UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the
quarterly period ended September 30,
2009.


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)




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 whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 229.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).




o Yes
                    o No





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company.  See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act.




Large
      accelerated filer     o
                        Accelerated
      filer                 
      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


APPLICABLE
ONLY TO ISSUERS 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 ISSUERS:





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


Class
                  Outstanding
      as of November 12, 2009Common
      Stock, $0.0001 par value
                  129,999,995


TABLE
OF CONTENTS





Use
      of Names
                  3Forward-Looking
      Statements
                  3Part
      I – Financial Information
                  4Item
      1. Financial Statements
                  4Item
      2. Management’s Discussion and Analysis or Plan of
    Operation
                  15Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                  19Item
      4T. Controls and Procedures
                  19Part
      II – Other Information
                  19Item
      1. Legal Proceedings
                  19Item
      1A. Risk Factors
                  20Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  20Item
      3. Defaults Upon Senior Securities
                  20Item
      4. Submission of Matters to a Vote of Security Holders
                  20Item
      5. Other Information
                  20Item
      6. Exhibits
                  20


2


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, if any.





FORWARD-LOOKING
STATEMENTS





This
quarterly report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking
statements.  Forward-looking statements give the Company’s current
expectations, plans, objectives, assumptions or forecasts of future
events.  All statements other than statements of current or historical
fact contained in this quarterly report, including statements regarding the
Company’s future financial position, business strategy, budgets, projected costs
and plans and objectives of management for future operations, are
forward-looking statements.  In some cases, you can identify
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.





3


PART I –
FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS




MILLENNIUM
ENERGY CORP.
 
 Formerly
CBp Carbon Green, Inc.
 and
 Formerly
Shopper’s Wallet, Inc.
 
 Financial
Statements
 
 September
30, 2009
  4
  MILLENNIUM
ENERGY CORP.
 (Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.)
 Condensed
Balance Sheets
 As
at September 30, 2009
 (An
Exploration Stage Company)
 (Restated)Unaudited
                    
                    
                    UnauditedSeptember
      30,
                    
                    
                    December31,2009
                    
                    
                    2008ASSETSCurrent
      AssetsCash
                    
                    $
                    13
                    
                    
                    $
                    1,855Total
      Current Assets
                    
                    
                    13
                    
                    
                    
                    1,855Resource
      Property –Note 4
                    
                    
                    40,000
                    
                    
                    
                    40,000Total
      Asset
                    
                    $
                    40,013
                    
                    
                    $
                    41,855LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
                    
                    $
                    65,407
                    
                    
                    $
                    21,150Loan
      from a former director – Note 6
                    
                    
                    9,067
                    
                    
                    
                    9,067Due
      to related parties – Note 7
                    
                    
                    166,880
                    
                    
                    
                    151,130Total
      Current Liabilities
                    
                    $
                    241,354
                    
                    
                    $
                    181,347Stockholders’
      Equity – Note 5 and 6Preferred
      StockAuthorized
      50,000,000 shares, par value $0.0001
                    
                    $
                    -
                    
                    
                    $
                    -No
      shares issued or outstandingCommon
      StockAuthorized
      1,500,000,000 shares, par value $0.0001Issued
      and outstanding is 129,999,995 on September 30, 2009and
      on December 31, 2008
                    
                    
                    13,000
                    
                    
                    
                    13,000Additional
      paid in capital
                    
                    
                    102,000
                    
                    
                    
                    102,000Deficit
      accumulated during the Exploration stage
                    
                    
                    (316,341
                    )
                    
                    
                    (254,492
                    )Total
      Stockholders’ Equity
                    
                    
                    (201,341
                    )
                    
                    
                    (139,492
                    )Total
      Liabilities and Stockholders’ Equity
                    
                    $
                    40,013
                    
                    
                    $
                    41,855
 
 Unaudited
 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.)
 Condensed
Statements of Operations
 (An
Exploration Stage Company)
 CumulativeAmounts from3 Months
                  
                  
                  3 Months
                  
                  
                  9 Months
                  
                  
                  9 Months
                  
                  
                  June 28, 2006Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  Ended
                  
                  
                  (Inception) toSept. 30,
                  
                  
                  Sept. 30,
                  
                  
                  Sept. 30,
                  
                  
                  Sept. 30,
                  
                  
                  Sept. 30,2009
                  
                  
                  2008
                  
                  
                  2009
                  
                  
                  2008
                  
                  
                  2009Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -ExpensesGeneral
      and administrative
                  
