UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





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





For the
quarterly period ended June 30,
2009.


or





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





For the
transition period from
to _________________ to _________________





Commission
File Number:     333-139765





MILLENNIUM ENERGY
CORP.


(Exact
name of registrant as specified in its charter)





Nevada
                98-050298(State
      or other jurisdiction of incorporation or
                  organization)
                (I.R.S.
      Employer Identification No.)43 Pireos St., Ano Voula
                  Athens, Greece
                N/A
                  (Zip
      Code)(Address
      of principal executive offices)





011-30-210-895-8786


(Registrant’s
telephone number, including area code)





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


x
Yes      ̈
No





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


 ̈
Yes      ̈
No





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





Large
      accelerated filer  ̈
              Accelerated
      filer                 
       ̈Non-accelerated
      filer    ̈ (Do not check if
      a smaller reporting company)
              Smaller
      reporting company x





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


 ̈
Yes     x
No





APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY


PROCEEDINGS
DURING THE PRECEDING FIVE YEARS:





Indicate
by check mark whether the registrant has filed all documents and reports
required to be filed by Section 12, 13 or 15(d) of the Securities Exchange Act
of 1934 subsequent to the distribution of securities under a plan confirmed by a
court.


 ̈
Yes      ̈
No





APPLICABLE
ONLY TO CORPORATE ISSUERS:





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





Class
              Outstanding
      as of August 1, 2009Common
      Stock, $0.0001 par value
              129,999,995





TABLE
OF CONTENTS





Forward-Looking
      Statements
                  1Use
      of Names
                  1Part
      I – Financial Information
                  3Item
      1. Financial Statements
                  3Item
      2. Management’s Discussion and Analysis or Plan of
    Operation
                  15Item
      3. Quantitative and Qualitative Disclosures About Market
    Risk
                  18Item
      4T. Controls and Procedures
                  19Part
      II – Other Information
                  21Item
      1. Legal Proceedings
                  21Item
      1A. Risk Factors
                  21Item
      2. Unregistered Sales of Equity Securities and Use of
    Proceeds
                  21Item
      3. Defaults Upon Senior Securities
                  21Item
      4. Submission of Matters to a Vote of Security Holders
                  21Item
      5. Other Information
                  21Item
      6. Exhibits
                  21





FORWARD-LOOKING
STATEMENTS





This
quarterly report on Form 10-Q and other reports that we file with the SEC
contain statements that are considered forward-looking
statements.  Forward-looking statements give the Company’s current
expectations, plans, objectives, assumptions or forecasts of future
events.  All statements other than statements of current or historical
fact contained in this quarterly report, including statements regarding the
Company’s future financial position, business strategy, budgets, projected costs
and plans and objectives of management for future operations, are
forward-looking statements.  In some cases, you can identify
forward-looking statements by terminology such as “anticipate,” “estimate,”
“plans,” “potential,” “projects,” “ongoing,” “expects,” “management believes,”
“we believe,” “we intend,” and similar expressions.  These statements
are based on the Company’s current plans and are subject to risks and
uncertainties, and as such the Company’s actual future activities and results of
operations may be materially different from those set forth in the
forward-looking statements.  Any or all of the forward-looking
statements in this periodic report may turn out to be inaccurate and as such,
you should not place undue reliance on these forward-looking
statements.  The Company has based these forward-looking statements
largely on its current expectations and projections about future events and
financial trends that it believes may affect its financial condition, results of
operations, business strategy and financial needs.





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





USE
OF NAMES





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




1





MILLENNIUM
ENERGY CORP.





Formerly
CBp Carbon Green, Inc.


and


Formerly
Shopper’s Wallet, Inc.





Financial
Statements





June
30, 2009





2


PART
I – FINANCIAL INFORMATION
 
 ITEM
1. FINANCIAL STATEMENTS


MILLENNIUM
ENERGY CORP.


