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


                                   FORM 10-QSB

(MARK ONE)

|X|      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934


                  For the quarterly period ended June 30, 2003


| |      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

           For the transition period from                  to


                        Commission file number 000-50348
                                               ---------

                       MILLSTREAM ACQUISITION CORPORATION
        (Exact Name of Small Business Issuer as Specified in Its Charter)

                Delaware                               06-1688360
        (State of Incorporation)            (I.R.S. Employer Identification No.)

      435 Devon Park Drive, Bldg. 400                   (610) 293-2511
         Wayne, Pennsylvania 19087               (Issuer's Telephone Number,
 (Address of Principal Executive Offices)            Including Area Code)




      State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date: 4,775,000 as of September 30,
2003

      Transitional small business disclosure format.  Yes     | |  No |X|

<PAGE>

<TABLE>
<CAPTION>

<S>                                                                                                                     <C>
                        MILLSTREAM ACQUISTION CORPORATION
                    (a corporation in the development stage)

                                FORM 10-QSB INDEX
                                                                                                                  Page No.
                                                                                                                 -----------

Part I.        FINANCIAL INFORMATION:

               Item 1 - Financial Statements (Unaudited)

                        Balance Sheet at June 30, 2003                                                                  2

                        Statement of Cash Flows for the Period from April 11, 2003 (inception) to
                        June 30, 2003                                                                                   3

                        Notes to Unaudited Financial Statements                                                         4

               Item 2 - Management's Discussion and Analysis or Plan of Operations                                      7

               Item 3 - Controls and Procedures                                                                         8


Part II.       OTHER INFORMATION:

               Item 2 - Changes in Securities and Use of Proceeds                                                       8

               Item 6 - Exhibits and Reports on Form 8-K                                                                9

               Signature Page                                                                                          10

</TABLE>

                                       1
<PAGE>

<TABLE>
<CAPTION>

                         PART I - FINANCIAL INFORMATION

                          ITEM 1 - FINANCIAL STATEMENTS

                       MILLSTREAM ACQUISITION CORPORATION
                    (a corporation in the development stage)

                            BALANCE SHEET (UNAUDITED)


                                                                                            June 30,
                                                                                              2003
                                                                                        -----------------
ASSETS
<S>                                                                                    <C>
Current assets, cash                                                                   $          23,477
Other assets, deferred costs associated with initial public offering                             118,046
                                                                                        -----------------
   Total assets                                                                        $         141,523
                                                                                        =================

LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilitites:
   Note payable, stockholder                                                           $          35,000
   Accrued expenses                                                                               81,484
                                                                                        -----------------
   Total current liabilities                                                                     116,484

Commitment

Stockholders' equity:
   Preferred stock, $.0001 par value, authorized 1,000,000 shares;                                     -
      none issued
   Common stock, $.0001 par value, authorized 20,000,000 shares; issued and
      outstanding 750,000 shares                                                                      75
   Additional paid-in capital                                                                     24,964
                                                                                        -----------------
     Total stockholders' equity                                                                   25,039
                                                                                        -----------------

     Total liabilities and stockholders' equity                                        $         141,523
                                                                                        =================
</TABLE>

            See accompanying notes to unaudited financial statements.


                                       2
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<TABLE>
<CAPTION>

                       MILLSTREAM ACQUISITION CORPORATION
                    (a corporation in the development stage)

                       STATEMENT OF CASH FLOWS (UNAUDITED)


                                                                                               April 11, 2003
                                                                                               (inception) to
                                                                                               June 30, 2003
                                                                                            -------------------
Cash flows from financing activities:
<S>                                                                                        <C>
Proceeds from note payable, stockholder                                                    $             35,000
Proceeds from sale of 750,000 shares of common stock to initial stockholders at an
     average of $.0334 per share                                                                         25,039
Costs associated with initial public offering                                                           (36,562)

                                                                                            --------------------
      Net cash provided by financing activities                                                          23,477
                                                                                            --------------------

Cash at beginning of period                                                                                   -
                                                                                            --------------------
Cash at end of period                                                                      $             23,477
                                                                                            ====================

</TABLE>



            See accompanying notes to unaudited financial statements.


