**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
      Quarter ended September 30, 2008**




**OR**






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




For
      the
      transition period
      from                to




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







**MILLENNIUM
      ENERGY CORP.**


(Exact
      Name of Registrant as Specified in its Charter)




**Nevada**
            **98-050298**(State
                or other Jurisdiction of Incorporation or Organization)
            (IRS
                Employer
              Identification
                Number)**2820
                W. Charleston, Suite 22**
              **Las
                Vegas, Nevada**
            **89102**(Address
                of Principal Executive Offices)
            (Zip
                Code)**011-30-210-895-8786**
              (Registrant’s
                Telephone Number, Including Area
                Code)





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





Yes x No o








Indicate
      by check mark whether the registrant is a 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 Exchange Act).


Yes o No x





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





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





Yes o No o





**Applicable
      only to corporate issuers:**





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





Class
            Outstanding
                as of October 31, 2008Common
                Stock, $0.0001 par value
            129,999,995





Traditional
      Small Business Disclosure Format (Check one):





Yes o No x












**TABLE
      OF CONTENTS**




**Page**FORWARD-LOOKING
                STATEMENTS
            
            1USE
                OF NAMES
            
            1**PART
                I - FINANCIAL INFORMATION**
            
            2ITEM
                1. FINANCIAL STATEMENTS
            
            2ITEM
                2. MANAGEMENT’S DISCUSSION AND ANALYSIS AND RESULTS OF
                OPERATIONS
            
            11ITEM
                3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
                RISK
            
            15ITEM
                4. CONTROLS AND PROCEDURES
            
            15**PART
                II - OTHER INFORMATION**
            
            17ITEM
                1. LEGAL PROCEEDINGS
            
            17ITEM
                1A. RISK FACTORS
            
            17ITEM
                2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF
                PROCEEDS
            
            23ITEM
                3. DEFAULTS UPON SENIOR SECUTIRIES
            
            23ITEM
                4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
            
            23ITEM
                5. OTHER INFORMATION
            
            23ITEM
                6. EXHIBITS
            
            23SIGNATURES
            
            24







**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 annual report,
      including statements regarding the Company’s future financial position, business
      strategy, budgets, projected costs and plans and objectives of management for
      future operations, are forward-looking statements. In some cases, you can
      identify forward-looking statements by terminology such as “anticipate,”
“estimate,” “plans,” “potential,” “projects,” “ongoing,” “expects,” “management
      believes,” “we believe,” “we intend,” and similar expressions. These statements
      are based on the Company’s current plans and are subject to risks and
      uncertainties, and as such the Company’s actual future activities and results of
      operations may be materially different from those set forth in the forward
      looking statements. Any or all of the forward-looking statements in this
      periodic report may turn out to be inaccurate and as such, you should not place
      undue reliance on these forward-looking statements. The Company has based these
      forward-looking statements largely on its current expectations and projections
      about future events and financial trends that it believes may affect its
      financial condition, results of operations, business strategy and financial
      needs.




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




**Use
      of Names**




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






1


**PART
      I - FINANCIAL INFORMATION**






**ITEM
      1. FINANCIAL STATEMENTS**




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


(Unaudited)Sep
                  30
              
              December
                  312008
              
              2007**ASSETS**Current
                  AssetsCash
              
              $
              15,000
              
              $
              82,605Resource
                  Property - Note 4
              
              
              6,000,000
              
              
              -Total
                  Assets
              
              $
              6,015,000
              
              $
              82,605**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**LiabilitiesAccounts
                  payable
              
              $
              21,377
              
              $
              1,059Loan
                  from a former director - Note 6
              
              
              9,067
              
              
              9,067Loan
                  payable - Note 7
              
              
              156,475
              
              
              81,475Total
                  Liabilties
              
              $
              186,919
              
              $
              91,601Stockholders'
                  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:129,999,995 shares
              
              
              13,000
              
              
              11,000Additional
                  Paid in Capital
              
              
              6,062,000
              
              
              64,000Deficit
                  Accumulated During the Exploration Stage
              
              
              (246,919
              )
              
              (83,996
              )Total
                  Stockholders' Equity
              
              
              5,828,081
              
              
              (8,996
              )Total
                  Liabilities and Stockholders' Equity
              