                  
                  6,065
                  
                  
                  
                  1,126
                  
                  
                  
                  8,032
                  
                  
                  
                  4,869
                  
                  
                  
                  36,487Legal
      and accounting
                  
                  
                  5,061
                  
                  
                  
                  7,000
                  
                  
                  
                  53,817
                  
                  
                  
                  83,054
                  
                  
                  
                  164,560Property
      development
                  
                  
                  -
                  
                  
                  
                  75,000
                  
                  
                  
                  -
                  
                  
                  
                  75,000
                  
                  
                  
                  75,000Product
      development
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  38,00011,126
                  
                  
                  
                  83,126
                  
                  
                  
                  61,849
                  
                  
                  
                  162,923
                  
                  
                  
                  314,047Other
      IncomeInterest
      income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  231Gain
      on discontinued operations
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,000Other
      ExpensesForeign
      exchange difference
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,525
                  )Income
      (loss) before income taxes
                  
                  
                  (11,126
                  )
                  
                  
                  (83,126
                  )
                  
                  
                  (61,849
                  )
                  
                  
                  (162,923
                  )
                  
                  
                  (316,341
                  )Provision
      income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      income (loss)
                  
                  $
                  (11,126
                  )
                  
                  $
                  (83,126
                  )
                  
                  $
                  (61,849
                  )
                  
                  $
                  (162,923
                  )
                  
                  $
                  (316,341
                  )Basic
      and diluted (loss) per common share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Weighed
      average number of common shares
                  
                  
                  129,999,995
                  
                  
                  
                  123,695,646
                  
                  
                  
                  129,999,995
                  
                  
                  
                  114,615,378
 
 Unaudited
 The
accompanying notes are an integral part of these financial
statements
  6
  MILLENNIUM
ENERGY CORP.
 (Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.)
 Condensed
Statements of Stockholder’s Equity (Restated)
 September
28, 2006 (Inception) to September 30, 2009
 (An
Exploration Stage Company)
 AccumulatedDeficitAdditional
                                  
                                  
                                  During
      thePreferred
      Stock
                                  
                                  
                                  Common
      Stock
                                  
                                  
                                  Paid
      in
                                  
                                  
                                  Exploration
                                  
                                  
                                  TotalShares
                                  
                                  
                                  Amount
                                  
                                  
                                  Shares
                                  
                                  
                                  Amount
                                  
                                  
                                  Capital
                                  
                                  
                                  Stage
                                  
                                  
                                  EquityInception,
      June 28, 2006
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  $
                                  -Initial
      capitalization, sale of common stockto
      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 propertySeptember
      22, 2008 (20,000,000 shares issued at $0.002)
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  20,000,000
                                  
                                  
                                  
                                  2,000
                                  
                                  
                                  
                                  38,000
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  40,000Net
      (loss) for the period ending December 31, 2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (170,496
                                  )
                                  
                                  
                                  (170,496
                                  )Balance,
      December 31, 2008
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  129,999,995
                                  
                                  
                                  
                                  13,000
                                  
                                  
                                  
                                  102,000
                                  
                                  
                                  
                                  (254,492
                                  )
                                  
                                  
                                  (139,492
                                  )Net
      (loss) for the period ending September 30, 2009
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (61,849
                                  )
                                  
                                  
                                  (61,849
                                  )Balance,
      September 30, 2009
                                  
                                  
                                  -
                                  
                                  
                                  $
                                  -
                                  
                                  
                                  
                                  129,999,995
                                  
                                  
                                  $
                                  13,000
                                  
                                  
                                  $
                                  102,000
                                  
                                  
                                  $
                                  (316,341
                                  )
                                  
                                  $
                                  (201,341
                                  )
 
 Unaudited
 The
accompanying notes are an integral part of these financial
statements
  7
  MILLENNIUM
ENERGY CORP.
 (Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.)
 Condensed
Statements of Cash Flows
 (An
Exploration Stage Company)
 (Restated)
                                                  
                                                  
                                                  (Restated)For the periodNine months
                                                  
                                                  
                                                  Nine months
                                                  
                                                  
                                                  June 28/2006Ended
                                                  
                                                  
                                                  Ended
                                                  
                                                  
                                                  (Inception) toSept. 30,
                                                  
                                                  
                                                  Sept. 30,
                                                  
                                                  
                                                  Sept 30,2009
                                                  
                                                  
                                                  2008
                                                  
                                                  
                                                  2009Operating
      activitiesNet
      (loss)
                                                  