                                       3
<PAGE>


                       MILLSTREAM ACQUISITION CORPORATION
                    (a corporation in the development stage)

                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

1.  Basis of Presentation

The  financial  statements  are unaudited and include the accounts of Millstream
Acquisition   Corporation  (a  corporation  in  the  development   stage)  ("the
Company").

In the opinion of management,  all adjustments  (consisting of normal  accruals)
have been made that are necessary to present  fairly the  financial  position of
the Company as of June 30, 2003 and its cash flows for the period from April 11,
2003 (inception) through June 30, 2003. As of June 30, 2003, the Company had not
yet commenced any operations and, accordingly, a statement of operations has not
been  presented.  All activity  through  June 30, 2003 relates to the  Company's
formation and preparation of its initial public offering ("the  Offering").  The
Company has selected December 31 as its fiscal year end.

The  statements  and related notes have been prepared  pursuant to the rules and
regulations of the U.S. Securities and Exchange Commission. Accordingly, certain
information and footnote  disclosures  normally included in financial statements
prepared in accordance with generally accepted  accounting  principles have been
omitted pursuant to such rules and regulations.

2.  Organization and Business Operations

The  Company  was  incorporated  in  Delaware on April 11, 2003 as a blank check
company whose  objective is to acquire an operating  business in an industry not
yet determined.  The Company's  initial  stockholders  purchased  750,000 common
shares, $.0001 par value, for $25,039 on April 14, 2003.

The  Company's  ability to commence  operations  is  contingent  upon  obtaining
adequate financial resources through its Offering,  which is discussed in Note 3
and Note 7. The Company's  management has broad  discretion  with respect to the
specific application of the net proceeds of the Offering, although substantially
all of the net proceeds of the  Offering  are  intended to be generally  applied
toward  consummating  a business  combination  with an operating  business in an
industry yet to be determined  ("Business  Combination").  There is no assurance
that the Company  will be able to  successfully  effect a Business  Combination.
Upon the  closing of the  Offering,  at least  ninety  percent  (90%) of the net
proceeds, after payment of certain amounts to the underwriter, will be held in a
trust account  ("Trust  Fund") and invested in government  securities  until the
earlier of (i) the  consummation of the Company's first Business  Combination or
(ii) liquidation of the Company.  The remaining  proceeds may be used to pay for
business,  legal and accounting due diligence on  prospective  acquisitions  and
continuing general and  administrative  expenses.  The Company,  after signing a
definitive agreement for the acquisition of a target business,  will submit such
transaction for stockholder  approval. In the event that stockholders owning 20%
or more of the outstanding stock excluding,  for this purpose, those persons who
were stockholders prior to the Offering,  vote against the Business Combination,
the  Business  Combination  will  not  be  consummated.  All  of  the  Company's
stockholders prior to the Offering,  including all of the officers and directors
of the  Company  ("Initial  Stockholders"),  have  agreed to vote their  750,000
shares of common stock in accordance  with the vote of the majority of all other
stockholders of the Company ("Public Stockholders") with respect to any Business
Combination. After consummation of the Company's first Business Combination, all
of these voting safeguards will no longer be applicable.

With respect to the first Business Combination that is approved and consummated,
any Public  Stockholder  who voted against the Business  Combination  may demand
that the Company redeem his shares.  The per share  redemption  price will equal
the  amount  in the  Trust  Fund as of the  record  date  for  determination  of
stockholders


                                       4
<PAGE>


                       MILLSTREAM ACQUISITION CORPORATION
                    (a corporation in the development stage)

              NOTES TO UNAUDITED FINANCIAL STATEMENTS - (Continued)


2.  Organization and Business Operations (continued)

entitled to vote on the Business  Combination divided by the number of shares of
common stock held by Public  Stockholders  at the  consummation of the Offering.
Accordingly,  Public  Stockholders  holding  19.99% of the  aggregate  number of
shares owned by all Public  Stockholders  may seek redemption of their shares in
the event of a Business  Combination.  Such Public  Stockholders are entitled to
receive their per share  interest in the Trust Fund computed  without  regard to
the shares held by Initial Stockholders.