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


Condensed
Balance Sheets


As
at June 30, 2009


(An
Exploration Stage Company)





Unaudited
                      
                      
                      AuditedJune 30,
                      
                      
                      December31,2009
                      
                      
                      2008ASSETSCurrent
      AssetsCash
                      
                      $
                      470
                      
                      
                      $
                      1,855Total
      Current Assets
                      
                      
                      470
                      
                      
                      
                      1,855Resource
      Property –Note 4
                      
                      
                      6,000,000
                      
                      
                      
                      6,000,000Total
      Asset
                      
                      $
                      6,000,470
                      
                      
                      $
                      6,001,855LIABILITIES
      AND STOCKHOLDERS’ EQUITYCurrent
      LiabilitiesAccounts
      payable
                      
                      $
                      64,738
                      
                      
                      $
                      21,150Loan
      from a former director – Note 6
                      
                      
                      9,067
                      
                      
                      
                      9,067Loan
      payable –Related parties – Note 7
                      
                      
                      156,880
                      
                      
                      
                      151,130Total
      Current Liabilities
                      
                      $
                      230,685
                      
                      
                      $
                      181,347Stockholders’
      Equity – Note 5 and 6Preferred
      StockAuthorized
      50,000,000 shares, par value $0.0001
                      
                      $
                      -
                      
                      
                      $
                      -No
      shares issued or outstandingCommon
      StockAuthorized
      1,500,000,000 shares, par value $0.0001Issued
      and outstanding is 129,999,995 on June 30, 2009 and on December 31,
      2008
                      
                      
                      13,000
                      
                      
                      
                      13,000Additional
      paid in capital
                      
                      
                      6,062,000
                      
                      
                      
                      6,062,000Deficit
      accumulated during the Exploration stage
                      
                      
                      (305,215
                      )
                      
                      
                      (254,492
                      )Total
      Stockholders’ Equity
                      
                      
                      5,769,785
                      
                      
                      
                      5,820,508Total
      Liabilities and Stockholders’ Equity
                      
                      $
                      6,000,470
                      
                      
                      $
                      6,001,855





The
accompanying notes are an integral part of these financial
statements





3





MILLENNIUM
ENERGY CORP.


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


Condensed
Statements of Operations


(An
Exploration Stage Company)





CumulativeAmounts from3 Months
                    
                    
                    3 Months
                    
                    
                    6 Months
                    
                    
                    6 Months
                    
                    
                    June 28, 2006Ended
                    
                    
                    Ended
                    
                    
                    Ended
                    
                    
                    Ended
                    
                    
                    (Inception) toJune 30,
                    
                    
                    June 30,
                    
                    
                    June 30,
                    
                    
                    June 30,
                    
                    
                    June 30,2009
                    
                    
                    2008
                    
                    
                    2009
                    
                    
                    2008
                    
                    
                    2009Revenue
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -
                    
                    
                    $
                    -ExpensesGeneral
      and administrative
                    
                    
                    6,832
                    
                    
                    
                    32,847
                    
                    
                    
                    50,723
                    
                    
                    
                    79,797
                    
                    
                    
                    189,921Property
      development
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    75,000Product
      development
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    38,0006,832
                    
                    
                    
                    32,847
                    
                    
                    
                    50,723
                    
                    
                    
                    79,797
                    
                    
                    
                    302,921Other
      IncomeInterest
      income
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    231Gain
      on discontinued operations
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    2,000Other
      ExpensesForeign
      exchange difference
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    (4,525
                    )Income
      (loss) before income taxes
                    
                    
                    (6,832
                    )
                    
                    
                    (32,847
                    )
                    
                    
                    (50,723
                    )
                    
                    
                    (79,797
                    )
                    
                    
                    (305,215
                    )Net
      income (loss)
                    
                    $
                    (6,832
                    )
                    
                    $
                    (32,847
                    )
                    
                    $
                    (50,723
                    )
                    
                    $
                    (79,797
                    )
                    
                    $
                    (305,215
                    )Basic
      and diluted (loss) per common share
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -
                    
                    
                    
                    -Weighted
      average number of common shares
                    
                    
                    129,999,995
                    
                    
                    
                    109,999,995
                    
                    
                    
                    129,999,995
                    
                    
                    
                    109,999,995





Unaudited


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.)


