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~~September 30, 2009.

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

For the transition period from to ___________________ to ~~_________________ to _________________~~ _______________________

Commission File Number: 333-139765

MILLENNIUM ENERGY CORP. (Exact name of registrant as specified in its charter)

(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.)

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

(Registrant’s telephone number, including area code)

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

x Yes ¨ o No

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

¨ o Yes ¨ o No

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

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

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

¨ o Yes x No

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

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

¨ o Yes ¨ o No

APPLICABLE ONLY TO CORPORATE ISSUERS:

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

Class	Outstanding as of ~~August~~November 112, 2009
Common Stock, $0.0001 par value	129,999,995

TABLE OF CONTENTS

~~Forward-Looking Statements 1~~ Use of Names 13 Forward-Looking Statements 3 Part I – Financial Information 34 Item 1. Financial Statements 34 Item 2. Management’s Discussion and Analysis or Plan of Operation 15 Item 3. Quantitative and Qualitative Disclosures About Market Risk 1819 Item 4T. Controls and Procedures 19 Part II – Other Information 2119 Item 1. Legal Proceedings 2119 Item 1A. Risk Factors 2120 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 2120 Item 3. Defaults Upon Senior Securities 2120 Item 4. Submission of Matters to a Vote of Security Holders 2120 Item 5. Other Information 2120 Item 6. Exhibits 2120

USE OF NAMES

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

FORWARD-LOOKING STATEMENTS

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

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

~~USE OF NAMES~~3

InPART ~~this quarterly~~I ~~report, the terms “Millennium Energy”, “Company”, “we”, or “our”,~~– ~~unless~~FINANCIAL ~~the context otherwise requires, mean Millennium Energy Corp. and its subsidiaries, if any.~~INFORMATION

ITEM 1. FINANCIAL STATEMENTS

MILLENNIUM ENERGY CORP.

Formerly CBp Carbon Green, Inc.

and

Formerly Shopper’s Wallet, Inc.

Financial Statements

~~June~~September 30, 2009

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~~September 30, 2009

(An Exploration Stage Company)

	Unaudited			Audited
				(Restated)
	June 30,			December31,
	Unaudited			Unaudited
	September 30,			December31,
	2009			2008
ASSETS
Current Assets
Cash	$	~~470~~13		$	1,855
Total Current Assets		~~470~~13			1,855
Resource Property –Note 4		640,000~~,000~~			640,000~~,000~~
Total Asset	$	640,~~000,470~~013		$	641,~~001,~~855
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts payable	$	6465,~~738~~407		$	21,150
Loan from a former director – Note 6		9,067			9,067
Loan payable –Related parties – Note 7		156,880			151,130
Due to related parties – Note 7		166,880			151,130
Total Current Liabilities	$	~~230~~241,~~685~~354		$	181,347
Stockholders’ Equity – Note 5 and 6
Preferred Stock
Authorized 50,000,000 shares, par value $0.0001	$	-		$	-
No shares issued or outstanding
Common Stock
Authorized 1,500,000,000 shares, par value $0.0001
Issued and outstanding is 129,999,995 on June 30, 2009 and on December 31, 2008		13,000			13,000
Issued and outstanding is 129,999,995 on September 30, 2009
Additional paid in capital		6,062,000			6,062,000
and on December 31, 2008		13,000			13,000
Deficit accumulated during the Exploration stage		(305,215	)		(254,492	)
Additional paid in capital		102,000			102,000
Total Stockholders’ Equity		5,769,785			5,820,508
Deficit accumulated during the Exploration stage		(316,341	)		(254,492	)
Total Liabilities and Stockholders’ Equity	$	6,000,470		$	6,001,855
Total Stockholders’ Equity		(201,341	)		(139,492	)
Total Liabilities and Stockholders’ Equity	$	40,013		$	41,855

Unaudited

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP.

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

Condensed Statements of Operations

(An Exploration Stage Company)