              $
              6,015,000
              
              $
              82,605
  The
          accompanying notes are an integral part of these financial
          statements
 2
  **MILLENNIUM
                    ENERGY CORP.****(Formerly
                    CBp Carbon Green, Inc. and formerly Shopper's Wallet,
                    Inc.)****(An
                    Exploration Stage Company)****CONDENSED
                    STATEMENTS OF
                    OPERATIONS**
  Cumulative(Unaudited)
                
                (Unaudited)
                
                (Unaudited)
                
                (Unaudited)
                
                Amounts
                    From3
                    Months
                
                3
                    Months
                
                9
                    Months
                
                9
                    Months
                
                Jun
                    28, 2006Ended
                
                Ended
                
                Ended
                
                Ended
                
                (Inception)
                    toSep
                    30
                
                Sep
                    30
                
                Sep
                    30
                
                Sep
                    30
                
                Sep
                    302008
                
                2007
                
                2008
                
                2007
                
                2008Revenue
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -
                
                $
                -ExpensesGeneral
                    & Administrative
                
                
                8,126
                
                
                22,466
                
                
                87,923
                
                
                28,215
                
                
                131,625Property
                    Development
                
                
                75,000
                
                
                -
                
                
                75,000
                
                
                -
                
                
                75,000Product
                    Development
                
                
                -
                
                
                38,000
                
                
                -
                
                
                38,000
                
                
                38,00083,126
                
                
                60,466
                
                
                162,923
                
                
                66,215
                
                
                244,625Other
                    Income:Interest
                    Income
                
                
                -
                
                
                223
                
                
                -
                
                
                223
                
                
                231Gain
                    on Discontinued Operations
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                2,000Other
                    Expense:Foreign
                    Exchange Difference
                
                
                -
                
                
                (4,525
                )
                
                -
                
                
                (4,525
                )
                
                (4,525
                )Income
                    (loss) before income taxes
                
                
                (83,126
                )
                
                (64,768
                )
                
                (162,923
                )
                
                (70,517
                )
                
                (246,919
                )Provision
                    for income taxes
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Net
                    Income (Loss)
                
                $
                (83,126
                )
                $
                (64,768
                )
                $
                (162,923
                )
                $
                (70,517
                )
                $
                (246,919
                )Basic
                    & Diluted (Loss) per Common Share
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                -Weighted
                    Average Number of Common Shares
                
                
                123,695,646
                
                
                84,247,380
                
                
                114,615,378
                
                
                84,247,380
                
                
                96,509,088
  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 CASH
                    FLOWS**
 For
                    the period(Unaudited)
                
                (Unaudited)
                
                June
                    28, 20069
                    Months Ended
                
                9
                    Months Ended
                
                (Inception)
                    toSep
                    30,
                
                Sep
                    30,
                
                Sep
                    30,2008
                
                2007
                
                2008Operating
                    ActivitiesNet
                    (Loss)
                
                $
                (162,923
                )
                $
                (70,517
                )
                $
                (246,919
                )Increase
                    in Accounts Payable
                
                
                20,318
                
                
                1,200
                
                
                30,344Net
                    Cash (Used) by Operating Activities
                
                
                (142,605
                )
                
                (69,317
                )
                
                (216,575
                )Financing
                    ActivitiesProceed
                    from issue of common stock
                
                
                6,000,000
                
                
                70,000
                
                
                6,075,000Increase
                    in Loan payable
                
                
                75,000
                
                
                -
                
                
                156,475Cash
                    Provided by Financing Activities
                
                
                6,075,000
                
                
                70,000
                
                
                6,231,475Investing
                    ActivitiesAcquisition
                    of resource property
                
                
                (6,000,000
                )
                
                -
                
                
                (6,000,000
                )Net
                    Increase in Cash
                
                
                (67,605
                )
                
                683
                
                
                14,900Cash,
                    Beginning of Period
                
                
                82,605
                
                
                6,453
                
                
                100Cash,
                    End of Period
                
                $
                15,000
                
                $
                7,136
                
                $
                15,000Supplemental
                    Disclosures of Cash FlowInformation:Cash
                    Paid For:Interest
                