Condensed
Statements of Stockholder’s Equity


June
28, 2006 (Inception) to June 30, 2009


(An
Exploration Stage Company)




AccumulatedDeficitAdditional
                        
                        
                        During thePreferred Stock
                        
                        
                        Common Stock
                        
                        
                        Paid in
                        
                        
                        Exploration
                        
                        
                        TotalShares
                        
                        
                        Amount
                        
                        
                        Shares
                        
                        
                        Amount
                        
                        
                        Capital
                        
                        
                        Stage
                        
                        
                        EquityInception,
      June 28, 2006
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -
                        
                        
                        $
                        -Initial
      capitalization, sale of common stock  to Directors on June 28,
      2006 at $0.000067/share
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        75,000,000
                        
                        
                        
                        7,500
                        
                        
                        
                        (2,500
                        )
                        
                        
                        -
                        
                        
                        
                        5,000Net
      (loss) for the period ending December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (13,558
                        )
                        
                        
                        (13,558
                        )Balance,
      December 31, 2006
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        75,000,000
                        
                        
                        
                        7,500
                        
                        
                        
                        (2,500
                        )
                        
                        
                        (13,558
                        )
                        
                        
                        (8,558
                        )Private
      placement closed June 18, 2007 at $0.002/share
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        34,999,995
                        
                        
                        
                        3,500
                        
                        
                        
                        66,500
                        
                        
                        
                        -
                        
                        
                        
                        70,000Net
      (loss) for the period ending December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (70,438
                        )
                        
                        
                        (70,438
                        )Balance,
      December 31, 2007
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        109,999,995
                        
                        
                        
                        11,000
                        
                        
                        
                        64,000
                        
                        
                        
                        (83,996
                        )
                        
                        
                        (8,996
                        )Stock
      issued to acquire resource propertySeptember
      22, 2008 (20,000,000 shares issued at $0.30)
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        20,000,000
                        
                        
                        
                        2,000
                        
                        
                        
                        5,998,000
                        
                        
                        
                        -
                        
                        
                        
                        6,000,000Net
      (loss) for the period ending December 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (170,496
                        )
                        
                        
                        (170,496
                        )Balance,
      December 31, 2008
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        129,999,995
                        
                        
                        
                        13,000
                        
                        
                        
                        6,062,000
                        
                        
                        
                        (254,492
                        )
                        
                        
                        5,820,508Net
      (loss) for the period ending June 30, 2009
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        -
                        
                        
                        
                        (50,723
                        )
                        
                        
                        (50,723
                        )Balance,
      June 30, 2009
                        
                        
                        -
                        
                        
                        $
                        -
                        
                        
                        
                        129,999,995
                        
                        
                        $
                        13,000
                        
                        
                        $
                        6,062,000
                        
                        
                        $
                        (305,215
                        )
                        
                        $
                        5,769,785


Unaudited


The
accompanying notes are an integral part of these financial
statements





5





MILLENNIUM
ENERGY CORP.


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


Condensed
Statements of Cash Flows


(An
Exploration Stage Company)





For the periodSix months
                  
                  
                  Six months
                  
                  
                  June 28/2006Ended
                  
                  
                  Ended
                  
                  
                  (Inception) toJune 30,
                  
                  
                  June 30,
                  
                  
                  June 30,2009
                  
                  
                  2008
                  
                  
                  2009Operating
      activitiesNet
      (loss)
                  
                  $
                  (50,723
                  )
                  
                  $
                  (79,797
                  )
                  
                  $
                  (305,215
                  )Increase
      in accounts payable
                  
                  
                  43,588
                  
                  
                  
                  12,591
                  
                  
                  
                  73,705Net
      cash (used) by operating activities
                  
                  
                  (7,135
                  )
                  
                  
                  (67,206
                  )
                  
                  
                  (231,510
                  )Financing
      activitiesProceeds
      from sale of common stock
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  6,075,000Increase
      in loan payable
                  
                  
                  5,750
                  
                  
                  
                  -
                  
                  
                  
                  156,880Cash
      provided by financing activities
                  
                  
                  5,750
                  
                  
                  
                  -
                  
                  
                  
                  6,231,880Investing
      activitiesAcquisition
      of resource property
                  
                  
                  -
                  
                  
                  
                  -
                  
                  
                  
                  (6,000,000
                  )Net
      increase in cash
                  
                  
                  (1,385
                  )
                  
                  
                  (67,206
                  )
                  
                  
                  370Cash,
      beginning of period
                  
                  
                  1,855
                  
                  
                  
                  82,605
                  
                  
                  
                  100Cash,
      end of period
                  
                  $
                  470
                  
                  
                  $
                  15,399
                  
                  
                  $
                  470









Supplemental
Disclosure of Cash Flow Information:





Cash
      paid for:Interest
                
                $
                -
                
                
                $
                -
                
                
                $
                -Income
      taxes
                
                $
                -
                
                
                $
                -
                
                
                $
                -





Unaudited


The
accompanying notes are an integral part of these financial
statements





6





MILLENNIUM
ENERGY CORP.


Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.


(An
Exploration Stage Company)


Condensed
Notes to Financial Statements


Period
Ended June 30, 2009





1.        GENERAL
ORGANIZATION AND BUSINESS





Basis
of Presentation





In the
Opinion of management, the accompanying balance sheets and related interim
statements of income, cash flows and stockholders’ equity include all
adjustments, consisting only of normal recurring items, necessary for their fair
presentation in conformity with accounting principles generally accepted in the
United States of America (“U.S.GAAP”).  Preparing financial statements
requires management to make estimates and assumptions that affect the reported
amounts of assets, liabilities and outcomes may differ from management’s
estimates and assumptions.


Interim
results are not necessarily indicative of results for a full
year.  The information included in this Form lO-Q should be read in
conjunction with information included in the Form IO-K





Effective
November 29, 2007, Shopper’s Wallet, Inc., a development stage company,
incorporated on June 28, 2006 under the laws of the State of Nevada, completed a
merger with its wholly owned inactive subsidiary CBp Carbon Green,
Inc.  Under the terms of the merger Shopper’s Wallet, Inc. is the
surviving corporation and is governed by the laws of the States of
Nevada.  Upon the effective date of the merger November 29, 2007, CBp
Carbon Green, Inc. was merged up and into the surviving corporation which
resulted in the subsidiary been effectively dissolved.  In connection
with the merger, Shopper’s Wallet, Inc. amended its articles to change its name
to CBp Carbon Green, Inc.  The Company also affected a forward stock
split of 15 common shares for each 1 share issued and
outstanding.  The merger and forward stock split became effective as
of November 29, 2007.  Upon effectiveness of the split, the authorized
capital increased from 150,000,000 to 2,250,000,000 and the issued and
outstanding increased from 7,333,333 to 109,999,995.  The authorized
capital was then corrected to 1,500,000,000 shares of common stock and
50,000,000 shares of preferred stock.





On March
11, 2008, the Company entered into an Agreement and Plan of Merger with its
wholly owned inactive subsidy Millennium Energy Corp.  Under the terms
of the merger, the Company is the surviving corporation with the articles of
incorporation being amended to change the Company’s name to Millennium Energy
Corp.  The merger became effective as of March 26, 2008.





While
management of the Company believes that the Company will be successful in
providing cash resources from debt and equity transactions, there can be no
assurance that the Company will be able to generate the resources required under
its business plan, or be successful in its capital formation activities to allow
the Company to commence and sustain its operations, and achieve
profitability.  As of June 30, 2009, Millennium Energy Corp. had
accumulated losses since inception of $305,215. 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





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 June 30, 2009 – Page 2





2.        SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)





EARNINGS
(LOSS) PER SHARE





The basic
earnings (loss) per share are calculated by dividing the Company’s net income
available to common shareholders by the weighted average number of common shares
outstanding during the year.  The diluted earnings (loss) per share
are calculated by dividing the Company’s net income (loss) available to common
shareholders by the diluted weighted average number of shares outstanding during
the year.  The diluted weighted average number of shares outstanding
is the basic weighted number of shares adjusted as of the first of the year for
any potentially dilutive debt or equity.  There are no diluted shares
outstanding.





PROPERTY
DEVELOPMENT





Property
development costs are written off as expenses when incurred.





DIVIDENDS





The
Company has not adopted any policy regarding payment of dividends.  No
dividends have been paid during the period shown.





INCOME
TAXES





The
Company provides for income taxes under Statement of Financial Accounting
Standards No. 109 (SFAS 109).  SFAS 109 requires the use of an asset
and liability approach in accounting for income taxes.





SFAS 109
requires the reduction of deferred tax assets by a valuation allowance if, based
on the weight of available evidence, it is more likely than not that some or all
of the deferred tax assets will not be realized.  No provision for
income taxes is included in the statement due to its immaterial amount, net of
the allowance account, based on the likelihood of the Company to utilize the
loss carry-forward.





