UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C.  20549





FORM
10-K








(Mark
One)


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





For the
fiscal year ended March 31, 2009





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





For the
transition period from ________ to __________








Commission
File Number: 000-53167





Millstream Ventures,
Inc.


(Exact
name of Registrant as specified in its charter)





Nevada                                                                                                 87-0405708


(State or
other jurisdiction of
incorporation                                                                                                (I.
R. S. employer identification number)


or
organization)





374 East 400 South, Suite 3,
Springville,
Utah                                                                                            84663


(Address
of principal executive
offices)                                                                                                (Zip
Code)





Issuer’s
telephone number, including area code:  (801)
489-9438





Securities
registered pursuant to Section 12(b) of the Act:  None





Securities
registered pursuant to Section 12(g) of the Act:  Common Stock, Par Value
$0.001





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities
Act.  Yes       No [X].





Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act.   .





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.


(1)  Yes  [X]  No
        (2)  Yes  [X]    No   .









1




Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K (§229.405 of this chapter) is not contained herein, and will not
be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K.   [X].





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 definitions of “large accelerated filer,” “accelerated
filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange
Act.





Large
Accelerated
Filer                                              Accelerated
Filer   .


Non-accelerated
Filer                                                  Smaller
reporting company  [X].





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act).  Yes  [X]    No   .





Since its
initial listing on the OTC Bulletin Board, the Registrant is not aware of its
common stock being traded. The Registrant was approved for listing on the OTC
Bulletin Board during its most recently completed second fiscal quarter. The
total number of voting and non-voting common equity held by non-affiliates of
the Registrant is 1,118,203 shares and based on an bid price of $0.05 per share
on June 26, 2009, the aggregate market value was $55,910.





At June
26, 2009, there were 21,118,203 shares of the Registrant’s common stock
outstanding.








DOCUMENTS
INCORPORATED BY REFERENCE





None








2




Table
of Contents





PART
I                                                                                                                                                                                                                                                                                             
4




ITEM
1.  BUSINESS                                                                                                                                                                                                                                                               
4




ITEM 1A.  RISK
FACTORS                                                                                                                                                                                                                                                  
8




ITEM
1B.  UNRESOLVED STAFF
COMMENTS                                                                                                                                                                                                               
8




ITEM
2.  PROPERTIES                                                                                                                                                                                                                                                             8




ITEM 3.  LEGAL
PROCEEDINGS                                                                                                                                                                                                                                           
8




ITEM
4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS                                                                                                                                                           8






PART
II                                                                                                                                                                                                                                                                                              
9




ITEM 5.  MARKET
FOR REGISTRANT’S COMMON EQUITY, RELATED
STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
SECURITIES             
9




ITEM 6.  SELECTED
FINANCIAL
DATA                                                                                                                                                                                                                           
10




ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS                                                                    
10




ITEM
7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK                                                                                                                                 11




ITEM 8.  FINANCIAL
STATEMENTS AND SUPPLEMENTARY
DATA                                                                                                                                                                     11




ITEM 9.CHANGES IN AND
DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
DISCLOSURE                                                                 11




ITEM 9A.  CONTROLS
AND
PROCEDURES                                                                                                                                                                                                                    
11




ITEM 9A(T).  CONTROLS AND
PROCEDURES                                                                                                                                                                                                               
11





PART
III                                                                                                                                                                                                                                                                                           
12




ITEM
10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
GOVERNANCE                                                                                                                                              12




ITEM
11.  EXECUTIVE
COMPENSATION                                                                                                                                                                                                                        
13




ITEM 12.  SECURITY
OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS                                   
14




ITEM 13.  CERTAIN
RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE                                                                                               14




ITEM
14.  PRINCIPAL ACCOUNTANT FEES AND
SERVICES                                                                                                                                                                                     
15




PART
IV                                                                                                                                                                                                                                                                                           
16




ITEM
15.  EXHIBITS, FINANCIAL STATEMENT
SCHEDULES                                                                                                                                                                                   
16










3





Forward
Looking Statements





The
statements contained in this report that are not historical facts are
forward-looking statements that represent management’s beliefs and assumptions
based on currently available information.  Forward-looking statements
include the information concerning our search for an operating company, possible
or assumed future operations, business strategies, need for financing,
competitive position, potential growth opportunities, ability to retain and
recruit personnel, the effects of competition and the effects of future
legislation or regulations.  Forward-looking statements include all
statements that are not historical facts and can be identified by the use of
forward-looking terminology such as the words “believes,” “intends,” “may,”
“will,” “should,” “anticipates,” “expects,” “could,” “plans,” or comparable
terminology or by discussions of strategy or trends.  Although we
believe that the expectations reflected in such forward-looking statements are
reasonable, we cannot give any assurances that these expectations will prove to
be correct.  Such statements by their nature involve risks and
uncertainties that could significantly affect expected results, and actual
future results could differ materially from those described in such
forward-looking statements.





Among the
factors that could cause actual future results to differ materially are the
risks and uncertainties discussed in this report.  While it is not
possible to identify all factors, we continue to face many risks and
uncertainties including, but not limited to, changes in regulation of shell or
blank check companies; the general economic downturn; a further downturn in the
securities markets; our ability to raise needed operating funds and continue as
a going concern; and other risks and uncertainties.  Should one or
more of these risks materialize (or the consequences of such a development
worsen), or should the underlying assumptions prove incorrect, actual results
could differ materially from those expected.  We disclaim any
intention or obligation to update publicly or revise such statements whether as
a result of new information, future events or otherwise.





There may
also be other risks and uncertainties that we are unable to identify and/or
predict at this time or that we do not now expect to have a material adverse
impact on our business.





Introductory
Comment




Throughout
this Annual Report on Form 10-K, unless otherwise designated, the terms
“we,” “us,” “our,” “the Company” and “our Company” refer to Millstream Ventures,
Inc., a Nevada corporation.







PART
I




ITEM
1.  BUSINESS




Overview and Development of
the Company





We were
originally incorporated in the State of Utah on April 7, 1983 as Carbon
Technologies, Inc. for the purpose of engaging in the carbon fiber technology
business. Subsequently, we became inactive. On May 26, 2005, we undertook a
reorganization that included a change of our corporate domicile to the State of
Nevada. We also issued 100,000 shares of our common stock to an officer and
director of the Company and recorded this transaction as a management fee
expense of $100. In addition, we issued 500,000 shares of our common stock to
another officer and director to satisfy a $500 obligation. These stock issuances
resulted in a change of control of the Company and the commencement of our
development stage activities.





