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 March 31,
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 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 x








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 o






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 April 30, 2009Common
      Stock, $0.0001 par value
            129,999,995





ii





TABLE
OF CONTENTS





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





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.





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


MILLENNIUM
ENERGY CORP.
 
 FORMERLY
CBp CARBON GREEN, INC. AND
 
 FORMERLY
SHOPPER’S WALLET, INC.
 
 Unaudited
Financial Statements
 
 March
31, 2009








2




PART I – FINANCIAL INFORMATION





ITEM
1. FINANCIAL STATEMENTS




MILLENNIUM
      ENERGY CORP.(Formerly
      CBp Carbon Green, Inc. and formerly Shopper's Wallet,
  Inc.)(An
      Exploration Stage Company)CONDENSED
      BALANCE SHEETS


(Unaudited)March
      31
                      
                      
                      December
      312009
                      
                      
                      2008ASSETSCurrent
      AssetsCash
                      
                      $
                      1,555
                      
                      
                      $
                      1,855Total
      current assets
                      
                      
                      1,555
                      
                      
                      
                      1,855Resource
      Property - Note 4
                      
                      
                      6,000,000
                      
                      
                      
                      6,000,000Total
      Assets
                      
                      $
                      6,001,555
                      
                      
                      $
                      6,001,855LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      LiabilitiesAccounts
      payable
                      
                      $
                      64,741
                      
                      
                      $
                      21,150Loan
      from a former director - Note 6
                      
                      
                      9,067
                      
                      
                      
                      9,067Loan
      payable - Note 7
                      
                      
                      151,130
                      
                      
                      
                      151,130Total
      current liabilties
                      
                      $
                      224,938
                      
                      
                      $
                      181,347Stockholders'
      Equity - Note 5, 6Preferred
      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 is 129,999,995 on March 31, 2009and
      on December 31, 2008
                      
                      
                      13,000
                      
                      
                      
                      13,000Additional
      Paid in Capital
                      
                      
                      6,062,000
                      
                      
                      
                      6,062,000Deficit
      Accumulated During the Exploration Stage
                      
                      
                      (298,383
                      )
                      
                      
                      (254,492
                      )Total
      Stockholders' Equity
                      
                      
                      5,776,617
                      
                      
                      
                      5,820,508Total
      Liabilities and Stockholders' Equity
                      
                      $
                      6,001,555
                      
                      
                      $
                      6,001,855




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.)(An
      Exploration Stage Company)CONDENSED
      STATEMENTS OF OPERATIONS




CumulativeAmounts
      From3
      Months
                  
                  
                  3
      Months
                  
                  
                  Jun
      28, 2006Ended
                  
                  
                  Ended
                  
                  
                  (Inception)
      toMarch
      31
                  
                  
                  March
      31
                  
                  
                  March
      312009
                  
                  
                  2008
                  
                  
                  2009Revenue
                  
                  $
                  -
                  
                  
                  $
                  -
                  
                  
                  $
                  -ExpensesGeneral
      & Administrative
                  
                  
                  43,891
                  
                  
                  
                  46,905
                  
                  
                  
                  183,089Property
      Development
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  75,000Product
      Development
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  38,00043,891
                  
                  
                  
                  46,905
                  
                  
                  
                  296,089Other
      Income:Interest
      Income
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  231Gain
      on Discontinued Operations
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  2,000Other
      Expense:Foreign
      Exchange Difference
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (4,525
                  )Income
      (loss) before income taxes
                  
                  
                  (43,891
                  )
                  
                  
                  (46,905
                  )
                  
                  
                  (298,383
                  )Provision
      for income taxes
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Net
      Income (Loss)
                  
                  $
                  (43,891
                  )
                  
                  $
                  (46,905
                  )
                  
                  $
                  (298,383
                  )Basic
      & Diluted (Loss) per Common Share
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  -Weighted
      Average Number of Common Shares
                  
                  
                  129,999,995
                  
                  
                  
                  109,999,995
                  
                  
                  
                  102,499,997




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.)(An
      Exploration Stage Company)CONDENSED
      STATEMENTS OF STOCKHOLDERS' EQUITYJUNE
      28, 2006 (INCEPTION) TO MARCH 31,
2009