                                                  $
                                                  (61,849
                                                  )
                                                  
                                                  $
                                                  (162,923
                                                  )
                                                  
                                                  $
                                                  (316,341
                                                  )Increase
      in accounts payable
                                                  
                                                  
                                                  44,257
                                                  
                                                  
                                                  
                                                  20,318
                                                  
                                                  
                                                  
                                                  74,374Net
      cash (used) by operating activities
                                                  
                                                  
                                                  (17,592
                                                  )
                                                  
                                                  
                                                  (142,605
                                                  )
                                                  
                                                  
                                                  (241,967
                                                  )Financing
      activitiesProceeds
      from sale of common stock
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  -
                                                  
                                                  
                                                  
                                                  75,000Increase
      in due to related parties
                                                  
                                                  
                                                  15,750
                                                  
                                                  
                                                  
                                                  75,000
                                                  
                                                  
                                                  
                                                  166,980Cash
      provided by financing activities
                                                  
                                                  
                                                  15,750
                                                  
                                                  
                                                  
                                                  75,000
                                                  
                                                  
                                                  
                                                  241,980Net
      increase in cash
                                                  
                                                  
                                                  (1,842
                                                  )
                                                  
                                                  
                                                  (67,605
                                                  )
                                                  
                                                  
                                                  13Cash,
      beginning of period
                                                  
                                                  
                                                  1,855
                                                  
                                                  
                                                  
                                                  82,605
                                                  
                                                  
                                                  
                                                  -Cash,
      end of period
                                                  
                                                  $
                                                  13
                                                  
                                                  
                                                  $
                                                  15,000
                                                  
                                                  
                                                  $
                                                  13Supplemental
      Disclosure of Cash Flow Information:Cash
      paid for:Interest
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Income
      taxes
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  -Non-cash
      activities:
                                                  
                                                  $
                                                  -
                                                  
                                                  
                                                  $
                                                  40,000
                                                  
                                                  
                                                  $
                                                  40,000Acquisition
      of resource property
 
 Unaudited
 The
accompanying notes are an integral part of these financial
statements
  8
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.
 (An
Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended September 30, 2009
 
 1.
              GENERAL
      ORGANIZATION AND BUSINESS
 
 Basis of Presentation
 
 In the
opinion of management, the accompanying balance sheets and related interim
statements of income, cash flows and stockholder’s equity include all
adjustments, consisting only of normal recurring items, necessary for their
presentation in conformity with accounting principles generally accepted in the
United States of America (“U.S. GAAP”).  Preparing financial
statements requires management to make estimates and assumptions that affect the
reported amounts of assets, liabilities and outcomes may differ from
management’s estimates and assumptions.  Interim results are not
necessarily indicative of results for a full year.  The information
included in this Form 10-Q should be read in conjunction with information
included in the Form 10-K.
 
 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.
 
 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
raising cash from debt and equity transactions, there can be no assurance that
the Company will be able to generate the resources required under its business
plan, or be successful in its capital formation activities to allow the Company
to commence and sustain its operations, and achieve profitability.  As
of September 30, 2009, Millennium Energy Corp. had accumulated losses since
inception of $316,341. 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.
 
 Unaudited
  9
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.
 (An
Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended September 30, 2009 – Page 2
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING PRACTICES
(CONTINUED)
 
 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.
 
 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 Accounting Standards Codification Topic
740 (ASC 740).  ASC 740 requires the use of an asset and liability
approach in accounting for income taxes.  See Footnote 3.
  USE
OF ESTIMATES
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those
estimates.
 
 Unaudited
  10
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.
 (An
Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended September 30, 2009 – Page 3
 
 2.
              SUMMARY
      OF SIGNIFICANT ACCOUNTING PRACTICES
(CONTINUED)
 
 NET
INCOME PER COMMON SHARE
 
 Net
income (loss) per common share is computed based on the weighted average number
of common shares outstanding and common stock equivalents, if not
anti-dilutive.  The Company has not issued any potentially dilutive
common shares.
 
 REVENUE
AND COST RECOGNITION
 
 The
Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.
 
 3.
              INCOME
      TAXES
 
 As noted
above, income taxes are provided in accordance with ASC 740.  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.
 
 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.
  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.
 
 The
resource property was valued at $40,000 based on the last security traded
price.
 