In July
and August 2007, we received a capital contribution of $5,000 cash from an
officer and director of the Company which we were not required to repay. In
December 2007, this same individual loaned $5,000 to the Company and during
February, 2008, the Company repaid this $5,000 as part of a sale of 20,000,000
shares of our common stock for a price of $20,000.





During
April 2008, we voluntarily filed a Form 10 with the United States Securities and
Exchange Commission for the purpose of registering our common stock. We
currently operate as a development stage enterprise seeking to enter into a
reverse acquisition with an existing business or otherwise acquire an operating
entity (hereinafter referred to as a target company). We will attempt to locate
and negotiate with a target company for the purpose of merging with the target
company or in certain instances, to allow the target company to become our
subsidiary. The target company may also choose to contribute its assets to us in
exchange for our capital stock. No assurances can be given that we will be
successful in locating or negotiating with any target company. Our intent is to
provide a method for a foreign or domestic private company to become a reporting
(“public”) company whose securities are qualified for trading in the United
States secondary market. A business combination with a target company will
normally involve the transfer to the target company or the shareholders of the
target company, a majority of our issued and outstanding common stock. In
addition, the target company’s management and board of directors will in all
likelihood replace current management and our board of directors. No assurances
can be given that we will be able to enter into such a business combination, as
to the terms of a business combination, or as to the nature of the target
company.








4





Selection of a
Business





We
anticipate that businesses for possible acquisition will be referred to us by
various sources, including our sole officer and director, shareholders,
professional advisors, securities broker-dealers, venture capitalists, members
of the financial community, and others who may present unsolicited proposals. We
will not engage in any general solicitation or advertising for a business
opportunity, and will rely on personal contacts of our sole officer and director
and his affiliates, as well as indirect associations between him and other
business and professional people.  By relying on “word of mouth,” we
may be limited in the number of potential acquisitions that we can identify.
While it is not presently anticipated that we will engage unaffiliated
professional firms specializing in business acquisitions or reorganizations,
such firms may be retained if we deem it in the best interest of the
Company.





Compensation
to a finder or business acquisition firm may take various forms, including a
one-time cash payment, payments based on a percentage of revenues or product
sales volume, payments involving issuance of securities (including those of the
Company), or any combination of these or other compensation
arrangements.  Consequently, we are currently unable to predict the
cost of utilizing such services.





We will
not restrict our search to any particular business, industry, or geographical
location, and we may evaluate and enter into any type of business in any
location. We may participate in a newly organized business venture or a more
established target company entering a new phase of growth or in need of
additional capital to overcome existing financial problems. Participation in a
new business venture entails greater risks since in many instances management of
such a venture will not have proved its ability, the eventual market of such
venture’s product or services will likely not be established, and the
profitability of the venture will be unproved and cannot be predicted
accurately. If we select a target company with existing financial problems, we
may be subjected to risk because our resources may not be adequate to eliminate
or reverse the circumstances leading to such financial problems. In seeking a
target company, we will not attempt to take advantage of an anticipated or
perceived appeal for a specific industry, management group, product, or
industry, but will be based on the business objective of seeking long-term
capital appreciation.





The
analysis of a target company will be undertaken by or under the supervision of
our sole officer and director.  In analyzing prospective businesses,
we will consider, to the extent applicable, the following: the available
technical, financial, and managerial resources, working capital and other
prospects for the future, the nature of present and expected competition, the
quality and experience of management services which may be available and the
depth of that management, the potential for further research, development, or
exploration, the potential for growth and expansion, the potential for profit,
the perceived public recognition or acceptance of products, services, or trade
or service marks, name identification and other relevant factors.





The
decision to participate in a specific business may be based on our analysis of
the quality of the target company’s management and personnel, the anticipated
acceptability of new products or marketing concepts, the merit of technological
changes, and other factors which are difficult, if not impossible, to analyze
through any objective criteria.  It is anticipated that the target
company’s results of operations may not necessarily be indicative of the
potential for the future because of the requirement to substantially shift
marketing approaches, expand significantly, change product emphasis, change or
substantially augment management, and other factors.








5





We will
analyze all available factors and make a determination based on a composite of
available facts, without reliance on any single factor. The length of time that
it may take to find and analyze a target company cannot be predicted and will
depend on circumstances beyond our control, including the availability of
businesses, the time required to complete our investigation and analysis of
prospective businesses, the time required to prepare appropriate documents and
agreements providing for our participation, and other
circumstances.





Acquisition of a
Business





In
implementing a structure for a target company acquisition, we may become a party
to a merger, consolidation, or other reorganization with another corporation or
entity; joint venture; license; purchase and sale of assets; or purchase and
sale of stock, the exact nature of which cannot now be predicted. The structure
of the particular business acquisition will be approved by our board of
directors and may not require the approval of the Company’s
stockholders.  Notwithstanding the above, we do not intend to
participate in a business through the purchase of a minority stock position.
Upon the consummation of a transaction, it is likely that the present management
and stockholders of the Company will not remain in control of the Company. In
addition, it is anticipated that our current sole officer and director will
resign in favor of new management designated by the target company without a
vote of the Company’s stockholders.





In the
event we enter into an acquisition transaction, the Company will be required to
report the transaction in a Current Report on Form 8-K within four business days
following the execution of the agreement, and any amendment thereto, and within
four business days following the closing of the transaction. In addition,
because the Company is a shell company, if the transaction results in the
Company no longer being a shell company, it will be required to file within four
business days a Current Report on Form 8-K which includes the information that
would be required if the Company were filing a general form for registration of
securities on Form 10 reflecting the Company and its securities upon
consummation of the transaction, including information on the new business and
management of the Company after closing.





In
connection with the Company’s acquisition of a business, the present
shareholders of the Company, including current management, may, as a negotiated
element of the acquisition, sell a portion or all of the Company’s common stock
held by them at a significant premium over their original investment in the
Company.  It is not unusual for affiliates of the entity participating
in the reorganization to negotiate to purchase shares held by the present
shareholders in order to reduce the number of “restricted securities” held by
persons no longer affiliated with the Company and thereby reduce the potential
adverse impact on the public market in the Company’s common stock that could
result from substantial sales of such shares after the restrictions no longer
apply. As a result of such sales, affiliates of the entity participating in the
business reorganization with the Company would acquire a higher percentage of
equity ownership in the Company. Public investors will not receive any portion
of the premium that may be paid in the foregoing circumstances. Furthermore, the
Company’s shareholders may not be afforded an opportunity to approve or consent
to any particular stock buy-out transaction.