USE
OF ESTIMATES





The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenue and expenses during
the reporting period.  Actual results could differ from those
estimates.





NET
INCOME PER COMMON SHARE





Net
income (loss) per common share is computed based on the weighted average number
of common shares outstanding and common stock equivalents, if not
anti-dilutive.  The Company has not issued any potentially dilutive
common shares.





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 June 30, 2009 – Page 3





2.        SUMMARY
OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)





REVENUE
AND COST RECOGNITION





The
Company has no current source of revenue; therefore the Company has not yet
adopted any policy regarding the recognition of revenue or cost.





3.
            INCOME
      TAXES





As noted
above, income taxes are provided in accordance with SFAS 109.  A
deferred tax asset or liability is recorded for all temporary differences
between financial and tax reporting and net operating loss carry
forwards.  Deferred tax expense (benefit) results from the net change
during the year of deferred tax assets and liabilities.





Deferred
tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized.  Deferred tax assets and liabilities are
adjusted for the effects of changes in tax laws and rates on the date of
enactment.





4.        RESOURCE
PROPERTY





The
Company entered into a Mineral Property Use and Exploitation Rights Agreement
with a Slovakian company named “CEM” on June 26, 2008.  CEM owns
certain uranium mineral property interests in Eastern Slovakia.  CEM
grants to Millennium 100% undivided interest in the rights to the use and
exploitation of the property for 25 years commencing on June 30, 2008 (the
“Term”) (Subject to the NRR Royalty reserved to CEM).  In order to
exercise its rights the Company issued a total of 20 million restricted shares
of common stock on September 22, 2008.  Millennium will also be
required to incur at least 5,000,000 Euros of expenditures on the property on or
before July 5, 2013.  Millennium shall ensure that all governmental
and regulatory fees associated with the Property are kept in good standing,
including all necessary leases or permits, taxes and rentals, during the
Term.  Millennium shall have the option to renew the Rights for an
additional 25 year period after the initial Term upon the issuance of an
additional 10,000,000 restricted shares of common stock to CEM before 30 days
prior to the end of the Term.





5.        STOCKHOLDERS’
EQUITY





AUTHORIZED





The
Company was initially authorized to issue 100,000,000 shares of $0.0001 par
value common stock and 50,000,000 shares of preferred stock, par value $0.0001
per share.





On
November 29, 2007, the Company had a fifteen (15) for one (1) forward stock
split of its authorized and issued and outstanding common stock.  As a
result of the split, the Company’s authorized capital increased from 150,000,000
to 2,250,000,000 shares with a par value of $0.0001. The authorized capital was
then adjusted to 1,500,000,000 shares of common stock and 50,000,000 shares of
preferred stock.





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 June 30, 2009 – Page 4





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 6.





On June
18, 2007, the Company closed a private placement for 2,333,333 common shares at
a price of $0.03 per share, for aggregate proceeds of $70,000.  The
shares of common stock sold to the investors were previously registered pursuant
to a registration statement on Form SB-2, which was declared effective by the
Securities and Exchange Commission on January 19, 2007.  The Company
accepted subscriptions from 36 offshore non-affiliated investors.





Due to
the 15 to 1 forward stock split effective November 29, 2007, the Company’s
issued and outstanding share capital has increased from 7,333,333 share of
common stock to 109,999,995 shares of common stock.





The
Company issued 20,000,000 common shares on September 22, 2008 to acquire
resource property.





6.        RELATED
PARTY TRANSACTIONS





The
Company neither owns nor leases any real or personal property.  The
Company’s Directors provide office space free of charge.





On June
28, 2006 (inception), the Company issued 5,000,000 share of its common stock to
its Directors for cash of $5,000.





A former
Director, loaned the company $16,200 during 2007.  The loan bears no
interest and is payable on demand on or after December 1, 2007 pursuant to the
terms of a promissory note dated December 1, 2006.  Partial repayment
of $7,133 was made in October, 2007.  The outstanding balance of the
loan is $9,067 at June 30, 2009.





7.        LOAN
PAYABLE





Total of
$156,880 bears no interest and has no fixed term of repayment.


The loans
are comprised of $69,655 from an entity that is a shareholder of the Company,
$81,475 from an entity not related to the Company, as well as $5,750 from
another entity that is not related to the Company.





Unaudited





10





MILLENNIUM
ENERGY CORP.


Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.


(An
Exploration Stage Company)


Condensed
Notes to Financial Statements


Period
Ended June 30, 2009 – Page 5





8.        GOING CONCERN





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern.  The Company has net losses for the
period from inception to June 30, 2009 of $305,215.  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 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.  Financial statements do not include any adjustments that might
result from the outcome of this uncertainty.





9.        
NET OPERATING LOSSES





As of
June 30, 2009, the Company has a net operating loss carry forward of
approximately $305,215 which will expire 19 years from the date the loss was
incurred.





10.      OTHER
COMMITMENTS





The
Company entered into a Mineral Property Use and Exploitation Rights Agreement
with a Slovakian company named “CEM” on June 26, 2008.  Millennium
will be required to incur at least 5,000.000 Euros of expenditures on the
property on or before July 5, 2013.





11.      RECENT
ACCOUNTING PRONOUNCEMENTS





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





In
May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts-and interpretation of
FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60
applies to financial guarantee insurance contracts, including the recognition
and measurement of premium revenue and claims liabilities. This statement also
requires expanded disclosures about financial guarantee insurance contracts.
SFAS No. 163 is effective for fiscal years beginning on or after December 15,
2008, and interim periods within those years. SFAS No. 163 has no effect on the
Company’s financial position, statements of operations, or cash flows at this
time.





Unaudited





11





MILLENNIUM
ENERGY CORP.


Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.


(An
Exploration Stage Company)


Condensed
Notes to Financial Statements


Period
Ended June 30, 2009 – Page 6





11.      RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)





In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162,
“The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No.
162 sets forth the level of authority to a given accounting pronouncement or
document by category. Where there might be conflicting guidance between two
categories, the more authoritative category will    prevail.
SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s
amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162
has no effect on the Company’s financial position, statements of operations, or
cash flows at this time.





In March
2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161,
Disclosures about Derivative Instruments and Hedging Activities—an amendment of
FASB Statement No. 133.  This standard requires companies to provide
enhanced disclosures about (a) how and why an entity uses derivative
instruments, (b) how derivative instruments and related hedged items are
accounted for under Statement 133 and its related interpretations, and (c) how
derivative instruments and related hedged items affect an entity’s financial
position, financial performance, and cash flows. This Statement is effective for
financial statements issued for fiscal years and interim periods beginning after
November 15, 2008, with early application encouraged. The Company has not yet
adopted the provisions of SFAS No. 161, but does not expect it to have a
material impact on its consolidated financial position, results of operations or
cash flows.





In
December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding
the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in
developing an estimate of expected term of "plain vanilla" share options in
accordance with SFAS No. 123 (R), Share-Based Payment.  In particular,
the staff indicated in SAB 107 that it will accept a company's election to use
the simplified method, regardless of whether the company has sufficient
information to make more refined estimates of expected term. At the time SAB 107
was issued, the staff believed that more detailed external information about
employee exercise behavior (e.g., employee exercise patterns by industry and/or
other categories of companies) would, over time, become readily available to
companies. Therefore, the staff stated in SAB 107 that it would not expect a
company to use the simplified method for share option grants after December 31,
2007. The staff understands that such detailed information about employee
exercise behavior may not be widely available by December 31, 2007. Accordingly,
the staff will continue to accept, under certain circumstances, the use of the
simplified method beyond December 31, 2007. The Company currently uses the
simplified method for “plain vanilla” share options and warrants, and will
assess the impact of SAB 110 for fiscal year 2009. It is not believed that this
will have an impact on the Company’s consolidated financial position, results of
operations or cash flows.





In
December 2007, the FASB issued SFAS No. 160, Non-controlling Interests in
Consolidated Financial Statements—an amendment of ARB No. 51.  This
statement amends ARB 51 to establish accounting and reporting standards for the
non controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. It clarifies that a non-controlling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity
in the consolidated financial statements.





Unaudited





12





MILLENNIUM
ENERGY CORP.


Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.