                $
                -
                
                $
                -
                
                $
                -Income
                    taxes
                
                $
                -
                
                $
                -
                
                $
                -
  The
          accompanying notes are an integral part of these financial
          statements
  4
 **MILLENNIUM
                      ENERGY CORP.****(Formerly
                      CBp Carbon Green, Inc. and formerly Shopper's Wallet,
                      Inc.)****(An
                      Exploration Stage Company)****CONDENSED
                      STATEMENTS OF STOCKHOLDERS' EQUITY****JUNE
                      28, 2006 (INCEPTION) TO SEPTEMBER 30,
                      2008**
 AdditionalPreferred
                  
                  Stock
                  
                  Common
                      Stock
                  
                  Paid
                      in
                  
                  Accum
                  
                  TotalShares
                  
                  Amount
                  
                  Shares
                  
                  Amount
                  
                  Capital
                  
                  Deficit
                  
                  EquityINCEPTION,
                      June 28, 2006
                  
                  
                  -
                  
                  $
                  -
                  
                  
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -
                  
                  $
                  -Initial
                      capitalization, sale ofcommon
                      stock to Directors onJune
                      28, 2006
                  
                  
                  -
                  
                  
                  -
                  
                  
                  75,000,000
                  
                  
                  7,500
                  
                  
                  (2,500
                  )
                  
                  
                  
                  
                  5,000Net
                      (Loss) 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
                  
                  
                  -
                  
                  
                  -
                  
                  
                  34,999,995
                  
                  
                  3,500
                  
                  
                  66,500
                  
                  
                  -
                  
                  
                  70,000Net
                      (Loss) for the periodending
                      December 31, 2007
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  -
                  
                  
                  (70,438
                  )
                  
                  (70,438
                  )Balance,
                      December 31, 2007 (Audited)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  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
                      Sep 30, 2008
                  
                  
                  -
                  
                  
                  -
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  
                  (162,923
                  )
                  
                  (162,923
                  )Balance,
                      Sep 30, 2008 ( Unaudited)
                  
                  
                  -
                  
                  
                  -
                  
                  
                  129,999,995
                  
                  
                  13,000
                  
                  
                  6,062,000
                  
                  
                  (246,919
                  )
                  
                  5,828,081
 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
              Notes to Financial Statements**
 **Period
              Ended September 30, 2008**
 
  
 **1.
              GENERAL ORGANIZATION AND BUSINESS**
  Effective
              November 29, 2007, Shopper’s Wallet, Inc., a development stage company,
              incorporated on June 28, 2006 under the laws of the State of Nevada,
              completed a
              merger with its wholly owned inactive subsidiary CBp Carbon Green,
              Inc. Under
              the terms of the merger Shopper’s Wallet, Inc. is the surviving corporation and
              is governed by the laws of the States of Nevada. Upon the effective
              date of the
              merger November 29, 2007, CBp Carbon Green, Inc. was merged up and
              into the
              surviving corporation which resulted in the subsidiary been effectively
              dissolved. In connection with the merger, Shopper’s Wallet, Inc. amended its
              articles to change its name to CBp Carbon Green, Inc. The
              Company also affected a forward stock split of 15 common shares for
              each 1 share
              issued and outstanding. The merger and forward stock split became effective
              as
              of November 29, 2007. Upon effectiveness of the split, the authorized
              capital
              increased from 150,000,000 to 2,250,000,000 and the issued and outstanding
              increased from 7,333,333 to 109,999,995. The authorized capital was
              then
              adjusted to 1,500,000,000 shares of common stock and 50,000,000 shares
              of
              preferred stock.
  **** On
              March
              11, 2008, the Company entered into an Agreement and Plan of Merger
              with its
              wholly-owned inactive subsidy Millennium Energy Corp. Under the terms
              of the
              merger, the Company is the surviving corporation with the articles
              of
              incorporation being amended to change the Company’s name to Millennium Energy
              Corp. The merger became effective as of March 26, 2008.
 
 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 September 30, 2008, Millennium Energy Corp. had accumulated losses
              since
              inception of $246,919. 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.
 
  (Unaudited)
 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 September 30, 2008**
 **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.
 
 
 **2.
              SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)**
 
  **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.
  (Unaudited)
 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 September 30, 2008**
 **NET
              INCOME PER COMMON SHARE**
 
 Net
              income (loss) per common share is computed based on the weighted average
              number
              of common shares outstanding and common stock equivalents, if not anti-dilutive.
              The Company has not issued any potentially dilutive common shares.
 
 **REVENUE
              AND COST RECOGNITION**
 
 The
              Company has no current source of revenue; therefore the Company has
              not yet
              adopted any policy regarding the recognition of revenue or cost.
 