													Cumulative
													Amounts from
	3 Months			3 Months			69 Months			69 Months			June 28, 2006
	Ended			Ended			Ended			Ended			(Inception) to
	June 30,			June 30,			June 30,			June 30,			June 30,
	Sept. 30,			Sept. 30,			Sept. 30,			Sept. 30,			Sept. 30,
	2009			2008			2009			2008			2009
Revenue	$	-		$	-		$	-		$	-		$	-
Expenses
General and administrative		6,~~832~~065			321,~~847~~126			508,~~723~~032			794,~~797~~869			~~189~~36,~~921~~487
Property development		-			-			-			-			75,000
Legal and accounting		5,061			7,000			53,817			83,054			164,560
Property development		-			75,000			-			75,000			75,000
Product development		-			-			-			-			38,000
		6,832			32,847			50,723			79,797			302,921
		11,126			83,126			61,849			162,923			314,047
Other Income
Interest income		-			-			-			-			231
Gain on discontinued operations		-			-			-			-			2,000
Other Expenses
Foreign exchange difference		-			-			-			-			(4,525	)
Income (loss) before income taxes		(611,~~832~~126	)		(3283,~~847~~126	)		(5061,~~723~~849	)		(79162,~~797~~923	)		(~~305~~316,~~215~~341	)
Net income (loss)	$	(6,832	)	$	(32,847	)	$	(50,723	)	$	(79,797	)	$	(305,215	)
Provision income taxes		-			-			-			-			-
Net income (loss)	$	(11,126	)	$	(83,126	)	$	(61,849	)	$	(162,923	)	$	(316,341	)
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
Weighed average number of common shares		129,999,995			123,695,646			129,999,995			114,615,378

Unaudited

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP.

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

Condensed Statements of Stockholder’s Equity (Restated)

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

(An Exploration Stage Company)

												Accumulated
												Deficit
									Additional			During the
	Preferred Stock				Common Stock				Paid in			Exploration			Total
	Shares		Amount		Shares		Amount		Capital			Stage			Equity
Inception, 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	)		-			5,000
Initial capitalization, sale of common stock
to Directors on June 28, 2006 at $0.000067/share		-		-		75,000,000		7,500		(2,500	)		-			5,000
Net (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			-			70,000
Net (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 property
September 22, 2008 (20,000,000 shares issued at $0.30)		-		-		20,000,000		2,000		5,998,000			-			6,000,000
September 22, 2008 (20,000,000 shares issued at $0.002)		-		-		20,000,000		2,000		38,000			-			40,000
Net (loss) for the period ending December 31, 2008		-		-		-		-		-			(170,496	)		(170,496	)
Balance, December 31, 2008		-		-		129,999,995		13,000		6102,~~062,~~000			(254,492	)		5(139,~~820,508~~492	)
Net (loss) for the period ending June 30, 2009		-		-		-		-		-			(50,723	)		(50,723	)
Net (loss) for the period ending September 30, 2009		-		-		-		-		-			(61,849	)		(61,849	)
Balance, June 30, 2009		-	$	-		129,999,995	$	13,000	$	6,062,000		$	(305,215	)	$	5,769,785
Balance, September 30, 2009		-	$	-		129,999,995	$	13,000	$	102,000		$	(316,341	)	$	(201,341	)

Unaudited

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP.

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

Condensed Statements of Cash Flows

(An Exploration Stage Company)

				(Restated)			(Restated)
							For the period
	Six months			Six months			June 28/2006
	Nine months			Nine months			June 28/2006
	Ended			Ended			(Inception) to
	June 30,			June 30,			June 30,
	Sept. 30,			Sept. 30,			Sept 30,
	2009			2008			2009
Operating activities
Net (loss)	$	(5061,~~723~~849	)	$	(79162,~~797~~923	)	$	(~~305~~316,~~215~~341	)
Increase in accounts payable		4344,~~588~~257			1220,~~591~~318			7374,~~705~~374
Net cash (used) by operating activities		(717,~~135~~592	)		(67142,~~206~~605	)		(~~231~~241,~~510~~967	)
Financing activities
Proceeds from sale of common stock		-			-			675,~~075,~~000
Increase in loan payable		5,750			-			156,880
Increase in due to related parties		15,750			75,000			166,980
Cash provided by financing activities		515,750			-75,000			6241,~~231,880~~980
Investing activities
Net increase in cash		(1,842	)		(67,605	)		13
Acquisition of resource property		-			-			(6,000,000	)
Cash, beginning of period		1,855			82,605			-
Net increase in cash		(1,385	)		(67,206	)		370
Cash, end of period	$	13		$	15,000		$	13
Cash, beginning of period		1,855			82,605			100
Supplemental Disclosure of Cash Flow Information:
Cash, end of period	$	470		$	15,399		$	470
Cash paid for:
Interest	$	-		$	-		$	-
Income taxes	$	-		$	-		$	-
Non-cash activities:	$	-		$	40,000		$	40,000
Acquisition of resource property

Supplemental Disclosure of Cash Flow Information:

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

Unaudited

The accompanying notes are an integral part of these financial statements

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended September 30, 2009

1.	GENERAL ORGANIZATION AND BUSINESS

Basis of Presentation

In the ~~Opinion~~opinion of management, the accompanying balance sheets and related interim statements of income, cash flows and ~~stockholders~~stockholder’s 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~~ statements requires management to make estimates and assumptions that affect the ~~reported~~ reported amounts of assets, liabilities and outcomes may differ from management’s estimates and assumptions. Interim results are not necessarily indicative of results for a full year. The information included in this Form 10-Q should be read in conjunction with information included in the Form 10-K.