AccumDeficitAdditional
                                            
                                            
                                            during
      thePreferred
      Stock
                                            
                                            
                                            Common
      Stock
                                            
                                            
                                            Paid
      in
                                            
                                            
                                            exploration
                                            
                                            
                                            TotalShares
                                            
                                            
                                            Amount
                                            
                                            
                                            Shares
                                            
                                            
                                            Amount
                                            
                                            
                                            Capital
                                            
                                            
                                            stage
                                            
                                            
                                            EquityINCEPTION,
      June 28, 2006
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            -Initial
      capitalization, sale ofcommon
      stock to Directors onJune
      28, 2006 at $0.000067/share
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            75,000,000
                                            
                                            
                                            
                                            7,500
                                            
                                            
                                            
                                            (2,500
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            5,000Net  (Loss)
      for the periodending
      December 31, 2006
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (13,558
                                            )
                                            
                                            
                                            (13,558
                                            )Balance,
      'December 31, 2006
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            75,000,000
                                            
                                            
                                            
                                            7,500
                                            
                                            
                                            
                                            (2,500
                                            )
                                            
                                            
                                            (13,558
                                            )
                                            
                                            
                                            (8,558
                                            )Private
      placement closedJune
      18, 2007 at $0.002/share
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            34,999,995
                                            
                                            
                                            
                                            3,500
                                            
                                            
                                            
                                            66,500
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            70,000Net
      (Loss) for the periodending
      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 acquireresource
      property Sep 22, 2008(
      20,000,000 shares issued at $0.30)
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            20,000,000
                                            
                                            
                                            
                                            2,000
                                            
                                            
                                            
                                            5,998,000
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            6,000,000Net
      (Loss) for the periodending
      December 31, 2008
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (170,496
                                            )
                                            
                                            
                                            (170,496
                                            )Balance,
      December 31, 2008
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            129,999,995
                                            
                                            
                                            
                                            13,000
                                            
                                            
                                            
                                            6,062,000
                                            
                                            
                                            
                                            (254,492
                                            )
                                            
                                            
                                            5,820,508Net
      (Loss) for the periodending
      March 31, 2009
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (43,891
                                            )
                                            
                                            
                                            (43,891
                                            )Balance,
      March 31, 2009
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            129,999,995
                                            
                                            
                                            
                                            13,000
                                            
                                            
                                            
                                            6,062,000
                                            
                                            
                                            
                                            (298,383
                                            )
                                            
                                            
                                            5,776,617




The
accompanying notes are an integral part of these financial
statements
 5




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







For
      the periodJune
      28, 20063
      Months Ended
                            
                            
                            3
      Months Ended
                            
                            
                            (Inception)
      toMarch
      31,
                            
                            
                            March
      31,
                            
                            
                            March 31,2009
                            
                            
                            2008
                            
                            
                            2009Operating
      ActivitiesNet
      (Loss)
                            
                            $
                            (43,891
                            )
                            
                            $
                            (46,905
                            )
                            
                            $
                            (298,383
                            )Increase
      in Accounts Payable
                            
                            
                            43,591
                            
                            
                            
                            9,591
                            
                            
                            
                            73,708Net
      Cash (Used) by Operating Activities
                            
                            
                            (300
                            )
                            
                            
                            (37,314
                            )
                            
                            
                            (224,675
                            )Financing
      ActivitiesProceed
      from sale of common stock
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,075,000Increase
      in Loan payable
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            151,130Cash
      Provided by Financing Activities
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            6,226,130Investing
      AcitivitiesAcquisition
      of resource property
                            
                            
                            -
                            
                            
                            
                            -
                            
                            
                            
                            (6,000,000
                            )Net
      Increase in Cash
                            
                            
                            (300
                            )
                            
                            
                            (37,314
                            )
                            
                            
                            1,455Cash,
      Beginning of Period
                            
                            
                            1,855
                            
                            
                            
                            82,605
                            
                            
                            
                            100Cash,
      End of Period
                            
                            $
                            1,555
                            
                            
                            $
                            45,291
                            
                            
                            $
                            1,555Supplemental
      Disclosures of Cash FlowInformation:Cash
      Paid For:Interest
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -Income
      taxes
                            
                            $
                            -
                            
                            
                            $
                            -
                            
                            
                            $
                            -




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.
 (
An Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended March 31, 2009
 1.           GENERAL
ORGANIZATION AND BUSINESS
 