In the
event sales of common stock by present stockholders of the Company, including
current management, is a negotiated element of a future acquisition, a conflict
of interest may arise because our sole director will be negotiating for the
acquisition on behalf of the Company and for sale of his or shareholders’ shares
for his own or the shareholders’ respective accounts. Where a business
opportunity is well suited for acquisition by the Company, but affiliates of the
business opportunity impose a condition that management sell shares at a price
which is unacceptable to our sole director, management may not sacrifice his or
the shareholders’ financial interest for the Company to complete the
transaction. Where the business opportunity is not well suited, but the price
offered management for the shares is high, management will be tempted to effect
the acquisition to realize a substantial gain on their shares of the Company’s
common stock. Management has not adopted any policy for resolving the foregoing
potential conflicts, should they arise, and does not intend to obtain an
independent appraisal to determine whether any price that may be offered for
their shares is fair. Stockholders must rely, instead, on the obligation of
management to fulfill its fiduciary duty under state law to act in the best
interests of the Company and its stockholders.








6





It is
anticipated that any securities issued in any such reorganization would be
issued in reliance on exemptions from registration under applicable federal and
state securities laws. Securities, including shares of the Company’s common
stock, issued by the Company in such a transaction would be “restricted
securities” as defined in Rule 144 promulgated by the Securities and Exchange
Commission. Under amendments to Rule 144 recently adopted by the Commission, and
which took effect on February 15, 2008, these restricted securities could not be
resold under Rule 144 until the following conditions were met: the Company
ceased to be a shell company; it remained subject to the Exchange Act reporting
obligations; filed all required Exchange Act reports during the preceding 12
months; and at least one year had elapsed from the time the Company filed “Form
10 information” reflecting the fact that it had ceased to be a shell company. In
some circumstances, however, as a negotiated element of the transaction, the
Company may agree to register such securities either at the time the transaction
is consummated, under certain conditions, or at specified times thereafter.
Although the terms of such registration rights and the number of securities, if
any, which may be registered cannot be predicted, it may be expected that
registration of securities by the Company in these circumstances would entail
substantial expense to the Company. The issuance of substantial additional
securities and their potential sale into any trading market that may develop in
the Company’s securities may have a depressive effect on such
market.





While the
actual terms of a transaction to which the Company may be a party cannot be
predicted, it may be expected that the parties to the business transaction will
find it desirable to structure the acquisition as a so-called “tax-free” event
under sections 351 or 368(a) of the Internal Revenue Code of 1986, (the
“Code”).  In order to obtain tax-free treatment under section 351 of
the Code, it would be necessary for the owners of the acquired business to own
80% or more of the voting stock of the surviving entity. In such event, the
stockholders of the Company would retain less than 20% of the issued and
outstanding shares of the surviving entity.  Section 368(a)(1) of the
Code provides for tax-free treatment of certain business reorganizations between
corporate entities where one corporation is merged with or acquires the
securities or assets of another corporation. Generally, the Company will be the
acquiring corporation in such a business reorganization, and the tax-free status
of the transaction will not depend on the issuance of any specific amount of the
Company’s voting securities. It is not uncommon, however, that as a negotiated
element of a transaction completed in reliance on section 368, the acquiring
corporation issue securities in such an amount that the stockholders of the
acquired corporation will hold 50% or more of the voting stock of the surviving
entity. Consequently, there is a substantial possibility that the stockholders
of the Company immediately prior to the transaction would retain substantially
less than 50% of the issued and outstanding shares of the surviving entity. It
is anticipated that our current stockholders would in fact retain less than 5%
control of the Company after a reverse acquisition.





Therefore,
regardless of the form of the business acquisition, it may be anticipated that
stockholders immediately prior to the transaction will experience a significant
reduction in their percentage of ownership in the Company. Notwithstanding the
fact that the Company is technically the acquiring entity in the foregoing
circumstances, generally accepted accounting principles will ordinarily require
that such transaction be accounted for as a capital transaction by the other
entity owning the business and, therefore, will not permit a write-up in the
carrying value of the assets of the target company. The manner in which the
Company participates in a business will depend on the nature of the business,
the respective needs and desires of the target company and other parties, the
management of the target company and the relative negotiating strength of the
Company.





The
Company will participate in a business only after the negotiation and execution
of appropriate written agreements. Although the terms of such agreements cannot
be predicted, generally such agreements will require specific representations
and warranties by all of the parties thereto, will specify certain events of
default, will detail the terms of closing and the conditions which must be
satisfied by each of the parties prior to such closing, will outline the manner
of bearing costs if the transaction is not closed, will set forth remedies on
default, and will include miscellaneous other terms.





Operation of Business After
Acquisition





The
Company’s operation following its acquisition of a business will be dependent on
the nature of the business and the interest acquired. It is unlikely that
current stockholders will be in control of the Company or that present
management will be in control of the Company following the acquisition. It may
be expected that the business will present various risks, which cannot be
predicted at the present time.








7








Governmental
Regulation





It is
impossible to predict the government regulation, if any, to which the Company
may be subject until it has acquired an interest in a business. The use of
assets and/or conduct of businesses that the Company may acquire could subject
it to environmental, public health and safety, land use, trade, or other
governmental regulations and state or local taxation. In selecting a business in
which to acquire an interest, management will endeavor to ascertain, to the
extent of its limited resources, the effects of such government regulation on
the prospective business of the Company. In certain circumstances, however, such
as the acquisition of an interest in a new or start-up business activity, it may
not be possible to predict with any degree of accuracy the impact of government
regulation. The inability to ascertain the effect of government regulation on a
prospective business activity will make the acquisition of an interest in such
business a higher risk.





Competition





The
Company will be involved in intense competition with other business entities,
many of which will have a competitive edge over the Company by virtue of their
stronger financial resources and prior experience in business.  There
is no assurance that the Company will be successful in locating and acquiring a
target company.





Employees





We
currently have no employees. Our sole officer, director and principal
stockholder, will devote such time to the affairs of the Company as he deems
appropriate. Management of the Company expects to use consultants, attorneys,
and accountants as necessary, and does not anticipate a need to engage any full-
time employees as long as it is seeking and evaluating a target
company.





ITEM
1A.  RISK FACTORS




As a
smaller reporting company, we have elected not to provide the information
required by this item.





