**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON, D.C.
      20549**





**FORM
      10-QSB**




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





**For
      Quarter ended June 30, 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




**Commission
      file number**  **333-139765**







**MILLENNIUM
      ENERGY CORP.**


(formerly
      CBp Carbon Green, Inc.


and
      formerly Shopper’s Wallet, Inc.)




(Exact
      Name of Registrant as Specified in its Charter)




**Nevada**
            **98-050298**(State
                or other Jurisdiction of Incorporation or
Organization)
            (IRS
                Employer
              Identification
                Number)**2820
                W. Charleston, Suite 22**
              **Las
                Vegas, Nevada**
            **89102**(Address
                of Principal Executive Offices)
            (Zip
                Code)





**011-30-210-895-8786**


(Registrant’s
      Telephone Number, Including Area Code)










Indicate
      by check mark whether the issuer (1) filed all reports required to be filed
      by
      Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or
      for such shorter period that the registrant was required to file such reports),
      and (2) has been subject to such filing requirements for the past 90
      days.





Yes x No o











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




Yes o No x





**Applicable
      only to issuers involved in bankruptcy proceedings during the preceding five
      years:**





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





Yes o No o





**Applicable
      only to corporate issuers:**





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





Class
            
            Outstanding
                as of July 31, 2008Common
                Stock, $0.0001 par value
            
            109,999,995





Traditional
      Small Business Disclosure Format (Check one):





Yes o No x




ii




**TABLE
      OF CONTENTS**




**Page**FORWARD-LOOKING
                STATEMENTS
            1USE
                OF NAMES
            1**PART
                I – FINANCIAL INFORMATION**ITEM
                1. FINANCIAL STATEMENTS
            2ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
                OPERATION
            10ITEM
                3. CONTROLS AND PROCEDURES
            14**PART
                II – OTHER INFORMATION**ITEM
                1. LEGAL PROCEEDINGS
            14ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS
            14ITEM
                3. DEFAULTS UPON SENIOR SECUTIRIES
            14ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            15ITEM
                5. OTHER INFORMATION
            15ITEM
                6. EXHIBITS
            15SIGNATURES
            16





iii





**Forward
      Looking Statements**





This
      quarterly report on Form 10-QSB 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
      periodic report may turn out to be inaccurate and as such, you should not place
      undue reliance on these forward-looking statements. The Company has based these
      forward-looking statements largely on its current expectations and projections
      about future events and financial trends that it believes may affect its
      financial condition, results of operations, business strategy and financial
      needs.




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




**Use
      of Names**




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





1




**PART
      I – FINANCIAL INFORMATION**






**Item
      1. Financial Statements**




**MILLENNIUM
      ENERGY CORP.**


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


**(A
      Development Stage Company)**




**BALANCE
      SHEETS**








(Unaudited)Jun 30
            
            December 312008
            
            2007**ASSETS**Current
                AssetsCash
            
            $
            15,399
            
            $
            82,605Total
                Assets
            
            $
            15,399
            
            $
            82,605**LIABILITIES
                AND STOCKHOLDERS' EQUITY**LiabilitiesAccounts
                payable
            
            $
            13,650
            
            $
            1,059Loan
                from a former director - Note 5
            
            
            9,067
            
            
            9,067Loan
                payable - Note 6, 10
            
            
            81,475
            
            
            81,475Total
                Liabilties
            
            $
            104,192
            
            $
            91,601Stockholders'
                Equity - Note 4, 5Preferred
                Stock:Authorized
                50,000,000 shares, par value $0.0001
            
            
            -
            
            
            -No
                shares issued or outstandingCommon
                Stock:Authorized
                1,500,000,000 shares, par value $0.0001Issued
                and outstanding:109,999,995 shares
            
            
            11,000
            
            
            11,000Additional
                Paid in Capital
            
            
            64,000
            
            
            64,000Deficit
                Accumulated During the Development Stage
            
            
            (163,793
            )
            
            (83,996
            )Total
                Stockholders' Equity
            
            
            (88,793
            )
            
            (8,996
            )Total
                Liabilities and Stockholders' Equity
            
            $
            15,399
            
            $
            82,605





The
      accompanying notes are an integral part of these financial
      statements








2








**MILLENNIUM
      ENERGY CORP.**


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


**(A
      Development Stage Company)**




**STATEMENTS
      OF OPERATIONS**





CumulativeAmounts From6 Months
            
            6 Months
            
            Jun 28, 2006Ended
            
            Ended
            
            (Inception) toJun 30
            
            Jun 30
            
            Jun 302008
            
            2007
            
            2008Revenue
            
            $
            -
            
            $
            -
            
            $
            -ExpensesGeneral
                & Administrative
            
            
            79,797
            
            
            4,767
            
            
            123,499Product
                Development
            
            
            -
            
            
            -
            
            
            38,00079,797
            
            
            4,767
            
            
            161,499Other
                Income:Interest
                Income
            
            
            -
            
            
            -
            
            
            231Gain
                on Discontinued Operations
            
            
            -
            
            
            -
            
            
            2,000Other
                Expense:Foreign
                Exchange Difference
            
            
            -
            
            
            -
            
            
            (4,525
            )Income
                (loss) before income taxes
            
            
            (79,797
            )
            