 Unaudited
  11
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.
 (An
Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended September 30, 2009 – Page 4
 
 5.
              STOCKHOLDERS’
      EQUITY
 
 AUTHORIZED
 
 The
Company was initially authorized to issue 50,000,000 shares of preferred stock
at $0.0001 par value per share and 1,500,000,000 shares of $0.0001 par value
common stock.
  ISSUED
AND OUTSTANDING
 
 On June
28, 2006 (inception), the Company issued 75,000,000 shares of its common stock
to its Directors for cash of $5,000.  See Note 6.
 
 On June
18, 2007, the Company closed a private placement for 34,999,995 common shares at
a price of $0.002 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.
 
 The
Company issued 20,000,000 common shares on September 22, 2008 to acquire
resource property valued at $40,000.
 
 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 75,000,000 shares 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 September 30, 2009.  See Footnote 11.
 
 Unaudited
  12
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.
 (An
Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended September 30, 2009 – Page 5
 
 7.
              DUE
      TO RELATED PARTIES
 
 Total of
$166,880 bears no interest and has no fixed term of repayment.  The
loans are comprised of $69,655 from an individual who is a shareholder of the
Company as well as $97,225 from companies that are controlled by the same
shareholders.
 
 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 September 30, 2009 of $316,341.  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.  Financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 9.
              NET
      OPERATING LOSSES
 
 As of
September 30, 2009, the Company has a net operating loss carry forward of
approximately $316,341 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.
              SUBSEQUENT
      EVENT
 
 The
Company has evaluated subsequent events through November 25, 2009, the date
which the financial statements were available to be issued.A former director has
signed a waiver of indebtedness to the outstanding balance owing to him as at
June 30, 2009 in the amount of $9,067, effective November 17, 2009.
 
 Unaudited
  13
  MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.
 (An
Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended September 30, 2009 – Page 6
 
 12.
              Restatement
      of Resource Property
 
 The
resource property has been restated for 2008 due to correction of an error in
the valuation of the mining claim.
 
 December
      31,Prior
      Balance Sheet
                    
                    2008Resource
      Property
                    
                    $
                    6,000,000Capital
      stock
                    
                    
                    2,000Additional
      paid in capital
                    
                    
                    5,998,000$
                    6,000,000Restated
      Balance SheetResource
      property
                    
                    $
                    40,000Capital
      stock
                    
                    
                    2,000Additional
      paid in capital
                    
                    
                    38,000$
                    40,000
 
 The restatement has no effect on the
net income or retained earnings or earnings (loss) per share.
 
 Unaudited
  14




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





You
should read the following plan of operation together with our financial
statements and related notes appearing elsewhere in this quarterly
report.  This plan of operation contains forward-looking statements
that involve risks, uncertainties, and assumptions.  The actual
results may differ materially from those anticipated in these forward-looking
statements as a result of certain factors.





Overview





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





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





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





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





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.





Business
and Plan of Operation





We are an
exploration stage corporation.  An exploration stage corporation is
one engaged in the search for mineral deposits or reserves which are not in
either the development or production stage.  We intend


15




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 required to issue a total of
20,000,000 restricted shares of Common Stock of the Company to CEM within 90
days of this Agreement, which shares were issued on September 22,
2008.  In addition, the Company must incur at least €5,000,000 (Euros)
of Expenditures, as that term is defined in the Agreement, on the Property on or
before July 5, 2013, and must ensure that all governmental and regulatory fees
associated with the Property are kept in good standing, including, but not
limited to all necessary leases or permits, taxes, and rentals, during the
term.  Millennium shall have the option to renew the rights granted
under the Agreement for an additional 25 year period after the initial term upon
the issuance of an additional 10,000,000 restricted shares of Common Stock of
the Company to CEM on or before 30 days prior to the end of the initial 25 year
term.  A copy of this Agreement is attached as Exhibit 10.1 to the
Company’s quarterly report filed on August 13, 2008, and is incorporated herein
by reference.





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





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





16




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.





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.





Liquidity
and Capital Resources





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




At
September 30, 2009, we had working capital deficiency of $241,341, whereas at
December 31, 2008, we had a working capital deficiency of
$179,492.  Cash and cash equivalents from inception to September 30,
2009, have been insufficient to provide the working capital necessary to
operate.  At September 30, 2009, our total assets consisted of cash of
$13 and resource property of $40,000 compared to assets with a value of $41,855
at December 31, 2008.




17




From
inception to September 30, 2009, we have incurred losses of
$316,341.  The principal component of our losses for the nine month
period ended September 30, 2009, was legal and accounting costs of
$53,817.
 