ITEM
1B.  UNRESOLVED STAFF COMMENTS




Because
we are neither an accelerated filer or a large accelerated filer, nor a
well-known seasoned issuer, we have elected not to provide the information
required by this item.





ITEM
2.  PROPERTIES




We have
no office facilities and do not presently anticipate the need to lease
commercial office space or facilities.  For now the office of Steven
White, our sole officer, director and principal shareholder, is being used as
the Company address. We may lease commercial office facilities in the future if
needed; however, we have not entered into any commitments or arrangements for
any such facilities. There is no assurance regarding the future availability of
commercial office facilities or terms on which the Company may be able to lease
facilities in the future, nor any assurance regarding the length of time the
present arrangement may continue.





ITEM
3.  LEGAL PROCEEDINGS




No legal
proceedings are reportable pursuant to this item.





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




No
matters were submitted to a vote of stockholders of the Company during the
fourth quarter of the fiscal year ended March 31, 2009.






8







PART
II







ITEM
5.  MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS
AND ISSUER PURCHASES OF EQUITY SECURITIES




Market
Information





Our
common stock was approved for quotation on the OTC Bulletin Board during our
second fiscal quarter. We do not believe that any shares of our common stock
have traded since the approval of the quotation. The trading symbol for the
common stock is “MVNT.” The table below sets forth for the period indicated the
quarterly high and low bid prices as reported by the Pink Sheets. These
quotations reflect inter-dealer prices, without retail mark-up, mark-down, or
commission and may not necessarily represent actual transactions.





Quarter
ended:                                                                                     High
Bid                        Low Bid


March
2009                                                                           
          
     $0.15                                $0.10


December
2008                                                                                  
   $0.25                                $0.15


September
2008                                                                                     $0.25                                $0.25





The
common stock of our Company is considered to be penny stock under rules
promulgated by the Securities and Exchange Commission. Under these rules,
broker-dealers participating in transactions in our common stock must first
deliver a risk disclosure document which describes risks associated with penny
stocks, broker-dealers’ duties, customers’ rights and remedies, market and
other  information, and make a suitability determination approving the
customer for the purchase of such stock, based on their financial situation,
investment experience and objectives.  Broker-dealers must also
disclose these restrictions to the customer in writing, as well as provide
monthly account statements and obtain specific written consent of each
customer.  With these restrictions and the associated paper work
involved, it is likely that there will be a decrease in the willingness of
broker- dealers to make a market for our common stock. This could also lead to a
decrease in the ability of someone to purchase or sell our common stock and
increase the cost of such transactions.





Our
Company has been a shell company since our reorganization in May of 2005 and as
a result, we are subject to the provisions of Rule 144(i) which limit reliance
on this rule by shareholders owning stock in a shell
company.   Under current interpretations, unregistered shares
issued after the Company became a shell company could not be resold under Rule
144(i) until the following conditions were met:  a) we ceased to be a
shell company; b) we remained subject to the Exchange Act reporting obligations;
c) we filed all required Exchange Act reports during the preceding 12 months;
and d) at least one year has elapsed from the time we filed “Form 10
information” reflecting the fact that we had ceased to be a shell
company.





We have
no outstanding options, warrants, or other instruments convertible into shares
of our common stock. We have not granted any registration rights to anyone with
respect to our currently issued and outstanding shares of common stock. We have
not entered into any agreements to issue any additional shares of our capital
stock (preferred and common) to anyone; however, we may need to issue shares of
our capital stock in the future to raise capital and in accordance with our plan
of operations as discussed herein.





At March
31, 2009, we had 272 shareholders of record, which was determined from the
records of our transfer agent and does not include beneficial owners of our
common stock whose shares are held in the names of various security brokers,
dealers, and registered clearing agencies. Our transfer agent is Interwest
Transfer Company, Inc., 1981 East 4800 South, Suite 100, Salt Lake City,
Utah.





We have
not declared or paid any cash dividends on our common stock during the two
fiscal years ended March 31, 2009, or in any subsequent period. We do not
anticipate or contemplate paying dividends on our common stock in the
foreseeable future. The only restrictions that limit the ability to pay
dividends on common equity, or that are likely to do so in the future, are those
restrictions imposed by law.











9




As of
March 31, 2009, we had not adopted any compensation plans (including individual
compensation arrangements) under which equity securities of our Company were
authorized for issuance. There were no purchases of our common stock made during
the fourth quarter of our fiscal year ended March 31, 2009, by our Company or on
behalf of our Company or by anyone known to us to be affiliated with our
Company, of any class of our equity securities registered pursuant to Section 12
of the Exchange Act.





ITEM
6.  SELECTED FINANCIAL DATA





As a
smaller reporting company, we have elected not to provide the information
required by this item.





ITEM
7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS





The
following discussion should be read in conjunction with our financial statements
and related notes thereto as included with this report.





Years ended March 31, 2009
and 2008





At March
31, 2009 we had total assets of $233 and total liabilities of $23,481. At March
31, 2008 we had total assets of $8,967 and total liabilities of $714. During
February 2008, we issued 20,000,000 shares of our common stock in payment of a
$5,000 liability and in consideration of $15,000 cash. Of the $15,000 in cash
that we received, by March 31, 2008 we had paid $6,033 in expenses and had
prepaid expenses of $2,500. During our fiscal year ended March 31, 2009, we did
not issue any shares of our common stock and therefore, our common stock and
paid-in capital amounts did not change. Our accumulated deficit during the
development stage increased by $31,501 which represented our loss from
operations during the fiscal year ended March 31, 2009.





All of
our liabilities are considered current liabilities inasmuch as they are due
within a one year time period, and all of our related party debt is considered
current regardless of formal due dates. Our financial statements have been
prepared using accounting principles generally accepted in the United States of
America applicable to a going concern, which contemplates the realization of
assets and liquidation of liabilities in the normal course of business. At March
31, 2009, $22,900 was payable to related parties as compared to $619 at March
31, 2008. Of the $22,900, $16,000 was payable to a stockholder pursuant to an
unsecured demand note bearing interest at 18% per annum and $5,500 was payable
to an entity related to our sole officer and director pursuant to an unsecured
note due February 1, 2011, bearing interest at 8% per annum. The $619 related
party payable at March 31, 2008 represented an amount advanced to us by our sole
officer and director.





Liquidity and Capital
Resources





At March
31, 2009 our total assets of $233 was represented by cash. Our working capital
deficit was $23,248 at March 31, 2009 compared to a positive working capital of
$8,253 at March 31, 2008. Our liquidity is dependent on our ability to obtain
capital from stockholders and others.





