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MILLENNIUM ENERGY CORP.

US:MENC
No current share price held for this company.

Past year: ▲ 0%(1.60c – 1.60c USD)

Market cap
—
Shares on issue
—
Story beats
12 since 2007
Last event
17 June 2013

History

A tiny Israeli e-commerce shell turned uranium explorer in Slovakia, then lost its auditor, stopped reporting after 2009 and had its SEC registration revoked in 2013.

2007-2008: A shell changes hands and direction

Millennium Energy Corp. began as Shopper's Wallet, Inc., a tiny e-commerce shell based in Raanana, Israel, incorporated in Nevada in 2006. On November 8, 2007, Jana Whitlock agreed to buy out the two founders, Jacob Perry and Dejan Mirkovic, who held 2,500,000 shares each. She paid $25,000 apiece, $50,000 in all, and took 68.18% of the company. Both founders agreed to resign as officers and directors. It was a private share purchase, not the acquisition of any outside business.

On November 29, 2007, the company renamed itself CBp Carbon Green, Inc. and carried out a 15-for-1 forward split, which lifted its shares from 7,333,333 to 109,999,995. The plan did not last. A third party, Ariana Intervest Ltd., would not let the company use the CBp name or the related technology, and on March 26, 2008 it was renamed Millennium Energy Corp., with a new direction: uranium exploration.

2008-2009: The Slovak uranium property

On September 22, 2008, Millennium acquired a 25-year exclusive right to the Spišské Vlachy uranium-molybdenum-copper property in Eastern Slovakia, covering 41.4 square kilometres. It bought the right from Central European Metals S.R.O. and paid entirely in stock, issuing 20,000,000 restricted shares and no cash. The property carries a 1% royalty, and the deal committed Millennium to spend at least €5,000,000 on it by July 2013.

The company's first full annual report, for 2008, showed a cumulative loss since inception of $254,492 and no revenue. Total assets of $6,001,855 were almost all the $6,000,000 value the company placed on the Slovak property.

2009-2010: Auditor trouble and restatement

In August 2009 the company dismissed its auditor, Moore & Associates Chartered, and appointed Seale and Beers, CPA's, LLC. On August 27, 2009 the PCAOB, the US audit regulator, revoked Moore's registration for breaches of auditing and quality-control standards, fraud rules and failing to cooperate with an investigation. SEC staff directed the company to disclose this and to have its new auditor re-audit the prior year. Millennium amended its filing on September 10, 2009.

Its last quarterly report, filed November 27, 2009, showed a nine-month loss of $61,849, against $162,923 a year earlier, with the company largely dormant. Cumulative losses stood at $316,341. On December 8, 2009 the board decided that the 2008 annual report and the first two 2009 quarterly reports could no longer be relied on, because the book value of the Slovak property had to be restated. On January 25, 2010 the restatement was extended to the third quarter of 2009.

2010-2013: Silence and revocation

No restated accounts and no 2009 annual report were ever filed. The record is silent after the January 2010 notice. The filings do not say what became of the Slovak property or whether the €5,000,000 spending commitment was met. On June 17, 2013, the SEC revoked Millennium Energy's securities registration for failure to file periodic reports, more than three years after its last filing.

Written from the 12 story beats below (2007 to 17 June 2013), which come from the company's own announcements and filings.

Beat by beat

The events that changed the company's story, in plain English, each written against everything known about the company at the time. The dot shows whether it was good, bad or neutral for shareholders.

2013

  1. 17 June

    The SEC revoked Millennium Energy Corp.'s securities registration effective June 17, 2013, for failure to file periodic reports - more than three years after its last filing.

    registration revoked

2010

  1. 25 Jan

    The same resource-property valuation restatement was extended to cover the Q3 2009 (Sept 30, 2009) financial statements as well.

    financial restatement

2009

  1. 10 Dec

    Millennium's board determined on December 8, 2009 that its FY2008 annual report and Q1/Q2 2009 financial statements (all originally audited by the now-deregistered Moore & Associates) could no longer be relied on, due to a restatement of the book value of its Slovak uranium property, and would need to be re-filed with restated figures.

    financial restatement

  2. 27 Nov

    Reported a net loss of just $61,849 for the first nine months of 2009 (versus $162,923 for the same period in 2008) as the company sat largely dormant amid its accounting overhaul; cumulative losses since inception reached $316,341. These figures were later folded into the restatement, and this would prove to be the company's last quarterly filing before it stopped reporting altogether.

    quarterly activities report

  3. 10 Sept

    Millennium amended its auditor-change 8-K to say the SEC had advised it that the PCAOB revoked Moore & Associates Chartered's registration on August 27, 2009. It also said it had been unable to obtain Moore's Exhibit 16.1 letter.

    auditor change

  4. 3 Sept

    SEC staff informed the company that on August 27, 2009 the PCAOB had revoked Moore & Associates Chartered's registration entirely, for violations of PCAOB auditing standards, quality-control rules, securities-fraud rules and noncooperation with a PCAOB investigation - and directed Millennium to amend its August auditor-change 8-K to disclose this, and to have its new auditor re-audit the prior year's financials.

    auditor change

  5. 15 Apr

    FY2008 (its first full Form 10-K): cumulative net loss since inception reached $254,492 (still no revenue), while total assets jumped to $6,001,855 - almost entirely the $6,000,000 book value the company assigned its new Slovak uranium property rights (paid for in stock, not cash). This valuation would be restated downward a year later.

    annual report

2008

  1. 29 Sept

    Millennium acquired a 100% undivided interest (subject to a 1% net refining return royalty) in the 41.4 sq km Spišské Vlachy uranium property in Eastern Slovakia from Central European Metals S.R.O. for 25 years from June 30, 2008. It paid by issuing 20,000,000 restricted shares on September 22, 2008.

    asset acquisition disposition

  2. 31 Mar

    Effective March 26, 2008, the company merged with a subsidiary to rename itself Millennium Energy Corp. (ticker MLME). The new name reflected a change of business direction from an intended pyrolysis technology license to uranium exploration.

    bylaws amendment

2007

  1. 29 Nov

    Effective November 29, 2007, the company completed an internal merger with its own subsidiary to rename itself "CBp Carbon Green, Inc." and effected a 15-for-1 forward stock split, taking issued shares from 7,333,333 to 109,999,995 under new ticker CBPG.

    bylaws amendment

  2. 8 Nov

    A change of control: Jana Whitlock agreed to buy out both founders - President/CEO Jacob Perry and Secretary/Treasurer Dejan Mirkovic, 2,500,000 shares each - for $25,000 apiece ($50,000 total), giving her 68.18% of the company; Perry and Mirkovic agreed to resign as officers and directors in her favor.

    director officer appointment

  3. 8 Nov

    The Rule 14f-1 information statement disclosing the same Jana Whitlock change-of-control and board turnover described in the same day's 8-K - a pure private stock purchase and management handover, not an acquisition of any outside business.

    director officer appointment