Churchill Ventures LTD SC 13G/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G
Under the Securities Exchange Act of 1934

(Amendment No. 1)

CHURCHILL VENTURES LTD.

(Name of Issuer)

COMMON STOCK, PAR VALUE $0.001 PER SHARE

(Title of Class of Securities)

17157P109

(CUSIP Number)

SEPTEMBER 5, 2007

(Date of event which requires filing of this statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

þ Rule 13d-1(b) (as to Millenco LLC)

þ Rule 13d-1(c) (as to Millennium Partners, L.P.)

o Rule 13d-1(d)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Millennium Partners, L.P. 13-3521699
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 210,000
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 210,000



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 210,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 1.3%
12	TYPE OF REPORTING PERSON PN



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Millenco LLC 13-3532932
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 400,210
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 400,210



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 400,210
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 2.4%
12	TYPE OF REPORTING PERSON OO, BD



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Millennium Management LLC 13-3804139
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 610,210
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 610,210



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 610,210
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7%
12	TYPE OF REPORTING PERSON OO



1	NAMES OF REPORTING PERSONS. I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY). Israel A. Englander
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) o (b) þ
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION United States



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	5	SOLE VOTING POWER -0-
	6	SHARED VOTING POWER 610,210
	7	SOLE DISPOSITIVE POWER -0-
	8	SHARED DISPOSITIVE POWER 610,210



9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 610,210
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES o
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 3.7%
12	TYPE OF REPORTING PERSON IN



Item 1.
	(a)	Name of Issuer:

		Churchill Ventures Ltd., a Delaware corporation (the "Company").

	(b)	Address of Issuer’s Principal Executive Offices:

		50 Revolutionary Road Scarborough, New York 10510

Item 2.	(a)	Name of Person Filing:
	(b)	Address of Principal Business Office:
	(c)	Citizenship:

		Millennium Partners, L.P. c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Cayman Islands

		Millenco LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: Delaware

		Israel A. Englander c/o Millennium Management LLC 666 Fifth Avenue New York, New York 10103 Citizenship: United States

	(d)	Title of Class of Securities:

		common stock, par value $0.001 per share ("Common Stock")

	(e)	CUSIP Number:

		17157P109

Item 3. If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b), check whether the person filing is a:



(a)	þ	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	o	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	o	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	o	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

(e)	o	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);




(g)	þ	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);



(h)	o	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	o	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	o	Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

(a) Amount Beneficially Owned:

As of the date of this filing: (i) Millennium Partners, L.P., a Cayman Islands exempted limited partnership ("Millennium Partners") may be deemed to be the beneficial owner of 210,000 shares of Common Stock; and (ii) Millenco LLC, a Delaware limited liability company ("Millenco") (formerly known as Millenco, L.P.) may be deemed to be the beneficial owner of 400,210 shares of Common Stock, which shares are a constituent part of the Company’s Units ("Units") of which Millenco holds 400,210. Each Unit consists of (a) one share of Common Stock, and (b) one warrant ("Warrant"). Each Warrant entitles the holder to purchase one share of the Company’s Common Stock at a price of $6.00. Each Warrant will become exercisable on the later of the Company’s completion of a business combination and March 1, 2008, and will expire on March 1, 2011, or earlier upon redemption. As of the date of this filing, the Company has not announced the completion of a business combination.

In addition to the 400,210 Warrants held by Millenco as a constituent part of the Units, Millenco holds an additional 862,375 Warrants.

Millennium Management LLC, a Delaware limited liability company ("Millennium Management"), is the managing partner of Millennium Partners and the manager of Millenco, and consequently may be deemed to have shared voting control and investment discretion over securities owned by Millennium Partners and Millenco. Israel A. Englander ("Mr. Englander") is the managing member of Millennium Management. As a result, Mr. Englander may be deemed to have shared voting control and investment discretion over securities deemed to be beneficially owned by Millennium Management. The foregoing should not be construed in and of itself as an admission by Millennium Management or Mr. Englander as to beneficial ownership of the shares owned by Millennium Partners or Millenco.

Note: Integrated Holding Group LP, a Delaware limited partnership ("Integrated Holding Group"), is a non-managing member of Millenco. As a non-managing member, Integrated Holding Group has no investment or voting control over Millenco or its securities positions.

(b) Percent of Class:

Millennium Management and Mr. Englander may be deemed to be the beneficial owners of 3.7% of the Company’s Common Stock (see Item 4(a) above), which percentage was calculated based on 16,597,400 shares of Common Stock outstanding as of August 2, 2007, as disclosed by Company on its Quarterly Report on Form 10-Q, dated August 6, 2007.

(i) Sole power to vote or to direct the vote
   -0-

(ii) Shared power to vote or to direct the vote

   610,210
(iii) Sole power to dispose or to direct the disposition of

   -0-

(iv) Shared power to dispose or to direct the disposition of

   610,210

Item 5. Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following þ .

Item 6. Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8. Identification and Classification of Members of the Group

See Exhibit I.

Item 9. Notice of Dissolution of Group

Not applicable.

Item 10. Certification

By signing below each of the undersigned certifies that, to the best of its knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

Exhibits:

Exhibit I: Joint Filing Agreement, dated as of September 14, 2007, by and among Millennium Partners, L.P., Millenco LLC, Millennium Management LLC and Israel A. Englander.

CUSIP No.

17157P109

SCHEDULE 13G
Page
10
of
11

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information with respect to it set forth in this statement is true, complete, and correct.

Dated: September 14, 2007

MILLENNIUM PARTNERS, L.P.

By: Millennium Management LLC
       its managing partner

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

MILLENCO LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

MILLENNIUM MANAGEMENT LLC

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander




CUSIP No.	17157P109	SCHEDULE 13G	Page	11	of	11

		EXHIBIT I

		JOINT FILING AGREEMENT

This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the shares of Common Stock, par value $0.001 per share, of Churchill Ventures Ltd., a Delaware corporation, will be filed, on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

Dated: September 14, 2007

MILLENNIUM PARTNERS, L.P.

By: Millennium Management LLC
       its managing partner

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

MILLENCO LLC

By: /s/ Mark Meskin

Name: Mark Meskin
Title:  Chief Executive Officer

MILLENNIUM MANAGEMENT LLC

By: /s/ Terry Feeney

Name: Terry Feeney
Title:  Chief Operating Officer

/s/ Israel A. Englander by David Nolan
pursuant to Power of Attorney filed with
the SEC on June 6, 2005

Israel A. Englander

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

SCHEDULE 13G