During
the fiscal year ended March 31, 2009 (“fiscal 2009”), we sustained a loss from
operations of $31,501, including $1,963 in interest, compared to $16,623 for the
fiscal year ended March 31, 2008 (“fiscal 2008”). We paid no interest during
fiscal 2008. During fiscal 2009 our general and administrative expenses
increased by 78% from fiscal 2008. We attributed some of that increase to the
legal and accounting costs associated with our filing of a Form 10 report with
the Securities and Exchange Commission. In addition, through the end of October
2008, management of the Company received compensation for its services. Our
current sole officer and director does not receive compensation for any
services. Nevertheless, we believe that our future cost of operations will not
decrease substantially.





We
believe that our interest expense will increase as it becomes necessary to
obtain additional operating capital. In our current economic environment, our
ability to obtain additional capital will become more difficult and consequently
become more expensive. The Company’s capital resources are in management’s
ability to locate sources of capital and in its ability to locate a target
company. Regardless of the success in locating a target company, we will
continue to incur costs associated with filing quarterly and annual reports with
the Securities and Exchange Commission. Unless the Company elects to suspend its
reporting requirements, these costs will in all likelihood increase. If the
Company elects to suspend its reporting requirements then all of the costs which
have been incurred relative to the Form 10 report will be lost without any
benefit therefrom inuring to the Company.






10





The
Company’s sole tangible capital resource is its capital stock. Transactions in
the Company’s common stock have only occurred with related parties.
Consequently, no independent value has been determined for the Company’s
authorized but unissued common stock. Our sole director has the authority to
issue all or any part of the authorized but unissued common stock without
approval of our stockholders and for such value as he deems appropriate to the
extent such value exceeds par of $0.001 per share. The Company has not issued
any of its authorized preferred stock. Likewise, no independent value has been
determined for this stock, our sole director has the authority to issue all or
any part of this stock without approval of our stockholders and he may authorize
this stock for issuance at such value as he deems appropriate to the extent such
value exceeds par of $0.001 per share.





Off-Balance Sheet
Arrangements





During
fiscal 2009 and fiscal 2008, we did not engage in any off-balance sheet
arrangements.





ITEM
7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





As a
smaller reporting company, we have elected not to provide the disclosure
required by this item.





ITEM
8.   FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA





The
financial statements required pursuant to this item are included immediately
following the signature page of this report.





ITEM
9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
AND FINANCIAL DISCLOSURE





There
have been no changes in or disagreements with accountants reportable pursuant to
this item.




ITEM
9A.   CONTROLS AND PROCEDURES





As a
smaller reporting company, we have elected not to provide the information
required by this item.  Rather, we have provided the information set
forth in Item 9A(T) below.





ITEM
9A(T).   CONTROLS AND PROCEDURES





Evaluation of disclosure
controls and procedures





Our
President, who serves as our principal executive officer and our principal
financial officer evaluated the effectiveness of our “disclosure controls and
procedures” (as defined in the Securities Exchange Act of 1934 Rule 13a-15(e))
as of the end of the period covered by this Annual Report on Form 10-K (the
“Evaluation Date”). Based on that evaluation, our President concluded that as of
the Evaluation Date, our disclosure controls and procedures were not effective
to provide reasonable assurance that information we are required to disclose in
reports that we file or submit under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in the Securities and
Exchange Commission rules and forms, and that such information is accumulated
and communicated to our management, including our principal executive and
financial officer, as appropriate, to allow timely decisions regarding required
disclosure due to material weaknesses in our internal control.  A
discussion of the material weaknesses in our disclosure controls and procedures
is set forth below.





Changes in internal control over
financial reporting





During
our most recent fiscal quarter we have determined that our disclosure controls
and procedures were not effective as discussed below.







11





Management’s report on
internal control over financial reporting





Our
management consists solely of Steven White, our Chief Executive Officer (“CEO”)
and our Principal Financial Officer (“PFO”), who is responsible for establishing
and maintaining adequate internal control over financial reporting, as such term
is defined in Rule 13a-15(f) of the Exchange Act. As a result, our internal
control system is limited in its scope and capabilities, although such system is
based on our CEO/PFO’s general business experience and our use of a CPA firm to
record our financial transactions and prepare our financial reports for audit or
review by our auditors. Nevertheless, we believe that such measures provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of financial statements for external purposes, in accordance with
generally accepted accounting principles.





Because
of inherent limitations of having a single officer and director incur and
authorize expenditures, our system of internal control over financial reporting
may not prevent or detect misappropriations. Our management, including our sole
executive and accounting officer, conducted an evaluation of the effectiveness
of our internal control over financial reporting. Based on his evaluation, he
concluded that there are material weaknesses in our internal control over
financial reporting. A material weakness is a deficiency, or a combination of
control deficiencies, in internal control over financial reporting such that
there is a reasonable possibility that a material misstatement of the Company’s
annual or interim financial statements will not be prevented or detected on a
timely basis.





This
material weakness relates to the monitoring and review of work performed by our
CEO, who also acts as our principal financial officer in the appropriation of
expenditures recorded in our financial statements, footnotes and financial data
provided to the Company’s independent registered public accounting firm in
connection with our annual audit. We do not have an audit committee. We do
believe that the inclusion of a CPA firm in our internal control procedures
assists to reducing the weakness of a single appropriations
officer.





Since our
Company has no ongoing operations and is, at this time, a “blank check” or
“shell” company, as defined in the Securities Act, we are making an effort to
mitigate this material weakness to the fullest extent possible as previously
described. This is done by having a CPA firm review our financial transactions;
however, such firm is not given the authority to override the actions of our
CEO/PFO. Based on our evaluation under the frameworks described above, our
management has concluded that our internal control over financial reporting was
not effective as of March 31, 2009.





This
annual report does not include an attestation report of the Company’s registered
public accounting firm regarding internal control over financial reporting.
Management’s report was not subject to attestation by the Company’s registered
public accounting firm pursuant to temporary rules of the SEC that permit
the Company to provide only management’s report in this Annual Report on Form
10-K.





ITEM
9B.   OTHER INFORMATION





The
Company filed such information as is required to be filed in a report on Form
8-K during the fourth quarter ended March 31, 2009.




