312008
            
            
            2007ASSETSCurrent
      AssetsCash
            
            $
            1,855
            
            
            $
            82,605Resource
      Property - Note 4
            
            
            6,000,000
            
            
            
            -Total
      Assets
            
            $
            6,001,855
            
            
            $
            82,605LIABILITIES
      AND STOCKHOLDERS' EQUITYLiabilitiesAccounts
      payable
            
            $
            21,150
            
            
            $
            1,059Loan
      from a former director - Note 6
            
            
            9,067
            
            
            
            9,067Loan
      payable - Note 7
            
            
            151,130
            
            
            
            81,475Total
      Liabilties
            
            $
            181,347
            
            
            $
            91,601Stockholders'
      Equity - Note 5, 6Preferred
      Stock:Authorized
      50,000,000 shares, par value $0.0001
              No
      shares issued or outstanding
            
            
            -
            
            
            
            -Common
      Stock:Authorized
      1,500,000,000 shares, par value $0.0001
              Issued
      and outstanding:129,999,995 shares
            
            
            13,000
            
            
            
            11,000Additional
      Paid in Capital
            
            
            6,062,000
            
            
            
            64,000Deficit
      Accumulated During the Exploration Stage
            
            
            (254,492
            )
            
            
            (83,996
            )Total
      Stockholders' Equity
            
            
            5,820,508
            
            
            
            (8,996
            )Total
      Liabilities and Stockholders' Equity
            
            $
            6,001,855
            
            
            $
            82,605





F-2




MILLENNIUM
ENERGY CORP.


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


(An
Exploration Stage Company)





STATEMENTS
OF OPERATIONS




12
      Months
              Ended
              Dec
      31
              2008
            
            
            12
      Months
              Ended
              Dec
      31
              2007
            
            
            Cumulative
              Amounts
      From
              Jun
      28, 2006
              (Inception)
      to
              Dec
      31
              2008Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -ExpensesGeneral
      & Administrative
            
            
            95,496
            
            
            
            30,144
            
            
            
            139,198Property
      Development
            
            
            75,000
            
            
            
            -
            
            
            
            75,000Product
      Development
            
            
            -
            
            
            
            38,000
            
            
            
            38,000170,496
            
            
            
            68,144
            
            
            
            252,198Other
      Income:Interest
      Income
            
            
            -
            
            
            
            231
            
            
            
            231Gain
      on Discontinued Operations
            
            
            -
            
            
            
            2,000
            
            
            
            2,000Other
      Expense:Foreign
      Exchange Difference
            
            
            -
            
            
            
            (4,525
            )
            
            
            (4,525
            )Income
      (loss) before income taxes
            
            
            (170,496
            )
            
            
            (70,438
            )
            
            
            (254,492
            )Provision
      for income taxes
            
            
            -
            
            
            
            -
            
            
            
            -Net
      Income (Loss)
            
            $
            (170,496
            )
            
            $
            (70,438
            )
            
            $
            (254,492
            )Basic
      & Diluted (Loss) per Common Share
            
            
            -
            
            
            
            -
            
            
            
            -Weighted
      Average Number of Common Shares
            
            
            114,615,378
            
            
            
            84,247,380
            
            
            
            96,509,088




F-3




MILLENNIUM
ENERGY CORP.


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


(An
Exploration Stage Company)





STATEMENTS
OF STOCKHOLDERS' EQUITY


JUNE
28, 2006 (INCEPTION) TO DECEMBER 31, 2008





Preferred
      Stock
            
            
            Common
      Stock
            
            
            Additional
              Paid
      in
            
            
            Accum
              Deficit
              during
      the
              exploration
            
            
            TotalShares
            
            
            Amount
            
            
            Shares
            
            
            Amount
            
            
            Capital
            
            
            stage
            
            
            EquityINCEPTION,
      June 28, 2006
            
            
            -
            
            
            $
            -
            
            
            
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Initial
      capitalization, sale of common stock to Directors on June 28, 2006 at
      $0.000067/share
            
            
            -
            
            
            
            -
            
            
            
            75,000,000
            
            
            
            7,500
            
            
            
            (2,500
            )
            
            
            
            
            
            
            5,000Net  (Loss)
      for the period ending December 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (13,558
            )
            
            
            (13,558
            )Balance,
      'December 31, 2006
            
            
            -
            
            
            
            -
            
            
            
            75,000,000
            
            
            
            7,500
            
            
            
            (2,500
            )
            
            
            (13,558
            )
            
            
            (8,558
            )Private
      placement closed June 18, 2007 at $0.002/share
            
            
            -
            
            
            