(An
Exploration Stage Company)


Condensed
Notes to Financial Statements


Period
Ended June 30, 2009 – Page 7





11.      RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)





Before
this statement was issued, limited guidance existed for reporting
non-controlling interests. As a result, considerable diversity in practice
existed. So-called minority interests were reported in the consolidated
statement of financial position as liabilities or in the mezzanine section
between liabilities and equity. This statement improves comparability by
eliminating that diversity. This statement is effective for fiscal years, and
interim periods within those fiscal years, beginning on or after December 15,
2008 (that is, January 1, 2009, for entities with calendar
year-ends).  Earlier adoption is prohibited.  The effective
date of this statement is the same as that of the related Statement 141 (revised
2007).  The Company will adopt this Statement beginning March 1, 2009.
It is not believed that this will have an impact on the Company’s consolidated
financial position, results of operations or cash flows.





In
December 2007, the FASB, issued FAS No. 141 (revised 2007), Business
Combinations’.  This Statement replaces FASB Statement No. 141,
Business Combinations, but retains the fundamental requirements in
Statement 141.  This Statement establishes principles and
requirements for how the acquirer: (a) recognizes and measures in its financial
statements the identifiable assets acquired, the liabilities assumed, and any
non-controlling interest in the acquire; (b) recognizes and measures the
goodwill acquired in the business combination or a gain from a bargain purchase;
and (c) determines what information to disclose to enable users of the financial
statements to evaluate the nature and financial effects of the business
combination. This statement applies prospectively to business combinations for
which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2008. An entity may not
apply it before that date. The effective date of this statement is the same as
that of the related FASB Statement No. 160, Non-controlling Interests in
Consolidated Financial Statements.  The Company will adopt this
statement beginning March 1, 2009. It is not believed that this will have an
impact on the Company’s consolidated financial position, results of operations
or cash flows.





In
February 2007, the FASB, issued SFAS No. 159, The Fair Value Option for
Financial Assets and Liabilities—Including an Amendment of FASB Statement No.
115.  This standard permits an entity to choose to measure many
financial instruments and certain other items at fair value. This option is
available to all entities. Most of the provisions in FAS 159 are elective;
however, an amendment to FAS 115 Accounting for Certain Investments in Debt and
Equity Securities applies to all entities with available for sale or trading
securities. Some requirements apply differently to entities that do not report
net income. SFAS No. 159 is effective as of the beginning of an entity’s first
fiscal year that begins after November 15, 2007. Early adoption is permitted as
of the beginning of the previous fiscal year provided that the entity makes that
choice in the first 120 days of that fiscal year and also elects to apply the
provisions of SFAS No. 157 Fair Value Measurements.  The Company will
adopt SFAS





No. 159
beginning March 1, 2008 and is currently evaluating the potential impact the
adoption of this pronouncement will have on its consolidated financial
statements.





Unaudited





13





MILLENNIUM
ENERGY CORP.


Formerly
CBp Carbon Green, Inc. and formerly Shopper’s Wallet Inc.


(An
Exploration Stage Company)


Condensed
Notes to Financial Statements


Period
Ended June 30, 2009 – Page 8





11.      RECENT
ACCOUNTING PRONOUNCEMENTS (CONTINUED)





In
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. 
This statement defines fair value, establishes a framework for measuring fair
value in generally accepted accounting principles (GAAP), and expands
disclosures about fair value measurements. This statement applies under other
accounting pronouncements that require or permit fair value measurements, the
Board having previously concluded in those accounting pronouncements that fair
value is the relevant measurement attribute. Accordingly, this statement does
not require any new fair value measurements. However, for some entities, the
application of this statement will change current practice. This statement is
effective for financial statements issued for fiscal years beginning after
November 15, 2007, and interim periods within those fiscal years. Earlier
application is encouraged, provided that the reporting entity has not yet issued
financial statements for that fiscal year, including financial statements for an
interim period within that fiscal year. The Company will adopt this statement
March 1, 2008, and it is not believed that this will have an impact on the
Company’s consolidated financial position, results of operations or cash
flows.





Unaudited





14




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





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





Overview





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





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





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





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





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




15




We
maintain our statutory registered agent’s office at Eastbiz.com Inc. of 5348
Vegas Dr., Las Vegas, NV  89108 and our corporate office is located at
43 Pireos St., Ano Voula, Athens, Greece.  Our telephone number is
011-30-210-895-8786.





Business
and Plan of Operation





We are an
exploration stage corporation.  An exploration stage corporation is
one engaged in the search for mineral deposits or reserves which are not in
either the development or production stage.  We intend to focus our
exploration activities on uranium mineral properties in various regions around
the globe and this may result in the acquisition of other entities that own
certain mineral rights or licenses.  We have no plans to change our
business activities from mineral exploration.