PART
III





ITEM
10.   DIRECTORS, EXECUTIVE OFFICEERS AND CORPORATE
GOVERNANCE





Current
Management





Steven
White, age 54, Director, President, Secretary and Treasurer, since October 2008.
Mr. White earned his Bachelor of Science Degree from Brigham Young University in
1980 with a major in accounting. He is a retired certified public accountant and
has been a controller of several small businesses. In addition to being our sole
officer and director, Mr. White is currently the sole officer and director of
USATCO, Inc. and United Restaurant Management, Inc., each of which is a company
reporting to the Securities and Exchange Commission.







12




On
November 17, 2006, Mr. White, on behalf of and as president of Liquitek
Enterprises, Inc., a Nevada corporation, filed in United States Bankruptcy Court
District of Nevada, a petition of bankruptcy under Chapter 11, which on August
24, 2007, was dismissed. Mr. White became the president of Liquitek Enterprises,
Inc. on September 15, 2006. Liquitek Enterprises, Inc. is not an affiliate of
our company and Mr. White is no longer an officer or director of Liquitek
Enterprises, Inc.





Directors
are elected until the next annual meeting of stockholders and until their
successors are elected and qualified. The annual meeting of the stockholders is
held at such time as designated by the Board of Directors. Officers of the
Company are elected by the Board of Directors. Each officer holds his office
until his successor is elected and qualified or until his earlier resignation or
removal.





Code of
Ethics





The
Company has not adopted a code of ethics that applies to its principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions, because it has not
commenced any material business operations.





Overview of Director
Nominating Process





We do not
have a standing nominating committee or committee performing similar functions
and we do not currently have a policy for the qualification, identification,
evaluation or consideration of director candidates. The Board of Directors does
not believe that a defined policy with regard to the qualification,
identification, evaluation or consideration of candidates recommended by
stockholders is necessary at this time due to the lack of operations and the
fact that we have not received any stockholder recommendations in the past.
Director nominees are considered solely by our current sole
director.





Audit Committee Financial
Expert





Our Board
of Directors performs the duties that would normally be performed by an audit
committee. Given our lack of operations until such time as a target company is
located and acquired, we believe that its current member has sufficient
knowledge and experience necessary to fulfill the duties and obligations of the
audit committee for our Company. The Board of Directors has determined that the
costs of hiring an audit committee financial expert, are
prohibitive.





ITEM 11.
EXECUTIVE COMPENSATION





Executive
Compensation





Mr. White
has served as our chief executive officer since October 2008. From February 2008
to October 2008, Denny Nestripke served as our chief executive officer. Prior to
February 2008, William McCrory served as our chief executive officer. These
three individuals did not receive compensation that would be reportable under
this item.





Equity
Awards





No equity
awards were made to any individuals during fiscal 2009.





Director
Compensation





No
director compensation was paid during fiscal 2009.





Compensation Committee
Interlocks and Insider Participation





We did
not have a compensation committee and no officer participated, and the Board of
Directors did not engage, in deliberations concerning executive officer
compensation.


13





ITEM
12.   SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS





Beneficial Owners of More
than Five Percent, Directors, and Management





The
following table sets forth certain information from reports filed by the named
parties, or furnished by current management, concerning the ownership of our
common stock as of April 20, 2009, of (i) each person who is known to us to be
the beneficial owner of more than 5 percent of our common stock; (ii) all
directors and executive officers; and (iii) our directors and executive officers
as a group





Name                                           # of
Shares                                %
Ownership


Steven L.
White                                                                20,000,000
shares                                               
      94.7%


386 North 210 East


Mapleton, Utah 84664





Change of
Control





We
anticipate that a change of control will occur when a target company is
acquired. Our business plan is to seek and, if possible, acquire an operating
entity or a target company, as previously described, through a reverse
acquisition transaction with such entity. By its nature, a reverse acquisition
generally entails a change in management and the principal stockholders of the
target company becoming the majority stockholders of our Company. While we
cannot predict the specific nature of the form of the reverse acquisition, it is
anticipated that at the closing of the process, the Company’s current sole
officer and director would resign and such persons as designated by our new
board of directors would become our new officers and directors.





Equity Compensation Plan
Information





As of
March 31, 2009, the Company had not adopted any compensation plans (including
individual compensation arrangements) under which our equity securities were
authorized for issuance.





ITEM
13.   CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE





Certain Relationships and
Related Transactions





Until his
resignation in October 2008, Mr. Nestripke served as the Company’s sole officer
and director pursuant to an employment agreement and was compensated on a per
hour basis. Subsequently, the employment agreement was terminated on a mutually
agreeable basis. Total compensation received by Mr. Nestripke during fiscal 2009
was less than $10,000.





During
the period that Mr. Nestripke served as the Company’s sole officer and director,
he advanced a total of $10,000 cash to the Company which amounts accrued
interest at the rate of 18% per annum. Prior to his resignation, this amount and
accrued interest of $564 was repaid by the Company.





During
October 2008, a stockholder of the Company advanced $16,000 cash to us pursuant
to an unsecured note payable bearing interest at the rate of 18% per annum. At
March 31, 2009 this amount and accrued interest of $1,336 remained
outstanding.





During
November 2008, Mr. Nestripke sold his shares of the Company’s common stock to
Mr. White, our current sole officer and director. The terms of this sale were
negotiated between Mr. Nestripke and Mr. White and the Company was not a party
to this transaction.





During
February 2009, an entity controlled by Mr. White advanced $5,500 to us pursuant
to an unsecured note payable bearing interest at 8% per annum. At March 31, 2009
this amount and accrued interest of $64 remained outstanding.






14





Director
Independence





Our
common stock is not listed on a national securities exchange or on an
inter-dealer quotation system which has requirements that directors be
independent. We have adopted an independence standard that requires that a
person will be considered an independent director if he or she is not an officer
of the Company and is, in the view of the Company’s Board of Directors, free of
any relationship that would interfere with the exercise of independent judgment.
Our Board of Directors has determined that our sole director is not independent.
We do not have an audit committee.





ITEM
14.   PRINCIPAL ACCOUNTANT FEES AND SERVICES





Fees
Paid





The
following fees were paid to our independent registered public accounting firm
for services rendered during our last two fiscal years:





Audit
Fees





The
aggregate fees billed for professional services rendered by our principal
accountant for the audit of our annual financial statements, review of our
quarterly financial statements and other fees that are normally provided by the
accountant in connection with statutory and regulatory filings or engagements
for the fiscal years ended March 31, 2009 and 2008 were $10,100 and $6,000,
respectively.