            (4,767
            )
            
            (163,793
            )Provision
                for income taxes
            
            
            -
            
            
            -
            
            
            -Net
                Income (Loss)
            
            $
            (79,797
            )
            $
            (4,767
            )
            $
            (163,793
            )Basic
                & Diluted (Loss) per Common Share
            
            
            -
            
            
            -
            
            
            -Weighted
                Average Number of Common Shares
            
            
            84,247,380
            
            
            75,000,000
            
            
            84,247,380





The
      accompanying notes are an integral part of these financial
      statements





3





**MILLENNIUM
      ENERGY CORP.**


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


**(A
      Development Stage Company)**





**STATEMENTS
      OF CASH FLOWS**





For the periodJune 28, 20066 Months Ended
            
            6 Months Ended
            
            (Inception) toJun 30,
            
            Jun 30,
            
            Jun 30,2008
            
            2007
            
            2008Operating ActivitiesNet (Loss)
            
            $
            (79,797
            )
            $
            (4,767
            )
            $
            (163,793
            )Increase
                in Accounts Payable
            
            
            12,591
            
            
            1,200
            
            
            22,617Net
                Cash (Used) by Operating Activities
            
            
            (67,206
            )
            
            (8,506
            )
            
            (141,176
            )Financing
                ActivitiesProceed
                from sale of common stock
            
            
            -
            
            
            70,000
            
            
            75,000Increase
                in Loan payable
            
            
            -
            
            
            -
            
            
            81,475Cash
                Provided by Financing Activities
            
            
            -
            
            
            70,000
            
            
            156,475Net
                Increase in Cash
            
            
            (67,206
            )
            
            61,494
            
            
            15,299Cash,
                Beginning of Period
            
            
            82,605
            
            
            6,453
            
            
            100Cash,
                End of Period
            
            $
            15,399
            
            $
            67,947
            
            $
            15,399Supplemental
                Disclosures of Cash FlowInformation:Cash
                Paid For:Interest
            
            $
            -
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -
            
            $
            -





The
      accompanying notes are an integral part of these financial
      statements





4





**MILLENNIUM
      ENERGY CORP.**


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


**(A
      Development Stage Company)**





**STATEMENT
      OF STOCKHOLDERS' EQUITY**


**JUNE
      28, 2006 (INCEPTION) TO JUNE 30, 2008**










AdditionalPreferred
                Stock
            
            Common Stock
            
            Paid in
            
            Accum
            
            TotalShares
            
            Amount
            
            Shares
            
            Amount
            
            Capital
            
            Deficit
            
            EquityINCEPTION,
                June 28, 2006
            
            
            -
            
            $
            -
            
            
            -
            
            $
            -
            
            $
            -
            
            $
            -
            
            $
            -Initial
                capitalization, sale ofcommon
                stock to Directors onJune
                28, 2006
            
            
            -
            
            
            -
            
            
            75,000,000
            
            
            7,500
            
            
            (2,500
            )
            
            
            
            
            5,000Net
                (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (13,558
            )
            
            (13,558
            )December
                31, 2006
            
            
            -
            
            
            -
            
            
            75,000,000
            
            
            7,500
            
            
            (2,500
            )
            
            (13,558
            )
            
            (8,558
            )Private
                placement closedJune
                18, 2007
            
            
            -
            
            
            -
            
            
            34,999,995
            
            
            3,500
            
            
            66,500
            
            
            -
            
            
            70,000Net
                (Loss)
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            (70,438
            )
            
            (70,438
            )December
                31, 2007
            
            
            -
            
            
            -
            
            
            109,999,995
            
            
            11,000
            
            
            64,000
            
            
            (83,996
            )
            
            (8,996
            )Net
                (Loss)
            
            
            -
            
            
            -
            
            
            
            
            
            
            
            
            
            
            
            (79,797
            )
            
            (79,797
            )June
                30, 2008
            
            
            -
            
            
            -
            
            
            109,999,995
            
            
            11,000
            
            
            64,000
            
            
            (163,793
            )
            
            (88,793
            )





The
      accompanying notes are an integral part of these financial
      statements





5




**MILLENNIUM
        ENERGY CORP.**
 **Formerly
        CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.**
 **(
        A Development Stage Company)**
 **Notes
        to Financial Statements**
 **Period
        Ended June 30, 2008**
 