The Company's Certificate of Incorporation provides for mandatory liquidation of
the Company,  without stockholder  approval,  in the event that the Company does
not  consummate  a Business  Combination  within 18 months  from the date of the
consummation of the Offering, or 24 months from the consummation of the Offering
if certain extension criteria have been satisfied.  In the event of liquidation,
it is likely that the per share value of the residual assets remaining available
for  distribution  (including  Trust Fund assets) will be less than the offering
price per share in the Offering (assuming no value is attributed to the Warrants
contained in the Units to be offered in the Offering discussed in Note 3).

3.  Initial Public Offering

The  Offering  calls for the  Company to offer for public  sale up to  4,025,000
units ("Units"), including 525,000 Units that may be issued upon exercise of the
underwriters'  over-allotment  option.  Each Unit  consists  of one share of the
Company's  common  stock,  $.0001 par value,  and two  Redeemable  Common  Stock
Purchase Warrants ("Warrants"). Each Warrant will entitle the holder to purchase
from the  Company  one  share of  common  stock  at an  exercise  price of $5.00
commencing the later of the completion of a business  combination  with a target
business or one year from the  effective  date of the Offering and expiring four
years from the date of the  prospectus.  The Warrants  will be  redeemable  at a
price  of $.01  per  Warrant  upon 30 days  notice  after  the  Warrants  become
exercisable,  only in the event that the last sale price of the common  stock is
at least $8.50 per share for any 20 trading  days within a 30 trading day period
ending  on the third day  prior to the date on which  notice  of  redemption  is
given.

4.  Note Payable, Stockholder

The Company issued a $35,000 unsecured promissory note to a stockholder on April
28, 2003. The note is non-interest  bearing and is payable on the earlier of May
1, 2004 or the consummation of the Offering.

5.  Commitment

The Company  presently  occupies  office  space  provided by an  affiliate of an
Initial Stockholder.  Such affiliate has agreed that, until the acquisition of a
target  business  by the  Company,  it will make such office  space,  as well as
certain office and  secretarial  services,  available to the Company,  as may be
required  by the Company  from time to time.  The Company has agreed to pay such
affiliate $7,500 per month for such services commencing on the effective date of
the Offering.


                                       5
<PAGE>




                       MILLSTREAM ACQUISITION CORPORATION
                    (a corporation in the development stage)

              NOTES TO UNAUDITED FINANCIAL STATEMENTS - (Continued)

6.  Preferred Stock

The Company is authorized to issue 1,000,000 shares of preferred stock with such
designations,  voting and other rights and preferences as may be determined from
time to time by the Board of Directors.

7.  Subsequent Events

On August 28,  2003,  the Company  consummated  the  Offering.  The Company sold
4,025,000 Units in the Offering, including 525,000 Units issued upon exercise of
the  underwriters'  over-allotment  option.  The Units were sold at an  offering
price of $6.00 per Unit, generating gross proceeds of $24,150,000. The Company's
net proceeds of $21,636,782  after  underwriting and related offering costs, but
before $204,185 of additional  costs in connection  with the Offering,  includes
$20,685,000  deposited  in the Trust Fund (Note 2). The Company  issued  audited
financial  statements  dated as of August  28,  2003  reflecting  receipt of the
proceeds of the Offering.  These audited financial statements have been included
in the Current Report on Form 8-K filed on August 28, 2003.

Separate trading of the Common Stock and Warrants underlying the Company's Units
commenced on September 2, 2003.

The Note Payable, Stockholder (Note 4) was repaid in September 2003.