 As of the
date of this quarterly report we have yet to generate any revenues.
 
 As of
September 30, 2009, our total assets were $40,013 our total liabilities were
$241,354; and, we had cash resources of $13.
 
 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
 
 Three
Month Period Ended September 30, 2009
 Revenues:  We
have not generated any revenues to date from our operations.
 
 General and
administrative:  Our general and administrative expenses were
$6,065 and $1,126 for the three months ended September 30, 2009 and 2008,
respectively.
 
 Legal and
accounting:  Our legal and accounting expenses were $5,061 and
$7,000 for the three months ended September 30, 2009 and 2008,
respectively.
 
 Property
development:  Our property development expenses were $nil and
$75,000 for the three months ended September 30, 2009 and 2008, respectively as
the Company did not undertake any development during the three month period
ended September 30, 2009.
 
 Net
Loss:  Net loss was $11,126 and $83,126 for the three months
ended September 30, 2009 and 2008, respectively.  This decrease in net
loss of $72,000 resulted primarily from a decrease in property development
expenses and a decrease in legal and accounting expenses of the Company during
the three months ended September 30, 2009.
 
 Nine
Month Period Ended September 30, 2009
 
 Revenues:  We
have not generated any revenues to date from our operations.
 
 General and
administrative:  Our general and administrative expenses were
$8,032 and $4,869 for the nine months ended September 30, 2009 and 2008,
respectively.
 
 Legal and
accounting:  Our legal and accounting expenses were $53,817 and
$83,054 for the nine months ended September 30, 2009 and 2008,
respectively.
 
 Property
development:  Our property development expenses were $nil and
$75,000 for the nine months ended September 30, 2009 and 2008, respectively as
the Company did not undertake any development during the nine month period ended
September 30, 2009.
 
 Net
Loss:  Net loss was $61,849 and $162,923 for the nine months
ended September 30, 2009 and 2008, respectively.  This decrease in net
loss of $101,074 resulted primarily from a decrease in general and
administrative expenses, a decrease in legal and accounting expenses and a
decrease in property development expenses of the Company during the nine months
ended September 30, 2009.
 
 Off-Balance
Sheet Arrangements
 
 We have
no off-balance sheet arrangements.


18




ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
 As
a “smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.





ITEM
4T. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our
management is responsible for establishing and maintaining a system of
disclosure controls and procedures (as defined in Rule 13a-15(e)) under the
Exchange Act) that is designed to ensure that information required to be
disclosed by the Company in the reports that we file or submit under the
Exchange Act is recorded, processed, summarized and reported, within the time
specified in the Commission's rules and forms.  Disclosure controls
and procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by an issuer in the reports
that it files or submits under the Exchange Act is accumulated and communicated
to the issuer's management, including its principal executive officer or
officers and principal financial officer or officers, or persons performing
similar functions, as appropriate to allow timely decisions regarding required
disclosure.





As
required by Rule 13a-15 under the Securities Exchange Act of 1934, as of the end
of the period covered by this report, we have carried out an evaluation of the
effectiveness of the design and operation of our company’s disclosure controls
and procedures.  Under the direction of our Chief Executive Officer,
we evaluated our disclosure controls and procedures and internal control over
financial reporting and concluded that (i) there continue to be material
weaknesses in the Company’s internal controls over financial reporting, that the
weaknesses constitute a “deficiency” and that this deficiency could result in
misstatements of the foregoing accounts and disclosures that could result in a
material misstatement to the financial statements for the current period that
would not be detected, and (ii) accordingly, our disclosure controls and
procedures were not effective as of September 30, 2009.





Changes
in Internal Control Over Financial Reporting





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





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.





19




ITEM
1A. RISK FACTORS





As a
“smaller reporting company” (as defined by §229.10(f)(1)), we are not required
to provide the information required by this Item.





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





None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM
5. OTHER INFORMATION





None.





ITEM
6. EXHIBITS





(a)           Exhibit
List





31.1           Certificate
pursuant to Rule 13a-14(a)


31.2           Certificate
pursuant to Rule 13a-14(a)


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


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


20


SIGNATURES





Pursuant
to the requirements 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.





MILLENNIUM
      ENERGY CORP.
                        (Registrant)Date:  November
      27, 2009
                      By:
      /s/ Jana WhitlockJana
      WhitlockPresident,
      CEO, CFO, Secretary, Treasurer and Director
                        (Principal
      Executive Officer and Principal Financial
  Officer)




---