            -
            
            
            
            34,999,995
            
            
            
            3,500
            
            
            
            66,500
            
            
            
            -
            
            
            
            70,000Net
      (Loss) for the period ending December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            -
            
            
            
            (70,438
            )
            
            
            (70,438
            )Balance,
      December 31, 2007
            
            
            -
            
            
            
            -
            
            
            
            109,999,995
            
            
            
            11,000
            
            
            
            64,000
            
            
            
            (83,996
            )
            
            
            (8,996
            )Stock
      issued to acquire resource property Sep 22, 2008 ( 20,000,000 shares
      issued at $0.30)
            
            
            -
            
            
            
            -
            
            
            
            20,000,000
            
            
            
            2,000
            
            
            
            5,998,000
            
            
            
            
            
            
            
            6,000,000Net
      (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





F-4




MILLENNIUM
ENERGY CORP.


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


(An
Exploration Stage Company)





STATEMENTS
OF CASH FLOWS





12
      Months Ended
              Dec
      31,
              2008
            
            
            12
      Months Ended
              Dec
      31,
              2007
            
            
            For
      the period
              June
      28, 2006
              (Inception)
      to
              Dec
      31,
              2008Operating
      ActivitiesNet
      (Loss)
            
            $
            (170,496
            )
            
            $
            (70,438
            )
            
            $
            (254,492
            )Increase
      in Accounts Payable
            
            
            20,091
            
            
            
            (4,885
            )
            
            
            30,117Net
      Cash (Used) by Operating Activities
            
            
            (150,405
            )
            
            
            (75,323
            )
            
            
            (224,375
            )Financing
      ActivitiesProceed
      from issue of common stock
            
            
            6,000,000
            
            
            
            70,000
            
            
            
            6,075,000Increase
      in Loan payable
            
            
            69,655
            
            
            
            81,475
            
            
            
            151,130Cash
      Provided by Financing Activities
            
            
            6,069,655
            
            
            
            151,475
            
            
            
            6,226,130Investing
      ActivitiesAcquisition
      of resource property
            
            
            (6,000,000
            )
            
            
            -
            
            
            
            (6,000,000
            )Net
      Increase in Cash
            
            
            (80,750
            )
            
            
            76,152
            
            
            
            1,755Cash,
      Beginning of Period
            
            
            82,605
            
            
            
            6,453
            
            
            
            100Cash,
      End of Period
            
            $
            1,855
            
            
            $
            82,605
            
            
            $
            1,855





Supplemental
      Disclosures of Cash FlowInformation:Cash
      Paid For:Interest
            
            $
            -
            
            
            $
            -
            
            
            $
            -Income
      taxes
            
            $
            -
            
            
            $
            -
            
            
            $
            -


F-5
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 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 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 December 31, 2008,
Millennium Energy Corp. had accumulated losses since inception of
$254,492.  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.
  F-6
 MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 2008
 2.  SUMMARY
OF SIGNIFICANT ACCOUNTING 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.
 
 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.
 
 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.
  F-7
 MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 2008
  2.  SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)
  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
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 corrected to 1,500,000,000 shares of
common stock and 50,000,000 shares of preferred stock.
  F-8
 MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 2008
 5.  STOCKHOLDERS’
EQUITY (CONTINUED)
  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.
 
 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.
 
 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 the
rights to the use and exploitation of a 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 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 December 31, 2008.
  7.  LOAN
PAYABLE
 
 The loan
bears no interest and has no fixed term of repayment.
 
 8.  GOING
CONCERN
 
 The
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 December 31, 2008 of $254,492.  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.
  F-9
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 2008


9.  NET
OPERATING LOSSES
 
 As of
December 31, 2008, the Company has a net operating loss carry forward of
approximately $254,492 which will expire 19 years from the date the loss was
incurred.
 
 10.  OTHER
COMMITMENTS
 
 The
Company entered into a Mineral Property Use and Exploitation Rights Agreement
with a Slovakian company named “CEM” on June 26, 2008.  Millennium
will be required to incur at least 5,000,000 Euros of expenditures on the
property on or before July 5, 2013.
 
 11.  RECENT
ACCOUNTING 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,
(“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 positionand results of
operations if adopted.
 