Audit Related
Fees





There
were no fees billed for assurance and related services by our principal
accountant that are reasonably related to the performance of the audit or review
of the financial statements, other than those previously reported above, for the
fiscal years ended March 31, 2009 and 2008.





Tax Fees





There
were no fees billed for professional services rendered by our principal
accountant for tax compliance, tax advice and tax planning in the fiscal years
ended March 31, 2009 and 2008.





All Other
Fees





There
were no other fees billed for products or services provided by the principal
accountant, other than those previously reported above, for the fiscal years
ended March 31, 2009 and 2008.





Audit Committee





Our
principal accountant has not provided any non-audit services in the past and
does not anticipate providing any non-audit services to the Company. In the
event non-audit services are contemplated in the future, our Board of Directors,
which functions in the capacity of an audit committee, will consider whether the
non-audit services provided by our principal accountants would be compatible
with maintaining their independence as our auditors and whether their
independence would be compromised by the provision of such services. Our Board
of Directors pre-approves all auditing services and would approve any permitted
non-audit services contemplated in the future, including the fees and terms of
those services, to be performed for us by them prior to engagement.





15





PART
IV





ITEM
15.   EXHIBITS, FINANCIAL STATEMENTS SCHEDULES





Exhibits:


31.1           CEO
& CFO Certification Pursuant to 18 USC Section 1350,




as
adopted pursuant to Section 302 of Sarbanes—Oxley Act of
2002                           
                                                          This
Filing




32.1           CEO
& CFO Certification Pursuant to Section
906                                                                                                                     This
Filing










SIGNATURES





Pursuant
to the requirements of Section 13 or 15(d) 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.





Millstream
Ventures, Inc.








Date:  June
29,
2009                                                                           By:
/s/
Steven L. White


Steven L. White,
President








Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
date indicated.











Date:  June
      29, 2009
            /s/
      Steven L. White


Steven L.
White, Director and President (Principal Executive and Financial
Officer)



















MILLSTREAM
VENTURES, INC.


(A
Development Stage Enterprise)





Financial
Statements














TABLEOF
CONTENTS








Description                                                                                                           Page No.








Report of
Independent Registered Public Accounting
Firm                                                                      F-1





Financial
Statements:





Balance
Sheets                                                                                                                      
                            F-2





Statements
of
Operations                                                                                                                        
        F-3





Statement
of Changes in Stockholders’ Equity
(Deficit)                                                        
                    F-4





Statements
of Cash
Flows                                                                                                                   
            F-5





Notes to
Financial
Statements                                                                                                                     
  F-6






















Douglas
W. Child, CPA
 Marty D.
Van Wagoner, CPA
 J. Russ
Bradshaw, CPA
 William
R. Denney, CPA
 Russell
E. Anderson, CPA
 Scott L.
Farnes


REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





To the
Board of Directors and Stockholders


Millstream
Ventures, Inc.





We have
audited the accompanying balance sheets of Millstream Ventures, Inc. (a
development stage enterprise) (the Company) as of March 31, 2009 and 2008, and
the related statements of operations, changes in stockholders’ equity (deficit),
and cash flows for the years then ended, and the period from the inception of
the development stage (May 26, 2005) through March 31, 2009.  These
financial statements are the responsibility of the Company's management. Our
responsibility is to express an opinion on these financial statements based on
our audits.





We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States of America). Those standards require
that we plan and perform the audits to obtain reasonable assurance about whether
the financial statements are free of material misstatement.  The Company is
not required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audits included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company’s internal control over financial
reporting. Accordingly, we express no such opinion. An audit also includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Millstream Ventures, Inc. as of
March 31, 2009 and 2008, and the results of its operations and cash flows for
the years then ended, and for the period from the inception of the development
stage (May 26, 2005) through March 31, 2009, in conformity with accounting
principles generally accepted in the United States of America.


The
accompanying financial statements have been prepared assuming the Company will
continue as a going concern.  As discussed in financial statement Note 1
under “Business Condition,” the Company has incurred losses since inception, and
has not engaged in any operations.  This raises substantial doubt about the
Company’s ability to meet its obligations and to continue as a going concern.
Management’s plans in regard to this matter are described in Note 1.  The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
  /s/ Child, Van Wagoner &
Bradshaw, PLLC
 Child,
Van Wagoner & Bradshaw, PLLC
 Salt Lake
City, Utah
 June 16,
2009





1284 W.
Flint Meadow Dr. #D
 Kaysville,
Utah 84037
 Telephone
801.927.1337
 Facsimile
801.927.1344
 
 
 5296 S.
Commerce Dr. #300
 Salt Lake
City, Utah 84107
 Telephone
801.281.4700
 Facsimile
801.281.4701
 
 
 Suite A,
5/F
 Max Share
Centre
 373
King’s Road
 North
Point, Hong Kong
 Telephone
852.21.555.333
 Facsimile
852.21.165.222
 
 www.cpaone.net


F-1













Millstream
      Ventures, Inc.(A
      Development Stage Enterprise)Balance
      SheetsMarch
      31,2009
              
              2008Current
      Assets:Cash
              
              $                233
              
              $             6,467Prepaid
      expense (note 5)
              
              -
              
              2,500Total
      Assets
              
              $                233
              
              $             8,967Liabilities
      and Stockholders' Equity (Deficit):Current
      Liabilities:Accounts
      payable
              
              $        
                  -
              
              $                  95Related
      party accounts payable (note 3)
              
              581
              
              619Related
      party note payable (note 3)
              
              21,500
              
              -Related
      party interest payable (note 3)
              
              1,400
              
              -Total
      Current Liabilities
              
              23,481
              
              714Stockholders'
      Equity (Deficit) (note 2):Preferred
      stock, $.001 par value, 10,000,000 sharesauthorized,
      no shares issued and outstanding
              
              -
              
              -Common
      stock, $.001 par value, 200,000,000 sharesauthorized,
      21,118,203 shares issued and outstanding
              
              21,118
              
              21,118Additional
      paid-in capital
              
              11,397
              
              11,397Accumulated
      deficit ($388,919 deficit eliminated onMarch
      31, 2001as part of a quasi-reorganization)
              
              (4,920)
              
              (4,920)Deficit
      accumulated since inception of the development stage
              
              (50,843)
              
              (19,342)Total
      Stockholders' Equity (Deficit)
              
              (23,248)
              
              8,253Total
      Liabilities and Stockholders' Equity (Deficit)
              