~~Interim~~Effective ~~results~~November ~~are~~29, ~~not~~2007, ~~necessarily~~Shopper’s ~~indicative~~Wallet, Inc., a development stage company, incorporated on June 28, 2006 under the laws of ~~results~~the ~~for~~State of Nevada, completed a merger ~~full~~with its wholly owned inactive subsidiary CBp Carbon Green, ~~year~~Inc. ~~The~~Under ~~information~~the ~~included~~terms inof ~~this~~the ~~Form~~merger ~~lO-Q~~Shopper’s ~~should~~Wallet, beInc. ~~read~~is inthe ~~conjunction~~surviving ~~with~~corporation ~~information~~and ~~included~~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 ~~Form~~subsidiary ~~IO-K~~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.

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~~raising 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~~September 30, 2009, Millennium Energy Corp. had accumulated losses since inception of $~~305~~316,~~215~~341. These factors raise substantial doubt regarding Millennium Energy Corp.’s ability to continue as a going concern. The accompanying financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should Millennium Energy Corp. be unable to continue as a going concern.

2.	SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES

These financial statements are prepared on the accrual basis of accounting in conformity with accounting principles generally accepted in the United States of America.

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

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended September 30, 2009 – Page 2

Period Ended June 30, 2009 – Page 2

2.	SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)

CASH AND CASH EQUIVALENTS

For the purpose of the statement of cash flows, cash equivalents include all highly liquid investments with maturity of three months or less.

EARNINGS (LOSS) PER SHARE

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

PROPERTY DEVELOPMENT

Property development costs are written off as expenses when incurred.

DIVIDENDS

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

INCOME TAXES

The Company provides for income taxes under ~~Statement~~Accounting ofStandards ~~Financial~~Codification ~~Accounting~~Topic ~~Standards~~740 ~~No. 109~~ (~~SFAS~~ASC ~~109~~740). ~~SFAS~~ASC ~~109~~740 requires the use of an asset and liability approach in accounting for income taxes. See Footnote 3.

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

810

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended September 30, 2009 – Page 3

Period Ended June 30, 2009 – Page 3

2.	SUMMARY OF SIGNIFICANT ACCOUNTING PRACTICES (CONTINUED)

NET INCOME PER COMMON SHARE

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~~ASC ~~109~~740. A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities.

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

No provision for income taxes is included in the statement due to its immaterial amount, net of the allowance account, based on the likelihood of the Company to utilize the loss carry-forward.

4.	RESOURCE PROPERTY

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

~~5. STOCKHOLDERS’~~The ~~EQUITY~~resource property was valued at $40,000 based on the last security traded price.

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

911

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended September 30, 2009 – Page 4

5. STOCKHOLDERS’ ~~EQUITY~~ ~~(CONTINUED)~~EQUITY

AUTHORIZED

The Company was initially authorized to issue 50,000,000 shares of preferred stock at $0.0001 par value per share and 1,500,000,000 shares of $0.0001 par value common stock.

ISSUED AND OUTSTANDING

On June 28, 2006 (inception), the Company issued 575,000,000 shares of its common stock to to its Directors for cash of $5,000. See Note 6.

On June 18, 2007, the Company closed a private placement for 234,~~333~~999,~~333~~995 common shares at a price of $0.03002 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 ~~the~~Company 15issued ~~to 1 forward stock split effective November 29~~20, ~~2007~~000,000 ~~the~~common ~~Company’s issued~~shares ~~and~~on ~~outstanding~~September ~~share capital has increased from 7~~22,~~333,333~~ ~~share~~2008 ~~of common stock~~ to ~~109,999,995~~acquire resource ~~shares~~property ofvalued ~~common~~at ~~stock~~$40,000.

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~~company’s Directors provide office space free of charge.

On June 28, 2006 (inception), the Company issued 575,000,000 ~~share~~shares of its common stock to 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~~September 30, 2009. See Footnote 11.

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

1012

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended September 30, 2009 – Page 5

7.	DUE TO RELATED PARTIES

Total of $166,880 bears no interest and has no fixed term of repayment. The loans are comprised of $69,655 from an individual who is a shareholder of the Company as well as $97,225 from companies that are controlled by the same shareholders.