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





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





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


16




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





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





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





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





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





Limited
Operating History; Need for Additional Capital





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





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





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




17




Liquidity
and Capital Resources





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





At June
30, 2009, we had working capital deficiency of $230,215, whereas at June 30,
2008, we had a working capital deficiency of $88,793.  Cash and cash
equivalents from inception to June 30, 2009, have been insufficient to provide
the working capital necessary to operate.  At June 30, 2009, our total
assets consisted of cash of $470 and resource property of $6,000,000 compared to
assets with a value of $15,399 at June 30, 2008.





From
inception to June 30, 2009, we have incurred losses of $305,215.  The
principal components of our losses for the six month period ended June 30, 2009,
included general and administrative costs of $50,723.





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





As of
June 30, 2009, our total assets were $6,000,470 our total liabilities were
$230,685; and, we had cash resources of $470.





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





Results
of Operation





Net
Loss.  Our net loss from inception to June 30, 2009 is
$305,215.  Our net loss for the six month period ended June 30, 2009
is $50,732.  The principal components of our losses for the six month
period ended June 30, 2009, included general and administrative costs of $50,732
compared to $79,797 for the six months ended June 30, 2008.  This
condition raises substantial doubt about our ability to continue as a going
concern.  Our continuation as a going concern is dependent on our
ability to meet our obligations, to obtain additional financing as may be
required and ultimately to attain profitability.  The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.





Net Operating
Losses.  As of June 30, 2009, we have a net operating loss
carry forward of approximately $305,215 which will expire 19 years from the date
the loss was incurred.





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





Off-Balance
Sheet Arrangements





We have
no off-balance sheet arrangements.





ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK





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




18




ITEM
4T. CONTROLS AND PROCEDURES





Evaluation
of Disclosure Controls and Procedures





Our
management, with the participation of our President, evaluated the effectiveness
of our disclosure controls and procedures as of the end of the period covered by
this report.  Based on that evaluation, our President concluded that
our disclosure controls and procedures as of the end of the period covered by
this report were effective such that the information required to be disclosed by
us in reports filed under the Securities Exchange Act of 1934 is: (1) recorded,
processed, summarized and reported within the time periods specified in the
SEC's rules and forms; and (2) accumulated and communicated to our management,
including our President, as appropriate to allow timely decisions regarding
disclosure.  A controls system cannot provide absolute assurance,
however, that the objectives of the controls system are met, and no evaluation
of controls can provide absolute assurance that all control issues and instances
of fraud, if any, within a company have been detected.





Internal
Control Over Financial Reporting





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





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





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





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





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




19




As of
June 30, 2009 management assessed the effectiveness of our internal control over
financial reporting based on the criteria for effective internal control over
financial reporting established in Internal Control—Integrated Framework issued
by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO")
and SEC guidance on conducting such assessments.  Based on that
evaluation, they concluded that, during the period covered by this report, such
internal controls and procedures were not effective to detect the inappropriate
application of US GAAP rules as more fully described below.  This was
due to deficiencies that existed in the design or operation of our internal
controls over financial reporting that adversely affected our internal controls
and that may be considered to be material weaknesses.





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 June 30, 2009.





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





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





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





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





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


Changes
in Internal Control Over Financial Reporting





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




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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





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





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





None.





ITEM
3. DEFAULTS UPON SENIOR SECURITIES





None.





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





None.





ITEM
5. OTHER INFORMATION





On July
17, 2009, we appointed Quicksilver Stock Transfer, LLC, of P.O. Box 371270, Las
Vegas, Nevada, 89137, Phone: (702) 629-1883, Fax: (702) 562-9791 as our new
transfer agent and registrar of the securities of the Company, and cancelled the
appointment of Island Stock Transfer as our transfer agent.





ITEM
6. EXHIBITS





(a)           Exhibit
List





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


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


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


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




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SIGNATURES





Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.





MILLENNIUM
      ENERGY CORP.
                    (Registrant)Date:  August
      18, 2009
                  By:
      /s/ Jana WhitlockJana
      WhitlockPresident,
      CEO, CFO, Secretary,Treasurer and Director
                    (Principal
      Executive Officer andPrincipal Financial
  Officer)




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