 In 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.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be
conflicting guidance between two categories, the more authoritative category
will    prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on
the Company’s financial position, statements of operations, or cash flows at
this time.
  F-10
 MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 2008
 11.  RECENT
ACCOUNTING PRONOUNCEMENTS ( CONTINUED)
 
 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.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 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 SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be 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.
  F-11
 
 MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 2008
 11.  RECENT
ACCOUNTING PRONOUNCEMENTS ( CONTINUED)
 
 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 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.
  F-12
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Notes
to Financial Statements
 Year
Ended December 31, 2008
 11.  RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 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.





F-13




ITEM
9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE





Moore
& Associates, Chartered Accountants are our auditors.  During the
Company's two most recent fiscal years, there were no disagreements with our
auditors which were not resolved on any matter concerning accounting principles
or practices, financial statement disclosure, or auditing scope and procedure,
which disagreements, if not resolved to the satisfaction of our auditors would
have caused them to make reference to the subject matter of the disagreements in
connection with their reports.





ITEM
9A. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our 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 President concluded that
our disclosure controls and procedures as of the end of the period covered by
this report were effective such that the information required to be disclosed 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 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.





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, 2008, 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.




16





Based on
our assessment, management has concluded that our internal control over
financial reporting was effective as of the end of December 31, 2008, 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 audit committee has reviewed the results of management’s
assessment.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm pursuant to temporary rules of the Securities and
Exchange Commission that permit the Company to provide only management’s report
in this annual report.





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-K that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.





ITEM
9B. OTHER INFORMATION





Not
applicable.





PART
III





ITEM
10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE





Directors,
Executive Officers and Significant Employees





The
following table sets forth certain information regarding the members of our
Board of Directors, executive officers and our significant employees as of
March 31, 2009:





Name
            
            Age
            
            Positions
      and Offices HeldJana
      Whitlock(1)
            
            57
            
            President,
      Chief Executive Officer, Chief Financial Officer, Treasurer and
      director




Notes:




(1)
            Ms.
      Jana Whitlock was appointed as President, Chief Executive Officer, Chief
      Financial Officer, Treasurer and a director on November 18,
      2007.





Family
Relationships





There are
no family relationships between any of the Company’s directors or executive
officers.





Business
Experience





Jana Whitlock (age 57) has
been our President, Chief Executive Officer, Chief Financial Officer, Treasurer
and a director of the Company since November 18, 2007.  From 2007 to
date, Ms. Whitlock has been the Marketing Director of Meridian Marketing &
Research S.A., which is based in Greece and is in the business of trading fast
moving consumer goods and is the representative office for the EU on behalf of
several major independent cigarette factories.  From 2000 to 2007, Ms.
Whitlock was the Marketing Director for European Tobacco Inc., which is based in
Greece.  From 1998 to 2000, Ms. Whitlock was a Zone Manager for
BAT/Rothmans of Pall Mall International Ltd. based in the
Ukraine.  Ms. Whitlock obtained her Bachelors of Arts Degree (Honours)
from the University of London, School of Slavonic and Eastern European Studies
in 1974. In addition, Ms. Whitlock completed a Business Management Course at
Nene College, Northampton in 1978.




17





Involvement
in Certain Legal Proceedings





We are
not aware of any material legal proceedings that have occurred within the past
five years concerning any director, director nominee, or control person which
involved a criminal conviction, a pending criminal proceeding, a pending or
concluded administrative or civil proceeding limiting one’s participation in the
securities or banking industries, or a finding of securities or commodities law
violations.





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)
requires executive officers and directors and persons who own more than ten
percent of our Common Stock to file reports of ownership and changes in
ownership with the SEC.  Such executive officers, directors and
greater than ten percent stockholders are also required by SEC rules to furnish
us with copies of all Section 16(a) forms they file.  Based on
information supplied to the Company and filings made with the SEC, the Company
believes that during the fiscal year ended December 31, 2008, all Section 16(a)
filing requirements applicable to its directors, executive officers, and greater
than ten percent beneficial owners were complied with, except as
follows:





Central
European Metals S.R.O. failed to file a Form 3 within ten days of becoming a
greater than 10% beneficial owner on September 22, 2008.  Central
European Metals S.R.O. is in the process of applying for EDGAR
codes.





Code
of Ethics





At the
present time, the Company has not adopted a code of ethics.  The
Company intends to adopt a code of ethics in the near future.





Audit
Committee





At the
present time, the Company’s audit committee consists of all the members of our
Board of Directors, Ms. Jana Whitlock.  Our Board of Directors does
not currently have a member that qualifies as an “audit committee financial
expert”.  We believe that the cost related to retaining such a
financial expert at this time is prohibitive.  Further, we believe the
services of an audit committee financial expert would be overly costly and
burdensome and is not warranted in our circumstances given the early stages of
our development and the fact that we have not generated any material revenues to
date.