                                       6
<PAGE>


       ITEM 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS


               CAUTIONARY STATEMENT FOR FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-QSB includes forward-looking  statements within
the  meaning of Section  27A of the  Securities  Act of 1933,  as  amended,  and
Section 21E of the  Securities  Exchange Act of 1934, as amended.  We have based
these  forward-looking  statements on our current  expectations  and projections
about future events. These  forward-looking  statements are subject to known and
unknown risks,  uncertainties and assumptions about us that may cause our actual
results,  levels of  activity,  performance  or  achievements  to be  materially
different  from  any  future  results,   levels  of  activity,   performance  or
achievements  expressed or implied by such forward-looking  statements.  In some
cases, you can identify forward-looking statements by terminology such as "may,"
"will," "should," "could," "would," "expect," "plan,"  "anticipate,"  "believe,"
"estimate,"  "continue,"  or  the  negative  of  such  terms  or  other  similar
expressions.  Factors  that  might  cause or  contribute  to such a  discrepancy
include,  but are not limited to, those  described in our other  Securities  and
Exchange  Commission  filings.  The  following  discussion  should  be  read  in
conjunction  with our Financial  Statements  and related Notes thereto  included
elsewhere in this report.

We were  formed  on April  11,  2003 to serve as a  vehicle  to effect a merger,
capital stock exchange,  asset acquisition or other similar business combination
with a currently unidentified operating business that we believe has significant
growth  potential.  We intend to utilize  the  proceeds  of our  initial  public
offering,  our capital stock,  debt or a combination of cash,  capital stock and
debt, in effecting a business combination.

We have neither  engaged in any  operations  nor generated any revenues to date.
Our entire  activity since  inception has been to prepare for our initial public
offering.

We consummated  our initial public  offering on August 28, 2003.  Gross proceeds
from  our  initial  public   offering,   including  the  full  exercise  of  the
underwriters' over-allotment option, were $24,150,000.  After deducting offering
expenses  of  approximately   $1,027,500   including  $724,500   evidencing  the
underwriters' non-accountable expense allowance of 3% of the gross proceeds, and
underwriting   discounts  of   approximately   $1,690,500,   net  proceeds  were
approximately $21,432,000.  Of this amount, $20,685,000 is held in trust and the
remaining  proceeds are available to be used to provide for business,  legal and
accounting due diligence on prospective  acquisitions and continuing general and
administrative  expenses.  We will use  substantially all of the net proceeds of
our initial public offering to acquire a target business,  including identifying
and  evaluating  prospective  acquisition   candidates,   selecting  the  target
business,   and   structuring,   negotiating  and   consummating   the  business
combination. To the extent that our capital stock is used in whole or in part as
consideration to effect a business  combination,  the proceeds held in the trust
fund as well as any other net proceeds not expended  will be used to finance the
operations of the target business.  We believe that we have sufficient available
funds  outside  of the trust  fund to  operate  for at least the next 24 months,
assuming that a business  combination is not consummated  during that time. Over
this time period,  we anticipate  approximately  $177,000 of expenses for legal,
accounting  and other  expenses  attendant to the due diligence  investigations,
structuring  and  negotiating  of  a  business  combination,  $180,000  for  the
administrative fee payable to 400 Building LLC ($7,500 per month for two years),
$50,000  of  expenses  for the  due  diligence  and  investigation  of a  target
business,  $40,000 of expenses in legal and accounting  fees relating to our SEC
reporting obligations and $300,000 for general working capital that will be used
for miscellaneous  expenses and reserves,  including  approximately $264,000 for
director and officer  liability  insurance  premiums (for two years).  We do not
believe we will need to raise additional funds in order to meet the expenditures
required for operating our business.  However,  we may need to raise  additional
funds through a private offering of debt or equity  securities if it is required
to  consummate  a business  combination  that is  presented to us. We would only
consummate  such  a fund  raising  simultaneously  with  the  consummation  of a
business combination.


                                       7
<PAGE>


We are obligated,  commencing  September 1, 2003, to pay to 400 Building LLC, an
affiliate of Arthur Spector,  our chairman of the board, chief executive officer
and president, a monthly fee of $7,500 for general and administrative  services.
In  addition,  on April 28,  2003,  Mr.  Spector  advanced  $35,000  to us, on a
non-interest bearing basis, for payment on our behalf of offering expenses. This
loan  was  repaid  in  September  2003 out of  proceeds  of our  initial  public
offering.