 **3.
              INCOME TAXES**
 
 As
              noted
              above, income taxes are provided in accordance with SFAS 109. A deferred
              tax
              asset or liability is recorded for all temporary differences between
              financial
              and tax reporting and net operating loss carry forwards. Deferred tax
              expense
              (benefit) results from the net change during the year of deferred tax
              assets and
              liabilities.
 
 Deferred
              tax assets are reduced by a valuation allowance when, in the opinion
              of
              management, it is more likely than not that some portion of all of
              the deferred
              tax assets will be realized. Deferred tax assets and liabilities are
              adjusted
              for the effects of changes in tax laws and rates on the date of
              enactment.
 
 **4.
              RESOURCE PROPERTY**
 
 The
              Company entered into a Mineral Property Use and Exploitation Rights
              Agreement
              with a Slovakian company named “CEM” on June 26, 2008. CEM owns certain uranium
              mineral property interests in Eastern Slovakia. CEM grants to Millennium
              100%
              undivided interest in the rights to the use and exploitation of the
              property for
              25 years commencing on June 30, 2008 (the “Term”) ( subject to the NRR Royalty
              reserved to CEM). In order to exercise its rights the Company issued
              a total of
              20 million restricted shares of common stock on September 22, 2008.
              Millennium
              will also be required to incur at least 5,000,000 Euros of expenditures
              on the
              property on or before July 5, 2013. Millennium shall ensure that all
              governmental and regulatory fees associated with the Property are kept
              in good
              standing, including all necessary leases or permits, taxes and rentals,
              during
              the Term. Millennium shall have the option to renew the Rights for
              an additional
              25 year period after the initial Term upon the issuance of an additional
              10,000,000 restricted shares of common stock to CEM before 30 days
              prior to the
              end of the Term.
 
 **5.
              STOCKHOLDERS’ EQUITY**
 
 **AUTHORIZED**
 
 The
              Company was initially authorized to issue 100,000,000 shares of $0.0001
              par
              value common stock and 50,000,000 shares of preferred stock, par value
              $0.0001
              per share.
 
 On
              November 29, 2007, the Company had a fifteen (15) for one (1) forward
              stock
              split of its authorized and issued and outstanding common stock. As
              a result of
              the split, the Company’s authorized
              capital increased from 150,000,000 to 2,250,000,000 shares with a par
              value of
              $0.0001. The authorized capital was then adjusted to 1,500,000,000
              shares of
              common stock and 50,000,000 shares of preferred stock.
  (Unaudited)
 8
 
 **MILLENNIUM
                  ENERGY CORP.**
 **Formerly
                  CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.**
 **(An
                  Exploration Stage Company)**
 **Condensed
                  Notes to Financial Statements**
 **Period
                  Ended September 30, 2008**
 **5.
              STOCKHOLDERS’ EQUITY (CONTINUED)**
 
  **ISSUED
              AND OUTSTANDING**
 
 On
              June
              28, 2006 (inception), the Company issued 5,000,000 shares of its common
              stock to
              its Directors for cash of $5,000. See Note 5.
 
 On
              June
              18, 2007, the Company closed a private placement for 2,333,333 common
              shares at
              a price of $0.03 per share, for aggregate proceeds of $70,000. The
              shares of
              common stock sold to the investors were previously registered pursuant
              to a
              registration statement on Form SB-2, which was declared effective by
              the
              Securities and Exchange Commission on January 19, 2007. The Company
              accepted
              subscriptions from 36 offshore non-affiliated investors.
 
 **5.
              STOCKHOLDERS’ EQUITY (CONTINUED)**
 
 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 September
              30,
              2008.
 
 **6.
              LOAN PAYABLE**
 ****
 The
              loan
              bears no interest and has no fixed term of repayment.
 
 
 (Unaudited)
 9
 
 **MILLENNIUM
                  ENERGY CORP.**
 **Formerly
                  CBp Carbon Green, Inc. and formerly Shopper’s Wallet, Inc.**
 **(An
                  Exploration Stage Company)**
 **Condensed
                  Notes to Financial Statements**
 **Period
                  Ended September 30, 2008**
 **7** . **GOING
              CONCERN**
 
 The
              accompanying financial statements have been prepared assuming that
              the Company
              will continue as a going concern. The Company has net losses for the
              period from
              inception to September 30, 2008 of $246,919. This condition raises
              substantial
              doubt about the Company’s ability to continue as a going concern. The Company’s
              continuation as a going concern is dependent on its ability to meet
              its
              obligations, to obtain additional financing as may be required and
              ultimately to
              attain profitability. The financial
              statements do not include any adjustments that might result from the
              outcome of
              this uncertainty.
 