 **1.**
              **GENERAL
                  ORGANIZATION AND BUSINESS**
  Effective
        November 29, 2007, Shopper’s Wallet, Inc., a development stage company,
        incorporated on June 28, 2006 under the laws of the State of Nevada, completed
        a
        merger with its wholly owned inactive subsidiary CBp Carbon Green, Inc. Under
        the terms of the merger Shopper’s Wallet, Inc. is the surviving corporation and
        is governed by the laws of the States of Nevada. Upon the effective date
        of the
        merger November 29, 2007, CBp Carbon Green, Inc. was merged up and into the
        surviving corporation which resulted in the subsidiary been effectively
        dissolved. In connection with the merger, Shopper’s Wallet, Inc. amended its
        articles to change its name to CBp Carbon Green, Inc. The
        Company also affected a forward stock split of 15 common shares for each
        1 share
        issued and outstanding. The merger and forward stock split became effective
        as
        of November 29, 2007. Upon effectiveness of the split, the authorized capital
        increased from 150,000,000 to 2,250,000,000 and the issued and outstanding
        increased from 7,333,333 to 109,999,995. The authorized capital was then
        adjusted to 1,500,000,000 shares of common stock and 50,000,000 shares of
        preferred stock.
  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.
 
 **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.
 
 **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.
  **DIVIDENDS**
 
 The
        Company has not adopted any policy regarding payment of dividends. No dividends
        have been paid during the period shown.
  6
 **MILLENNIUM
          ENERGY CORP.**
 **Formerly
          CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.**
 **(
          A Development Stage Company)**
 **Notes
          to Financial Statements**
 **Period
          Ended June 30, 2008**
  **2.**
              **SUMMARY
                  OF SIGNIFICANT ACCOUNTING PRACTICES
                  (CONTINUED)**
 
 **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.
 
 **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.
  7
 
 **MILLENNIUM
        ENERGY CORP.**
 **Formerly
        CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.**
 **(
        A Development Stage Company)**
 **Notes
        to Financial Statements**
 **Period
        Ended June 30, 2008**
 
  **4.**
              **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 adjusted to 1,500,000,000 shares of common stock and 50,000,000 shares
        of
        preferred stock.
 
 **ISSUED
        AND OUTSTANDING**
 
 On
        June
        28, 2006 (inception), the Company issued 5,000,000 shares of its common stock
        to
        its Directors for cash of $5,000. See Note 5.
 
 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.
 
 **5.**
              **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 June 30,
        2008.
 
 **6.**
              **LOAN
                  PAYABLE**
 **** .
 The
        loan
        bears no interest and has no fixed term of repayment.
  8
 **MILLENNIUM
          ENERGY CORP.**
 **Formerly
          CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.**
 **(
          A Development Stage Company)**
 **Notes
          to Financial Statements**
 **Period
          Ended June 30, 2008**
  **7.**
              **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 June 30, 2008 of $163,793. 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.
 
 **8.**
              **NET
                  OPERATING LOSSES**
 
 As
        of
        June 30, 2008, the Company has a net operating loss carry forward of
        approximately $163,793 which will expire 19 years from the date the loss
        was
        incurred.
 
 **9.**
              **OTHER
                  COMMITMENTS**
 
 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 ( subject to the NRR Royalty reserved
        to
        CEM). In order to exercise its rights the Company will be required to issue
        a
        total of 20 million restricted shares of common stock within 90 days of this
        Agreement. 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
        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.
  9





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation**




**Our
      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:





(a)  Video
      dialogues;


(b)  Audio
      scripts (for videos);


(c)  Clickable
      words and pictures;


(d)  Text
      and
      audio definitions; and


(e)  Engaging,
      interactive learning activities.





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





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





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





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. 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 this quarterly report.





10





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.




**MANAGEMENT’S
      DISCUSSION AND ANALYSIS AND PLAN OF OPERATIONS**




You
      should read the following plan of operation together with our financial
      statements and related notes appearing elsewhere in this quarterly report.
      This
      plan of operation contains forward-looking statements that involve risks,
      uncertainties, and assumptions. The actual results may differ materially from
      those anticipated in these forward-looking statements. Factors that could cause
      or contribute to such differences include, but are not limited to, those
      discussed below and elsewhere in this quarterly report.




**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.





11








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.





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





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





12





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




**Limited
      Operating History; Need for Additional Capital**





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





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





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




**Employees**





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




**Liquidity
      and Capital Resources**





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





At
      June
      30, 2008, we had working capital deficiency of $88,793, whereas at June 30,
      2007
      cash and cash equivalents from inception to June 30, 2007 had been insufficient
      to provide the working capital necessary to operate. At June 30, 2008, our
      total
      assets consisted of cash of $15,399 compared to assets with a value of $67,947
      at June 30, 2007.