8.	GOING CONCERN

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has net losses for the period from inception to ~~June~~September 30, 2009 of $~~305~~316,~~215~~341. This ~~condition~~ condition raises substantial doubt about the Company’s ability to continue as a ~~going~~ going concern. The Company’s continuation as a going concern is ~~dependent~~ 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~~September 30, 2009, the Company has a net operating loss carry forward of approximately $~~305~~316,~~215~~341 which will expire 19 years from the date the loss was incurred.

10.	OTHER COMMITMENTS

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

11. ~~RECENT ACCOUNTING~~ ~~PRONOUNCEMENTS~~SUBSEQUENT EVENT

InThe ~~June 2008,~~Company ~~the~~has ~~FASB~~evaluated ~~issued~~subsequent ~~FASB~~events ~~Staff~~through ~~Position~~November ~~EITF~~25, ~~03-6-1~~2009, ~~Determining~~the ~~Whether Instruments~~date ~~Granted~~which inthe ~~Share-Based~~financial ~~Payment~~statements ~~Transactions~~were ~~Are~~available ~~Participating~~to ~~Securities, (“FSP~~be ~~EITF 03-6-1”)~~issued.A ~~FSP~~former ~~EITF~~director ~~03-6-1 addresses whether instruments granted in~~has ~~share-based~~signed ~~payment~~a ~~transactions~~waiver ~~are~~of ~~participating~~indebtedness ~~securities prior~~ to ~~vesting, and therefore need to be included in~~ the ~~computation~~outstanding ofbalance ~~earnings~~owing ~~per~~to ~~share~~him ~~under~~as at ~~the~~June ~~two-class~~30, ~~method~~2009 ~~as described~~ in ~~FASB~~the ~~Statement~~amount of ~~Financial Accounting Standards No. 128~~$9,067, ~~“Earnings per Share.” FSP EITF 03-6-1 is~~ effective ~~for financial~~November ~~statements issued for fiscal years beginning on or after December 15~~17, ~~2008 and earlier adoption is prohibited~~2009. ~~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 position and 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

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

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

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

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

MILLENNIUM ENERGY CORP.

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

(An Exploration Stage Company)

Condensed Notes to Financial Statements

Period Ended September 30, 2009 – Page 6

1112. ~~RECENT ACCOUNTING~~ ~~PRONOUNCEMENTS~~Restatement ~~(CONTINUED)~~of Resource Property

InThe ~~September~~resource ~~2006,~~property ~~the~~has ~~FASB~~been ~~issued~~restated ~~SFAS No. 157, Fair Value Measurements. This statement defines fair value, establishes a framework~~ for ~~measuring~~2008 ~~fair value~~due into ~~generally~~correction ~~accepted~~of ~~accounting~~an ~~principles~~error (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~~valuation ~~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~~mining ~~entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year~~claim. ~~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.~~

	December 31,
Prior Balance Sheet	2008

Resource Property	$	6,000,000

Capital stock		2,000
Additional paid in capital		5,998,000

	$	6,000,000

Restated Balance Sheet
Resource property	$	40,000

Capital stock		2,000
Additional paid in capital		38,000

	$	40,000

The restatement has no effect on the net income or retained earnings or earnings (loss) per share.

Unaudited

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.

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.

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

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

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

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

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

Limited Operating History; Need for Additional Capital

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

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

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

Liquidity and Capital Resources

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

At ~~June~~ September 30, 2009, we had working capital deficiency of $~~230~~241,~~215~~341, whereas at December ~~June 30~~31, 2008, we had a working capital deficiency of $88179,~~793~~492. Cash and cash equivalents from inception to ~~June~~September 30, 2009, have been insufficient to provide the working capital necessary to operate. At ~~June~~September 30, 2009, our total assets consisted of cash of $~~470~~13 and resource property of $640,000~~,000~~ compared to assets with a value of $1541,~~399~~ 855 at ~~June~~December 3031, 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 $50,723.17

From inception to September 30, 2009, we have incurred losses of $316,341. The principal component of our losses for the nine month period ended September 30, 2009, was legal and accounting costs of $53,817.

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

As of ~~June~~September 30, 2009, our total assets were $640,~~000,470~~013 our total liabilities were $~~230~~241,~~685~~354; and, we had cash resources of $~~470~~13.