 **8.
              NET OPERATING LOSSES**
 
 As
              of
              September 30, 2008, the Company has a net operating loss carry forward
              of
              approximately $246,919 which will expire 19 years from the date the
              loss was
              incurred.
 
 **9.
              OTHER COMMITMENTS**
 
 The
              Company entered into a Mineral Property Use and Exploitation Rights
              Agreement
              with a Slovakian company named “CEM” on June 26, 2008. Millennium will be
              required to incur at least 5,000,000 Euros of expenditures on the property
              on or
              before July 5, 2013.


(Unaudited)
 10




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




**Our
      Business**




Our
      Company, Millennium Energy Corp., was incorporated in the State of Nevada on
      June 28, 2006. The Company is a development stage company as defined by
      Statement of Financial Accounting Standard (“SFAS”) No. 7 “Accounting and
      Reporting for Development Stage Enterprises.” On November 29, 2007, the Company
      completed a merger with its wholly-owned subsidiary, CBp Carbon Green, Inc.,
      which was incorporated in the State of Nevada on November 7, 2007 solely to
      effect a name change. As a result, the Company changed its name from Shopper’s
      Wallet, Inc. to CBp Carbon Green, Inc. In addition, on March 26, 2008, the
      Company completed a merger with its wholly-owned subsidiary, Millennium Energy
      Corp., which was incorporated in the State of Nevada on February 22, 2008 solely
      to effect a name change. As a result, the Company changed its name from CBp
      Carbon Green, Inc. to Millennium Energy Corp. The Company’s common shares are
      now listed for trading on the OTC Bulletin Board under the symbol
“MLME”.





From
      June
      2006 to November 2007, we were focused on offering interactive English language
      training courses specifically designed for adults studying English as a second
      language. Our product, the course content, which was expected to be available
      both on-line and in DVD media format, expected to cover English phonetics,
      grammar, pronunciation, spoken English, vocabulary and learning games. We had
      planned to develop our product with animation graphics and interactive
      capabilities. It was our goal to offer our product both online and through
      the
      direct sale of DVD products. Our target market was the non-native, English
      adult
      students interested in improving their language skills. The content of our
      products was expected to include:





(a)
            Video
                dialogues;


(b)
            Audio
                scripts (for videos);


(c)
            Clickable
                words and pictures;


(d)
            Text
                and audio definitions; and


(e)
            Engaging,
                interactive learning activities.





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





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





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





11


On
      June
      26, 2008, the Company entered into a Mineral Property Use and Exploitation
      Rights Agreement (the “Agreement”) with Central European Metals S.R.O. (“CEM”),
      a company incorporated in Slovakia. Pursuant to the Agreement the Company has
      acquired a 100% undivided interest (subject to a 1% net refining return royalty)
      in a certain uranium mineral property named Spišské Vlachy - U, Mo, Cu ores
      located in the North Gemeric Permian Belt in Eastern Slovakia and encompassing
      an area of 41.4 square kilometers (the “Property”). The exclusive right acquired
      by the Company is for a duration of 25 years commencing June 30, 2008. As
      consideration for its 100% undivided interest granted under the Agreement,
      the
      Company is require to issue a total of 20,000,000 restricted shares of common
      stock of the Company to CEM within 90 days of this Agreement, which shares
      were
      issued on September 22, 2008. In addition, the Company must incur at least
      €5,000,000 (Euros) of Expenditures, as that term is defined in the Agreement,
      on
      the Property on or before July 5, 2013 and must ensure that all governmental
      and
      regulatory fees associated with the Property are kept in good standing,
      including, but not limited to all necessary leases or permits, taxes, and
      rentals, during the Term. Millennium shall have the option to renew the rights
      granted under the Agreement for an additional 25 year period after the initial
      term upon the issuance of an additional 10,000,000 restricted shares of common
      stock of the Company to CEM on or before 30 days prior to the end of the initial
      25 year term. A copy of this Agreement is attached as Exhibit 10.1 to the
      Company’s quarterly report filed on August 13, 2008 and is incorporated herein
      by reference.