 Effective
      November 29, 2007, Shopper’s Wallet, Inc., a development stage company,
      incorporated on June 28, 2006 under the laws of the State of Nevada,
      completed a merger with its wholly owned inactive subsidiary CBp Carbon
      Green, Inc.  Under the terms of the merger Shopper’s Wallet,
      Inc. is the surviving corporation and is governed by the laws of the
      States of Nevada.  Upon the effective date of the merger
      November 29, 2007, CBp Carbon Green, Inc. was merged up and into the
      surviving corporation which resulted in the subsidiary been effectively
      dissolved.  In connection with the merger, Shopper’s Wallet,
      Inc. amended its articles to change its name to CBp Carbon Green,
      Inc.
 The
      Company also affected a forward stock split of 15 common shares for each 1
      share issued and outstanding.  The merger and forward stock
      split became effective as of November 29, 2007.  Upon
      effectiveness of the split, the authorized capital increased from
      150,000,000 to 2,250,000,000 and the issued and outstanding increased from
      7,333,333 to 109,999,995.  The authorized capital was then
      corrected to 1,500,000,000 shares of common stock and 50,000,000 shares of
      preferred stock.
 
 On March
11, 2008, the Company entered into an Agreement and Plan of Merger with its
wholly-owned inactive subsidy Millennium Energy Corp.  Under the terms
of the merger, the Company is the surviving corporation with the articles of
incorporation being amended to change the Company’s name to Millennium Energy
Corp.  The merger became effective as of March 26, 2008.
 
 While
      management of the Company believes that the Company will be successful in
      providing cash resources from debt and equity transactions, there can be
      no assurance that the Company will be able to generate the resources
      required under its business plan, or be successful in its capital
      formation activities to allow the Company to commence and sustain its
      operations, and achieve profitability.  As of March 31, 2009,
      Millennium Energy Corp. had accumulated losses since inception of
      $298,383.  These factors raise substantial doubt regarding
      Millennium Energy Corp.’s ability to continue as a going
      concern.  The accompanying financial statements do not include
      any adjustments to the recoverability and classification of recorded asset
      amounts and classification of liabilities that might be necessary should
      Millennium Energy Corp. be unable to continue as a going
      concern.
 
 2.           SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES
 
 These
      financial statements are prepared on the accrual basis of accounting in
      conformity with accounting principles generally accepted in the United
      States of America.
 
 CASH AND CASH EQUIVALENTS
 
 For
      the purpose of the statement of cash flows, cash equivalents include all
      highly liquid investments with maturity of three months or
      less.
 
 7
 
 MILLENNIUM
ENERGY CORP.
 Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.
 (
An Exploration Stage Company)
 Condensed
Notes to Financial Statements
 Period
Ended March 31, 2009
 
 2.           SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)
 
 EARNINGS
(LOSS) PER SHARE
 
 The
      basic earnings (loss) per share are calculated by dividing the Company’s
      net income available to common shareholders by the weighted average number
      of common shares outstanding during the year.  The diluted
      earnings (loss) per share are calculated by dividing the Company’s net
      income (loss) available to common shareholders by the diluted weighted
      average number of shares outstanding during the year.  The
      diluted weighted average number of shares outstanding is the basic
      weighted number of shares adjusted as of the first of the year for any
      potentially dilutive debt or equity.  There are no diluted
      shares outstanding.
 
 PROPERTY DEVELOPMENT
 
 Property development costs are written
off as expenses when incurred.
 
 DIVIDENDS
 
 The
Company has not adopted any policy regarding payment of dividends.  No
dividends have been paid during the period shown.
 
 INCOME
TAXES
 
 The
      Company provides for income taxes under Statement of Financial Accounting
      Standards No. 109 (SFAS 109).  SFAS 109 requires the use of an
      asset and liability approach in accounting for income
    taxes.
 
 SFAS 109
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.  No provision for
income taxes is included in the statement due to its immaterial amount, net of
the allowance account, based on the likelihood of the Company to utilize the
loss carry-forward.
 
 USE OF ESTIMATES
 
 The
      preparation of financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported
      amounts of assets and liabilities and disclosure of contingent assets and
      liabilities at the date of the financial statements and the reported
      amounts of revenue and expenses during the reporting
      period.  Actual results could differ from those
      estimates.
 