From
      inception to June 30, 2008 we have incurred losses of $163,793. The principal
      components of our losses for the six months ended June 30, 2008 included general
      and administrative costs of $79,797.





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





13





As
      of
      June 30, 2008, our total assets were $15,399; our total liabilities were
      $104,192; and, we had cash resources of $15,399.





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





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.





**Net
      Loss.** The
      Company has net losses for the period from inception to June 30, 2008 of
      $163,793. 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
      June 30, 2008, the Company has a net operating loss carry forward of
      approximately $163,793 which will expire 19 years from the date the loss was
      incurred.





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




**ITEM
      3. Controls and Procedures**




**Disclosure
      Controls and Procedures.** The
      Company’s management, with the participation of the Company’s Chief Executive
      Officer and Chief Financial Officer, has evaluated the effectiveness of the
      Company’s disclosure controls and procedures as of the end of the period covered
      by this report. Based on such evaluation, the Chief Executive Officer and Chief
      Financial Officer have concluded that, as of the end of such period, the
      Company’s disclosure controls and procedures were effective.




**Internal
      Control over Financial Reporting.** There
      have been no changes in the Company’s internal controls over the financial
      reporting that occurred during the most recent fiscal quarter that have
      materially affected, or are reasonably likely to materially affect, our internal
      controls over financial reporting.





The
      Company intends to adopt a code of business conduct and ethics as an additional
      element to its financial controls and procedures in the near
      future.





**PART
      II – OTHER INFORMATION**




**Item
      1. Legal Proceedings**




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





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds**





N/A





**Item
      3. Defaults Upon Senior Securities**





N/A





14








**Item
      4. Submission of Matters to a Vote of Security Holders**





N/A





**Item
      5. Other Information**





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., a
      company duly incorporated under the laws of Slovakia (“CEM”). Pursuant to the
      terms of the Agreement the Company acquired a 100% undivided interest (subject
      to a 1% net refining return royalty) in a certain uranium mineral property
      named
      Spišské Vlachy – U, Mo, Cu ores located in the North Gemeric Permian Belt in
      Eastern Slovakia and encompassing an area of 41.4 square kilometers (the
“Property”). The exclusive right acquired by the Company is for a duration of 25
      years commencing June 30, 2008.





As
      consideration for its 100% undivided interest granted under the Agreement,
      the
      Company is required to issue a total of 20,000,000 restricted shares of common
      stock of the Company to CEM within 90 days of this Agreement. The Company
      believes that the issuance will be exempt from registration under Regulation
      S
      promulgated under the Act as the securities will be issued to CEM through an
      offshore transaction which was negotiated and consummated outside of the United
      States.





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.





The
      Company 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.





In
      addition, on August 7, 2008, we filed a Certificate of Correction with the
      Nevada Secretary of State’s office to correct the error on the Certificate of
      Change that was filed on November 19, 2007 and having an effective date of
      November 29, 2007. The error was in item 3 and 4 of the Certificate of Change,
      which stated the current number of authorized shares before the change as
      150,000,000 shares of common stock with a par value of $0.0001 per share when
      it
      should have stated 100,000,000 shares of common stock with a par value of
      $0.0001 per share and 50,000,000 shares of preferred stock with a par value
      of
      $0.0001 per share. The error in item 4 stated the number of authorized shares
      after the change as 2,250,000,000 shares of common stock with a par value of
      $0.0001 per share, when it should have stated 1,500,000,000 shares of common
      stock with a par value of $0.0001 per share and 50,000,000 shares of preferred
      stock with a par value of $0.0001 per share. A copy of the file stamped
      Certificate of Correction is attached to this quarterly report as Exhibit
      99.1.





**Item
      6. Exhibits**





(a)
            Exhibit
                List10.1
            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. §135032.2
            Certificate
                pursuant to 18 U.S.C. §135099.1
            Certificate
                of Correction filed with the Secretary of State of Nevada on August
                7,
                2008





15




**SIGNATURES**




Pursuant
      to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
      1934, the Registrant has duly caused this report to be signed on its behalf
      by
      the undersigned, thereunto duly authorized on this 13 th day of
      August, 2008.




**MILLENNIUM
                ENERGY CORP.**
              (Registrant)By:
                /s/ Jana WhitlockJana
                WhitlockPresident,
                CEO 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 registrant and in the
      capacities and on the dates indicated:




**Signature**
            
            **Title**
            
            **Date**/s/
                Jana Whitlock
            
            President,
                CEO, CFO, Treasurer and Director
            
            August
                13, 2008Jana
                Whitlock





16