There has
not been any defined policy or procedure requirements for shareholders to submit
recommendations or nomination for directors.





18




ITEM
11. EXECUTIVE COMPENSATION





In this
item, “Named Executive Officer” means:





(i)
            all
      individuals serving as the Company’s principal executive officer or acting
      in a similar capacity during the last completed fiscal year (“PEO”),
      regardless of compensation level





(ii)
            the
      Company’s two most highly compensated executive officers other than the
      PEO who were serving as executive officers at the end of the last
      completed fiscal year and whose total compensation exceeds $100,000;
      and





(iii)
            up
      to two additional individuals for whom disclosure would have been provided
      pursuant to paragraph (ii) but for the fact that the individual was not
      serving as an executive officer of the Company at the end of the last
      completed fiscal year.





Summary
Compensation Table





The
following table contains disclosure of all plan and non-plan compensation
awarded to, earned by, or paid to the Company’s Named Executive Officers by any
person for all services rendered in all capacities to the Company and its
subsidiaries during the Company’s fiscal years completed December 31, 2008, and
2007:


Name
      and principal position
                
                Year
                
                Salary
                  ($)
                
                Bonus
                  ($)
                
                Stock
      awards
                  ($)
                
                Option
      awards
                  ($)
                
                Nonequity
      incentive plan
                  compensation
                  ($)
                
                Nonqualified
                  deferred
                  compensation
                  earnings
                  ($)
                
                All
      other
                  compensation
                  ($)
                
                Total
                  ($)(a)
                
                (b)
                
                (c)
                
                (d)
                
                (e)
                
                (f)
                
                (g)
                
                (h)
                
                (i)
                
                (j)Jana Whitlock(1)
                
                2008
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $NilPresident,
      CEO, CFO, Treasurer and Director
                
                2007
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil
                
                $Nil




Notes:




(1)
            Ms.
      Jana Whitlock was appointed as President, Chief Executive Officer, Chief
      Financial Officer, Treasurer and a director on November 18,
      2007.





Narrative
Disclosure to the Summary Compensation Table





We have
not paid, nor do we owe, any compensation to our executive
officer.  We have not paid any compensation to our executive officers
since inception and we do not have any employment agreements with any of our
executive officers or employees.





Outstanding
Equity Awards at Fiscal Year-End





We have
not granted any equity awards and there are no outstanding equity awards at that
the fiscal year ended December 31, 2008.





19




Director
Compensation





As at the
fiscal year ended December 31, 2008, we did not pay, nor do we owe, any
compensation to our directors.  We do not have any employment
agreements with any of our directors.





ITEM
12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
STOCKHOLDER MATTERS





The
following table sets forth information as of March 31, 2009 (the “Determination
Date”), with respect to the Company’s directors, Named Executive Officers, and
each person who is known by the Company to own beneficially, more than five
percent (5%) of the Company’s Common Stock, and with respect to shares owned
beneficially by all of the Company’s directors and executive officers as a
group.  Common Stock not outstanding but deemed beneficially owned by
virtue of the right of an individual to acquire shares within 60 days is treated
as outstanding only when determining the amount and percentage of Common Stock
owned by such individual.  Except as noted, each person or entity has
sole voting and sole investment power with respect to the shares
shown.





As of the
Determination Date, there are 129,999,995 shares of Common Stock issued and
outstanding.





Name
      and Address of Beneficial Owner
            
            Position
            
            Amount
      and Nature of Beneficial Ownership *
            
            Percent
      of
              Common
      Stock(1)Jana
      Whitlock
              43
      Pireos Str,
              Ano
      Voula, Athens
              Greece
            
            President,
      Chief Executive Officer, Chief Financial Officer, Treasurer and a
      director
            
            75,000,000
            
            57.7%Central
      European Metals S.R.O.
              Vysoka
      26, City Point 2, Poschodie, 811 06 Bratislava, Slovakia
            
            More
      than 5% shareholder
            
            20,000,000
            
            15.4%Directors
      and Officers as a group
              (1
      person)
            
            
            
            75,000,000
            
            57.7%




Notes:




(1)
            Beneficial
      ownership of Common Stock has been determined for this purpose in
      accordance with Rule 13d-3 under the Exchange Act, under which a person is
      deemed to be the beneficial owner of securities if such person has or
      shares voting power or investment power with respect to such securities,
      has the right to acquire beneficial ownership within 60 days or acquires
      such securities with the purpose or effect of changing or influencing the
      control of the Company.