 NET
INCOME PER COMMON SHARE
 
 Net
      income (loss) per common share is computed based on the weighted average
      number of common shares outstanding and common stock equivalents, if not
      anti-dilutive.  The Company has not issued any potentially
      dilutive common shares.
 
 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 March 31, 2009
 
 2.           SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)
 
 REVENUE AND COST
RECOGNITION
 
 The
      Company has no current source of revenue; therefore the Company has not
      yet adopted any policy regarding the recognition of revenue or
      cost.
 
 3.           INCOME
TAXES
 
 As
      noted above, income taxes are provided in accordance with SFAS
      109.  A deferred tax asset or liability is recorded for all
      temporary differences between financial and tax reporting and net
      operating loss carry forwards.  Deferred tax expense (benefit)
      results from the net change during the year of deferred tax assets and
      liabilities.
 
 Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.
 
 4.           RESOURCE
PROPERTY
 
 The
Company entered into a Mineral Property Use and Exploitation Rights Agreement
with a Slovakian company named “CEM” on June 26, 2008.  CEM owns
certain uranium mineral property interests in Eastern Slovakia.  CEM
grants to Millennium 100% undivided interest in the rights to the use and
exploitation of the property for 25 years commencing on June 30, 2008 (the
“Term”) ( subject to  the NRR Royalty reserved to CEM).  In
order to exercise its rights the Company issued a total of 20 million restricted
shares of common stock on September 22, 2008.  Millennium will also be
required to incur at least 5,000,000 Euros of expenditures on the property on or
before July 5, 2013.  Millennium shall ensure that all governmental
and regulatory fees associated with the Property are kept in good standing,
including all necessary leases or permits, taxes and rentals, during the
Term.  Millennium shall have the option to renew the Rights for an
additional 25 year period after the initial Term upon the issuance of an
additional 10,000,000 restricted shares of common stock to CEM before 30 days
prior to the end of the Term.
 
 5.           STOCKHOLDERS’
EQUITY
 
 AUTHORIZED
 
 The
      Company was initially authorized to issue 100,000,000 shares of $0.0001
      par value common stock and 50,000,000 shares of preferred stock, par value
      $0.0001 per share.
 
 On
November 29, 2007, the Company had a fifteen (15) for one (1) forward stock
split of its authorized and issued and outstanding common stock.  As a
result of the split, the Company’s
 
 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 March 31, 2009
 
 5.           STOCKHOLDERS’
EQUITY (CONTINUED)
 
 authorized
capital increased from 150,000,000 to 2,250,000,000 shares with a par value of
$0.0001. The authorized capital was then adjusted to 1,500,000,000 shares of
common stock and 50,000,000 shares of preferred stock.
 
 ISSUED
AND OUTSTANDING
 
 On June
28, 2006 (inception), the Company issued 5,000,000 shares of its common stock to
its Directors for cash of $5,000.  See Note 6.
 
 On June
18, 2007, the Company closed a private placement for 2,333,333 common shares at
a price of $0.03 per share, for aggregate proceeds of $70,000.  The
shares of common stock sold to the investors were previously registered pursuant
to a registration statement on Form SB-2, which was declared effective by the
Securities and Exchange Commission on January 19, 2007.  The Company
accepted subscriptions from 36 offshore non-affiliated investors.
 
 Due to
the 15 to 1 forward stock split effective November 29, 2007, the Company’s
issued and outstanding share capital has increased from 7,333,333 share of
common stock to 109,999,995 shares of common stock.
 
 The
Company issued 20,000,000 common shares on September 22, 2008 to acquire
resource property.
 
 6.           RELATED
PARTY TRANSACTIONS
 
 The
      Company neither owns nor leases any real or personal
      property.  The Company’s Directors provide office space free of
      charge.
 
 On June
28, 2006 (inception), the Company issued 5,000,000 share of its common stock to
its Directors for cash of $5,000.
 
 A former
Director, loaned the company $16,200 during 2007.  The loan bears no
interest and is payable on demand on or after December 1, 2007 pursuant to the
terms of a promissory note dated December 1, 2006.  Partial repayment
of $7,133 was made in October, 2007.  The outstanding balance of the
loan is $9,067 at March 31, 2009.
 
 7.           LOAN
PAYABLE
 
 The loan
bears no interest and has no fixed term of repayment.
 