We
      do not
      currently have sufficient capital to operate our business and we will require
      additional funding in the future to sustain our operations. There is no
      assurance that we will ever have revenue in the future or that we will be able
      to secure the necessary funding to develop our business.





We
      are an
      exploration stage corporation. An exploration stage corporation is one engaged
      in the search for mineral deposits or reserves which are not in either the
      development or production stage. We intend to focus our exploration activities
      on uranium mineral properties in various regions around the globe. We maintain
      our statutory registered agent’s office at Eastbiz.com Inc. of 5348 Vegas Dr.,
      Las Vegas, NV 89108 and our corporate office is located at 43 Pireos St., Ano
      Voula, Athens, Greece. Our telephone number is 011-30-210-895-8786.





We
      have
      no plans to change our business activities from mineral exploration. In
      addition, we intend to explore mineral properties in various regions around
      the
      globe and this may result in the acquisition of other entities that own certain
      mineral rights or licenses.




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




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




**Overview**





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





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





12


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





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




**Plan
      of Operations**





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





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





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





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





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





We
      do not
      claim to have any minerals or reserves whatsoever at this time on any of our
      current properties.





If
      we are
      unable to complete any phase of our proposed plan of acquisition and exploration
      because we do not have enough money, we will cease operations until we raise
      more money. If we cannot or do not raise more money, we will cease operations.
      If we are required to cease operations, we will investigate all other
      opportunities to maintain stockholder value.





13


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







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





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





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





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





**Employees**





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




**Liquidity
      and Capital Resources**





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





At
      September 30, 2008, we had working capital deficiency of $171,919, whereas
      at
      September 30, 2007 cash and cash equivalents from inception to September 30,
      2007 had been insufficient to provide the working capital necessary to operate.
      At September 30, 2008, our total assets consisted of cash of $15,000 and
      resource property of $6,000,000 compared to assets with a value of $7,136 at
      September 30, 2007.





From
      inception to September 30, 2008 we have incurred losses of $246,919. The
      principal components of our losses for the nine months ended September 30,
      2008
      included general and administrative costs of $87,923 and property development
      costs of $75,000.





14


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





As
      of
      September 30, 2008, our total assets were $6,015,000; our total liabilities
      were
      $186,919; and, we had cash resources of $15,000.





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





**Off-Balance
      Sheet Arrangements**





We
      have
      no off-balance sheet arrangements.





**Net
      Loss.** The
      Company has net losses for the period from inception to September 30, 2008
      of
      $246,919. 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
      September 30, 2008, the Company has a net operating loss carry forward of
      approximately $246,919 which will expire 19 years from the date the loss was
      incurred.





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





**ITEM
      3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
      RISK**





N/A





**ITEM
      4. CONTROLS AND PROCEDURES**





**Evaluation
      of Disclosure Controls and Procedures**





Our
      management, with the participation of our Chief Executive Officer and our Chief
      Financial Officer, evaluated the effectiveness of our disclosure controls and
      procedures as of the end of the period covered by this report. Based on that
      evaluation, our Chief Executive Officer and Chief Financial Officer 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 Chief Executive Officer and Chief Financial Officer,
      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:




15





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
      September 30, 2008, 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.





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 September 30, 2008.





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.





*Management’s
      Remediation Initiatives*





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




16





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 September 30, 2009. Additionally, we plan to test our updated
      controls and remediate our deficiencies by September 30, 2009.





**Changes
      in Internal Controls Over Financial Reporting**





There
      was
      no change in our internal controls over financial reporting that occurred during
      the period covered by this report, which has materially affected, or is
      reasonably likely to materially affect, our internal controls over financial
      reporting.








**PART
      II - OTHER INFORMATION**





**ITEM
      1. LEGAL PROCEEDINGS**





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





**ITEM
      1A. RISK FACTORS**





**RISK
      FACTORS**





An
      investment in our common stock involves a high degree of risk. You should
      carefully consider the following factors and other information in this
      prospectus before deciding to invest in our company. If any of the following
      risks actually occur, our business, financial condition, results of operations
      and prospects for growth would likely suffer. As a result, you could lose all
      or
      part of your investment.