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

Results of Operation

~~Net~~Three ~~Loss. Our~~Month ~~net~~Period ~~loss~~Ended ~~from~~September ~~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.~~Revenues: ~~As of June 30, 2009, we~~ We have anot ~~net~~generated ~~operating~~any ~~loss carry~~revenues ~~forward~~to ofdate ~~approximately $305,215 which will expire 19 years~~ from ~~the~~our ~~date the loss was incurred~~operations.

~~Revenues.~~General and administrative: WeOur general and administrative expenses were ~~have~~$6,065 ~~not~~and ~~generated~~$1,126 ~~any~~for ~~revenues~~the tothree ~~date~~months ~~from~~ended ~~our~~September ~~operations~~30, 2009 and 2008, respectively.

Legal and accounting: Our legal and accounting expenses were $5,061 and $7,000 for the three months ended September 30, 2009 and 2008, respectively.

Property development: Our property development expenses were $nil and $75,000 for the three months ended September 30, 2009 and 2008, respectively as the Company did not undertake any development during the three month period ended September 30, 2009.

Net Loss: Net loss was $11,126 and $83,126 for the three months ended September 30, 2009 and 2008, respectively. This decrease in net loss of $72,000 resulted primarily from a decrease in property development expenses and a decrease in legal and accounting expenses of the Company during the three months ended September 30, 2009.

Nine Month Period Ended September 30, 2009

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

General and administrative: Our general and administrative expenses were $8,032 and $4,869 for the nine months ended September 30, 2009 and 2008, respectively.

Legal and accounting: Our legal and accounting expenses were $53,817 and $83,054 for the nine months ended September 30, 2009 and 2008, respectively.

Property development: Our property development expenses were $nil and $75,000 for the nine months ended September 30, 2009 and 2008, respectively as the Company did not undertake any development during the nine month period ended September 30, 2009.

Net Loss: Net loss was $61,849 and $162,923 for the nine months ended September 30, 2009 and 2008, respectively. This decrease in net loss of $101,074 resulted primarily from a decrease in general and administrative expenses, a decrease in legal and accounting expenses and a decrease in property development expenses of the Company during the nine months ended September 30, 2009.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

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

ITEM 4T. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

Our management, ~~with~~is ~~the~~responsible ~~participation~~for ofestablishing ~~our~~and ~~President,~~maintaining ~~evaluated~~a ~~the~~system ~~effectiveness~~ of ~~our~~ disclosure controls and procedures (as ofdefined ~~the~~in ~~end~~Rule of13a-15(e)) ~~the~~under ~~period covered by~~the ~~this~~Exchange ~~report. Based~~Act) on that ~~evaluation,~~is ~~our~~designed ~~President~~to ~~concluded~~ensure that ~~our~~ ~~disclosure~~information ~~controls~~required ~~and~~to ~~procedures~~be disclosed asby of the ~~end~~Company ofin the ~~period~~reports ~~covered by this report were effective such~~ that ~~the~~we ~~information~~file ~~required~~or tosubmit ~~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~~ Commission's rules and forms;. Disclosure controls and ~~(2)~~procedures ~~accumulated~~include, without limitation, controls and ~~communicated~~procedures designed to ensure ~~our~~that ~~management, including~~information ~~our~~required ~~President,~~to asbe ~~appropriate~~disclosed toby ~~allow~~an ~~timely~~issuer ~~decisions~~in ~~regarding~~the reports ~~disclosure. A~~that ~~controls~~it ~~system~~files ~~cannot~~or ~~provide~~submits ~~absolute~~under ~~assurance, however,~~the ~~that~~Exchange ~~the~~Act ~~objectives~~is ofaccumulated ~~the~~and ~~controls~~communicated to ~~system~~the ~~are~~issuer's ~~met~~management, ~~and~~including noits ~~evaluation of~~principal ~~controls~~executive ~~can~~officer ~~provide~~or officers ~~absolute~~and ~~assurance~~principal ~~that~~financial ~~all~~officer ~~control~~or ~~issues~~officers, ~~and~~or ~~instances~~persons performing ofsimilar ~~fraud~~functions, ifas ~~any,~~appropriate ~~within~~to aallow ~~company~~timely ~~have~~decisions ~~been~~regarding ~~detected~~required disclosure.

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

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

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

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

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

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

As of 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.

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~~None.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 Whitlock
Date: November 27, 2009	By: /s/ Jana Whitlock
	Jana Whitlock
	President, CEO, CFO, Secretary,Treasurer and Director (Principal Executive Officer andPrincipal Financial Officer)
	President, CEO, CFO, Secretary, Treasurer and Director (Principal Executive Officer and Principal Financial Officer)

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