 8.           GOING CONCERN
 
 The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has net losses for the
period from inception to March 31, 2009 of $298,383.  This condition
raises substantial doubt about the Company’s ability to continue as a going
concern.  The Company’s continuation as a going concern is dependent
on its ability to meet its obligations, to obtain additional financing as may be
required and ultimately to attain profitability.  The
 
 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 March 31, 2009
 8.           GOING CONCERN
(CONTINUED)
 
 financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.
 
 9.           NET
OPERATING LOSSES
 
 As of
March 31, 2009, the Company has a net operating loss carry forward of
approximately $298,383 which will expire 19 years from the date the loss was
incurred.
 
 10.           OTHER
COMMITMENTS
 
 The
Company entered into a Mineral Property Use and Exploitation Rights Agreement
with a Slovakian company named “CEM” on June 26, 2008.  Millennium
will be required to incur at least 5,000.000 Euros of expenditures on the
property on or before July 5, 2013.
 
 
 11.           RECENT
ACCOUNTING PRONOUNCEMENTS
 
 In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.
 
 In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there
 
 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 March 31, 2009
 
 11.           RECENT
ACCOUNTING PRONOUNCEMENTS ( CONTINUED)
 
 might be
conflicting guidance between two categories, the more authoritative category
will    prevail. SFAS No. 162 will become effective 60 days
after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA
Professional Standards. SFAS No. 162 has no effect on the Company’s financial
position, statements of operations, or cash flows at this time.
 
 In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.
 
 In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.
 
 In
December 2007, the FASB issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
noncontrolling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an
ownership interest in the consolidated entity that should be
 
 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 March 31, 2009
 11.           RECENT
ACCOUNTING PRONOUNCEMENTS ( CONTINUED)
 
 reported
as equity in the consolidated financial statements. Before this statement was
issued, limited guidance existed for reporting noncontrolling interests. As a
result, considerable diversity in practice existed. So-called minority interests
were reported in the consolidated statement of financial position as liabilities
or in the mezzanine section between liabilities and equity. This statement
improves comparability by eliminating that diversity. This statement is
effective for fiscal years, and interim periods within those fiscal years,
beginning on or after December 15, 2008 (that is, January 1, 2009, for entities
with calendar year-ends). Earlier adoption is prohibited. The effective date of
this statement is the same as that of the related Statement 141 (revised 2007).
The Company will adopt this Statement beginning March 1, 2009. It is not
believed that this will have an impact on the Company’s consolidated financial
position, results of operations or cash flows.
 
 In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
noncontrolling interest in the acquiree; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Noncontrolling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.
 
 In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS
  
 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 March 31, 2009
 
 11.           RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)
 
 No. 159
beginning March 1, 2008 and is currently evaluating the potential impact the
adoption of this pronouncement will have on its consolidated financial
statements.
 
 In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. 
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this statement does
not require any new fair value measurements. However, for some entities, the
application of this statement will change current practice. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The Company will adopt this statement
March 1, 2008, and it is not believed that this will have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.
   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, including, but not limited to, those
presented under “Item 1A. Risk
Factors”in
Part II of this quarterly report on Form 10-Q.





Overview





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





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





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





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





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




15




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 to focus our
exploration activities on uranium mineral properties in various regions around
the globe and this may result in the acquisition of other entities that own
certain mineral rights or licenses.  We have no plans to change our
business activities from mineral exploration.





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.





16


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 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.





17


At March
31, 2009, we had working capital deficiency of $223,383, whereas at March 31,
2008, we had a working capital deficiency of $55,901.  Cash and cash
equivalents from inception to March 31, 2009, have been insufficient to provide
the working capital necessary to operate.  At March 31, 2009, our
total assets consisted of cash of $1,555 and resource property of $6,000,000
compared to assets with a value of $45,291 at March 31, 2008.





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





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





As of
March 31, 2009, our total assets were $6,001,555 our total liabilities were
$224,938; and, we had cash resources of $1,555.





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





Results
of Operation





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





Net Operating
Losses.  As of March 31, 2009, the Company has a net operating
loss carry forward of approximately $298,383 which will expire 19 years from the
date the loss was incurred.





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





Off-Balance
Sheet Arrangements





The
Company has no off-balance sheet arrangements.





ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES
ABOUT MARKET RISK





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





18


ITEM
4. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





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





Internal
Control Over Financial Reporting





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





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





(2)
            Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with accounting
      principles generally accepted in the United States of America and that
      receipts and expenditures of the company are being made only in accordance
      with authorizations of management and directors of the company;
      and





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





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





As of
March 31, 2009 management assessed the effectiveness of our internal control
over financial reporting based on the criteria for effective internal control
over financial reporting established in Internal Control--Integrated Framework
issued by the Committee of Sponsoring Organizations of the Treadway Commission
("COSO") and SEC guidance on conducting such assessments.  Based on
that evaluation, they concluded that, during the period covered by this report,
such internal controls and procedures were not effective to detect the
inappropriate application of US GAAP rules as more fully described
below.  This was due to deficiencies that existed in the design or
operation of our internal controls over financial reporting that adversely
affected our internal controls and that may be considered to be material
weaknesses.





19


The
matters involving internal controls and procedures that our management
considered to be material weaknesses under the standards of the Public Company
Accounting Oversight Board were: (1) lack of a functioning audit committee due
to a lack of a majority of independent members and a lack of a majority of
outside directors on our board of directors, resulting in ineffective oversight
in the establishment and monitoring of required internal controls and
procedures; (2) inadequate segregation of duties consistent with control
objectives; and (3) ineffective controls over period end financial disclosure
and reporting processes.  The aforementioned material weaknesses were
identified by our Chief Executive Officer in connection with the review of our
financial statements as of March 31, 2009.





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





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





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





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





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





We
anticipate that these initiatives will be at least partially, if not fully,
implemented by December 31, 2009.  Additionally, we plan to test our
updated controls and remediate our deficiencies by December 31,
2009.





Changes
in Internal Controls Over Financial Reporting





There
have been no changes in our internal controls 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 controls over financial reporting.





20


PART II–OTHER INFORMATION





ITEM
1. LEGAL PROCEEDINGS





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





ITEM
1A. RISK FACTORS





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





Risks
Related to our Company





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





The
Company has incurred net losses of $298,383 for the period from June 28, 2006
(inception) to March 31, 2009.  We anticipate generating losses for
the next 12 months.  Therefore, we may be unable to continue
operations in the future as a going concern.  No adjustment has been
made in the accompanying financial statements to the amounts and classification
of assets and liabilities which could result should we be unable to continue as
a going concern.  If we cannot continue as a viable entity, our
shareholders may lose some or all of their investment in the
Company.





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





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





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





Our
business plan may be unsuccessful.





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





21


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





We
incurred net losses of $298,383 for the period from June 28, 2006 (inception) to
March 31, 2009, and expect to incur more operating losses over the next 12
months and in future periods.  These losses will occur because we do
not yet have any revenues to offset the expenses associated with the development
and exploration for uranium.  We cannot guarantee that we will ever be
successful in generating revenues in the future.  We recognize that if
we are unable to generate revenues, we may not be able to earn profits or
continue operations.





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





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





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





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





Our sole
officer and director owns approximately 57.7% of the outstanding shares of our
Common Stock.  Therefore, such shareholder will be able to exercise
significant influence over all matters requiring shareholder
approval.  This influence over our affairs might be adverse to the
interest of our other stockholders.  In addition, this concentration
of ownership could delay or prevent a change in control and might have an
adverse effect on the market price of our Common Stock.





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





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





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





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





22


We
do not have experience in placing properties into production.





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





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





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





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





We are a
small company with no full-time employees as of March 31, 2009, and we depend to
a great extent on the principal member of our management.  If we lose
the services of our sole officer and director, it could significantly impede the
achievement of our objectives.  We do not currently have any key man
life insurance policies.  We have not entered into employment
agreements with our sole officer and director.  In addition,
recruiting and retaining qualified exploration personnel will be critical to our
success.  We may not be able to retain existing personnel or attract
and retain qualified staff in the future.  If we fail to hire and
retain personnel in key positions, we may be unable to achieve our exploration
objectives in a timely manner.





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





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





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





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





23


Risks
Associated with Our Common Stock





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





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





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





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





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





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





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





Risks
      Associated with Mining





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




24




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





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





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





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





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





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





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





Mineral prices are subject to
      dramatic and unpredictable
fluctuations.





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




25




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





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





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





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





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





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





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





26


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





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





ITEM
2. 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





(b)
            Exhibit
      List





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


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


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


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




27


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 11th day of
May, 2009.











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







28