**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 $246,919 for the period from June 28, 2006
      (inception) to September 30, 2008. We anticipate generating losses for the
      next
      12 months. Therefore, we may be unable to continue operations in the future
      as a
      going concern. No adjustment has been made in the accompanying financial
      statements to the amounts and classification of assets and liabilities which
      could result should we be unable to continue as a going concern. If we cannot
      continue as a viable entity, our shareholders may lose some or all of their
      investment in the Company.





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





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





17


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.





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





We
      incurred net losses of $246,919 for the period from June 28, 2006 (inception)
      to
      September 30, 2008 and expect to incur more operating losses over the next
      12
      months and in future periods. These losses will occur because we do not yet
      have
      any revenues to offset the expenses associated with the development and
      exploration for uranium. We cannot guarantee that we will ever be successful
      in
      generating revenues in the future. We recognize that if we are unable to
      generate revenues, we may not be able to earn profits or continue
      operations.





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





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





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





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





Our
      sole
      officer and director owns approximately 58% 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.





18


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





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





***We
      do not have experience in placing properties into
      production.***





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





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





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





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





We
      are a
      small company with no full-time employees as of September 30, 2008, and we
      depend to a great extent on the principal member of our management. If we lose
      the services of our sole officer and director, it could significantly impede
      the
      achievement of our objectives. We do not currently have any key man life
      insurance policies. We have not entered into employment agreements with our
      sole
      officer and director. In addition, recruiting and retaining qualified
      exploration personnel will be critical to our success. We may not be able to
      retain existing personnel or attract and retain qualified staff in the future.
      If we fail to hire and retain personnel in key positions, we may be unable
      to
      achieve our exploration objectives in a timely manner.





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





All
      of
      our directors and officers are nationals and/or residents of countries other
      than the United States, and all or a substantial portion of such persons' assets
      are located outside the United States. As a result, it may be difficult for
      investors to effect service of process on our directors or officers, or enforce
      within the United States any judgments obtained against us or our officers
      or
      directors, including judgments predicated upon the civil liability provisions
      of
      the securities laws of the United States or any state thereof. Consequently,
      you
      may be effectively prevented from pursuing remedies under U.S. federal
      securities laws against them.





***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.





19


**RISKS
      ASSOCIATED WITH OUR COMMON STOCK**





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





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





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





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





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





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





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





**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.***





20


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.





21


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





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





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





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





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





***There
      can be no assurance that our interest in our exploration properties are 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.





***Increased
      industry demand has created a shortage of mining
      equipment.***





The
      recent growth in global mining and mineral exploration activities has created
      a
      demand for mining equipment and related services that has outpaced supply.
      As a
      result, future operations could be adversely affected if we encounter
      difficulties obtaining access to equipment and services on a timely basis.
      In
      the event that we are unable to secure required mining equipment and services
      on
      a timely basis, exploration and development activities and costs could be
      negatively affected.





22


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





Pursuant
      to the terms of the Mineral Property Use and Exploitation Rights Agreement
      between the Company and Central European Metals S.R.O.,
      a
      company duly incorporated under the laws of Slovakia (“ **CEM** ”),
      which
      Agreement was filed as Exhibit 10.1 to the quarterly report filed on August
      13,
      2008 and is incorporated herein by reference ,
      the
      Company issued to CEM 20,000,000 restricted shares of common stock of the
      Company on September 22, 2008. The Company believes that the issuance is exempt
      from registration under Regulation S promulgated under the Securities Act of
      1933, as amended, as the securities were issued to CEM through an offshore
      transaction which was negotiated and consummated outside of the United
      States.





**ITEM
      3. DEFAULTS UPON SENIOR SECURITIES**





N/A





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





N/A





**ITEM
      5. OTHER INFORMATION**





N/A





**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




23




**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 19 th day of
      November, 2008.




**MILLENNIUM
                ENERGY CORP.**
              (Registrant)By:
                /s/ Jana WhitlockJana
                WhitlockPresident,
                CEO and Director




Pursuant
      to the requirements of the Securities Exchange Act of 1934, this report has
      been
      signed below by the following persons on behalf of the registrant and in the
      capacities and on the dates indicated:




**Signature**
            
            **Title**
            
            **Date**/s/
                Jana Whitlock
            
            President,
                CEO, CFO, Treasurer and Director
            
            November
                19, 2008Jana
                Whitlock









24