                        ITEM 3 - CONTROLS AND PROCEDURES

Under the supervision and with the  participation  of our management,  including
our chief executive officer and chief financial  officer,  we have evaluated the
effectiveness  of the  design  and  operation  of our  disclosure  controls  and
procedures  as of June 30, 2003 (the  "Evaluation  Date"),  and,  based on their
evaluation,  our chief  executive  officer  and  chief  financial  officer  have
concluded that these controls and procedures were effective as of the Evaluation
Date.  There were no  significant  changes in our internal  controls or in other
factors  that  could  significantly  affect  these  controls  subsequent  to the
Evaluation Date.

Disclosure  controls  and  procedures  (as  defined  in the  Exchange  Act Rules
13a-15(e) and 15d-15(e)) are controls and other  procedures that are designed to
ensure  that  information  required  to be  disclosed  in our  reports  filed or
submitted  under  the  Exchange  Act are  recorded,  processed,  summarized  and
reported,  within the time  periods  specified  in the  Securities  and Exchange
Commission's  rules.   Disclosure  controls  and  procedures  include,   without
limitation, controls and procedures designed to ensure that information required
to be disclosed in our reports filed under the Exchange Act is  accumulated  and
communicated  to  management  to  allow  timely  decisions   regarding  required
disclosures.

As we were formed in April 2003 and did not commence  operations  as of June 30,
2003, we were in the process of implementing our internal control over financial
reporting during the quarter covered by this report.



                           PART II - OTHER INFORMATION

               ITEM 2 - CHANGES IN SECURITIES AND USE OF PROCEEDS

On August 28, 2003, we closed our initial  public  offering of 3,500,000  Units,
with each Unit  consisting  of one share of our  common  stock and  warrants  to
purchase two shares of our common stock at an exercise price of $5.00 per share.
The  managing  underwriter  in  the  offering  was  EarlyBirdCapital,  Inc.  The
securities sold in the offering were registered under the Securities Act of 1933
on a  registration  statement on Form S-1 (No.  333-105388).  The Securities and
Exchange Commission declared the registration  statement effective on August 25,
2003.

On August 26, 2003, the underwriters  exercised their  over-allotment  option to
purchase  525,000 Units at the initial public offering price of $6.00 per share.
With the over-allotment  option, the aggregate initial offering proceeds totaled
$24,150,000.

We paid a total of $1,690,500 in  underwriting  discounts and  commissions,  and
approximately $1,027,500 has been or will be paid for costs and expenses related
to the  offering,  including  $724,500  for  the  underwriters'  non-accountable
expense allowance of 3% of the gross proceeds.

After  deducting the  underwriting  discounts and  commissions  and the offering
expenses,  the total net  proceeds to us from the  offering  were  approximately
$21,432,000,  of  which  $20,685,000  was  deposited  into a trust  fund and the
remaining  proceeds are available to be used to provide for business,  legal and
accounting due diligence


                                       8
<PAGE>


on prospective  business  combinations and continuing general and administrative
expenses.  Through  September 30, 2003, we have used  approximately  $270,000 of
these available net proceeds to pay  approximately  $95,500 in accrued  expenses
related to our initial  public  offering,  to repay a $35,000 loan made to us by
our chief executive officer, to pay a $7,500  administrative fee to an affiliate
of our chief  executive  officer for the use of office space and support  staff,
and to pay $132,000 in Directors and Officers' insurance premiums.


                    ITEM 6 - EXHIBITS AND REPORTS ON FORM 8-K

(a)  EXHIBITS

        31.1    Certification of Chief Executive Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.

        31.2    Certification of Chief Financial Officer pursuant to Section 302
                of the Sarbanes-Oxley Act of 2002.

        32      Certification  of Chief  Executive  Officer and Chief  Financial
                Officer  pursuant  to Section 906 of the  Sarbanes-Oxley  Act of
                2002.



(b)  REPORTS ON FORM 8-K

         None






                                       9
<PAGE>


                                   SIGNATURES

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



                                             MILLSTREAM ACQUISITION CORPORATION
                                             By: /s/ Arthur Spector
                                             ----------------------
                                             Arthur Spector
                                             Chairman, President and Chief
                                             Executive Officer


Date:  October 8, 2003





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