Securities
Authorized for Issuance Under Equity Compensation Plans





We do not
have any compensation plans under which equity securities are authorized for
issuance.





ITEM
13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE





There are
no transactions, since the beginning of the Company’s fiscal year ended December
31, 2007, or any currently proposed transaction, in which the Company was or is
to be a participant and the amount involved exceeds $120,000 or one percent of
the average of the Company’s total assets at year end for the last two fiscal
years, and in which any related person had or will have a direct or indirect
material interest.




20





Director
Independence





As of the
date of this annual report, our common stock is traded on the OTC Bulletin
Board (the “OTCBB”).  The OTCBB does not impose on us standards
relating to director independence or the makeup of committees with independent
directors, or provide definitions of independence.  However, under the
definition of “Independent Director” as set forth in the NYSE AMEX Company Guide
Section 8.03A, we currently do not have any directors that would qualify as
independent directors under the definition in the AMEX Company
Guide.





ITEM
14. PRINCIPAL ACCOUNTANT FEES AND SERVICES





The
following table discloses the fees billed by our auditor in connection with the
audit of the Company’s annual financial statements for the years ended December
31, 2008, and 2007.





Financial
      Statements for Year Ended December 31
            
            Audit
      Fees(1)
            
            
            Audit
      Related
              Fees(2)
            
            Tax
      Fees(3)
            
            All
      Other Fees(4)2008
            
            $
            3,500
            
            
            $
            5,125
            
            $Nil
            
            $Nil2007
            
            $
            3,000
            
            
            $
            750
            
            $Nil
            
            $Nil




Notes:




(1)
            The
      aggregate fees billed for the fiscal year for professional services
      rendered by the principal accountant for the audit of the Company’s annual
      financial statements and review of financial statements included in the
      Company’s Form 10-Qs or services that are normally provided by the
      accountant in connection with statutory and regulatory engagements for
      that fiscal years.(2)
            The
      aggregate fees billed in the fiscal year for assurance and related
      services by the principal accountants that are reasonably related to the
      performance of the audit or review of the Company’s financial statements
      and are not reported in Note 1.





(3)
            The
      aggregate fees billed in the fiscal year for professional services
      rendered by the principal accountant for tax compliance, tax advice, and
      tax planning.(4)
            The
      aggregate fees billed in the fiscal year for the products and services
      provided by the principal accountant, other than the services reported in
      Notes (1), (2) and (3).





Audit
Committee’s Pre-Approval Practice





Section
10A(i) of the Securities Exchange Act of 1934, as amended, prohibits our
auditors from performing audit services for us as well as any services not
considered to be audit services unless such services are pre-approved by our
audit committee or, in cases where no such committee exists, by our board of
directors (in lieu of an audit committee) or unless the services meet certain de
minimis standards.





PART
IV





ITEM
15. EXHIBITS, FINANCIAL STATEMENTS





Exhibits





Exhibit
      No.
            
            Description
      of Exhibit3.1(1)
            
            Articles
      of Incorporation.3.2(1)
            
            Bylaws.3.3(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.




21




Exhibit
      No.
            
            Description
      of Exhibit


3.5(3)
            
            Articles
      of Merger filed with the Secretary of State of Nevada on March 11, 2008,
      and which is effective March 26, 2008.3.6(4)
            
            Certificate
      of Correction filed with the Secretary of State of Nevada on August 7,
      2008.10.1(4)
            
            Mineral
      Property Use and Exploitation Rights Agreement dated June 26, 2008 between
      Millennium Energy Corp. and Central European Metals
  S.R.O.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 1350.32.2
            
            Certificate
      pursuant to 18 U.S.C. Section 1350.




Notes:




(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.(4)
            Previously
      filed on Form 10-QSB with the SEC via EDGAR on August 13, 2008 and
      incorporated herein by reference.





22




SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized on this 15th day of
April, 2009.




MILLENNIUM
      ENERGY CORP.
                (Registrant)By:
              /s/ Jana WhitlockJana
      WhitlockPresident,
      Chief Executive Officer,
                Chief
      Financial Officer, Treasurer and Director




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 Company and in the
capacities and on the dates indicated:




Signature
              
              Title
              
              Date/s/
      Jana Whitlock
              
              President,
      Chief Executive Officer,
              
              April
      15, 2009Jana
      Whitlock
              
              Chief
      Financial Officer, Treasurer and Director




23




EXHIBIT
INDEX





Exhibit
      #
            
            
            
            Page#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 1350.32.2
            
            Certificate
      pursuant to 18 U.S.C. Section 1350.




24