              $                233
              
              $             8,967See
      accompanying notes to the financial statements.F-2

















Millstream
      Ventures, Inc.(A
      Development Stage Enterprise)Statements
      of OperationsFrom
      the Inceptionof
      the DevelopmentFor
      the Year Ended
              
              Stage
      (May 26, 2005)March
      31,
              
              through2009
              
              2008
              
              March
      31, 2009Revenue
              
              $                    -
              
              $                    -
              
              $                              -Operating
      Expenses:Management
      fees - relatedparty
      (note 3)
              
              8,963
              
              2,006
              
              10,969Legal
      and accounting fees
              
              17,156
              
              9,469
              
              28,090Other
      general andadministrative
      expenses
              
              3,419
              
              5,148
              
              9,821Total
      Operating Expenses
              
              (29,538)
              
              (16,623)
              
              (48,880)Other
      Expenses:Interest
      expense
              
              (1,963)
              
              -
              
              (1,963)Net
      loss
              
              $ 
              (31,501)
              
              $    
           (16,623)
              
              $                   (50,843)Net
      loss per common share
              
              $                (.00)
              
              $                (.00)Weighted-average
      commonshares
      outstanding
              
              21,118,203
              
              2,784,870See
      accompanying notes to the financial statements.F-3












Millstream
      Ventures, Inc.(A
      Development Stage Enterprise)Statements
      of Changes in Stockholders' Equity (Deficit)From
      theInception
      of theDevelopment
              
              TotalStage
      (May 26,
              
              Stockholders'Common
      Stock
              
              Paid-in
              
              Accumulated
              
              2005)
      through
              
              EquityShares
              
              Amount
              
              Capital
              
              Deficit
              
              March
      31, 2009
              
              (Deficit)Balance,
      May 26, 2005 (inception of the development stage)
              
              518,203
              
              $          518
              
              $     6,397
              
              $       (4,920)
              
              $                      -
              
              $           1,995Common
      stock issued to related party in payment ofdebt
      at inception of the development stage at$0.001
      per share (note 3)
              
              500,000
              
              500
              
              -
              
              -
              
              -
              
              500Common
      stock issued for services at inception of thedevelopment
      stage at $0.001 per share (note 3)
              
              100,000
              
              100
              
              -
              
              -
              
              -
              
              100Net
      loss for the period
              
              -
              
              -
              
              -
              
              -
              
              (2,286)
              
              (2,286)Balance,
      March 31, 2006
              
              1,118,203
              
              1,118
              
              6,397
              
              (4,920)
              
              (2,286)
              
              309Net
      loss for the year
              
              -
              
              -
              
              -
              
              -
              
              (433)
              
              (433)Balance,
      March 31, 2007
              
              1,118,203
              
              1,118
              
              6,397
              
              (4,920)
              
              (2,719)
              
              (124)Capital
      contributed by related party (note 3)
              
              -
              
              -
              
              5,000
              
              -
              
              -
              
              5,000Proceeds
      from issuance of common stock at$0.001
      per share (note 3)
              
              20,000,000
              
              20,000
              
              -
              
              -
              
              -
              
              20,000Net
      loss for the year
              
              -
              
              -
              
              -
              
              -
              
              (16,623)
              
              (16,623)Balance,
      March 31, 2008
              
              21,118,203
              
              21,118
              
              11,397
              
              (4,920)
              
              (19,342)
              
              8,253Net
      loss for the year
              
              -
              
              -
              
              -
              
              -
              
              (31,501)
              
              (31,501)Balance,
      March 31, 2009
              
              21,118,203
              
              $     21,118
              
              $   11,397
              
              $       (4,920)
              
              $          (50,843)
              
              $      (23,248)See
      accompanying notes to the financial statements.F-4
















Millstream
      Ventures, Inc.(A
      Development Stage Enterprise)Statements
      of Cash FlowsFrom
      the Inceptionof
      the DevelopmentFor
      the Year Ended
                
                Stage
      (May 26, 2005)March
      31,
                
                through
      March 31,2009
                
                2008
                
                2009Cash
      Flow from Operating Activities:Net
      loss
                
                $         (31,501)
                
                $         (16,623)
                
                $                   (50,843)Adjustments
      to reconcile net loss to netcash
      used in operating activities:Common
      stock issued for services
                
                -
                
                -
                
                100Changes
      in operating assets and liabilities:(Increase)
      decrease in prepaid expense
                
                2,500
                
                (2,500)
                
                -Decrease
      in related party receivable
                
                -
                
                410
                
                -Increase
      (decrease) in accounts payable
                
                (95)
                
                (439)
                
                (7,010)Increase
      (decrease) in related partyaccounts
      payable
                
                (38)
                
                619
                
                581Increase
      in related party interest payable
                
                1,400
                
                -
                
                1,400Net
      Cash Used in Operating Activities
                
                (27,734)
                
                (18,533)
                
                (55,772)Cash
      Flow from Financing Activities:Cash
      contributed by related party
                
                -
                
                5,000
                
                5,000Proceeds
      from related party notes payable
                
                31,500
                
                5,000
                
                36,500Repayment
      of related party notes payable
                
                (10,000)
                
                -
                
                (10,000)Proceeds
      from issuance of common stock
                
                -
                
                15,000
                
                15,000Net
      Cash Provided from Financing Activities
                
                21,500
                
                25,000
                
                46,500Net
      Increase (Decrease) in Cash
                
                (6,234)
                
                6,467
                
                (9,272)Cash
      at Beginning of Period
                
                6,467
                
                -
                
                9,505Cash
      at End of Period
                
                $                 233
                
                $             6,467
                
                $                          233Supplemental
      Cash Flow InformationCash
      paid for interest
                
                $                 564
                
                $                     -
                
                $                          564Cash
      paid for income taxes
                
                $                     -
                
                $                     -
                
                $                               -Schedule
      of Noncash Investing and Financing Activities:Conversion
      of related party notespayable
      into common stock
                
                $                     -
                
                $              5,000
                
                $                       5,000See
      accompanying notes to the financial statements.F-5











Millstream
Ventures, Inc.


(A
Development Stage Enterprise)


Notes to
Financial Statements


Years
Ended March 31, 2009 and 2008 and


Period of
Inception of the Development Stage (May 26, 2005) through March 31,
2009





Note 1 –
Basis of Presentation and Summary of Significant Accounting
Policies





Organization –
Millstream Ventures, Inc. (the “Company”) was incorporated in the State of Utah
on April 7, 1983 as Carbon Technologies, Inc. for the purpose of engaging in the
carbon fiber technology business. Subsequently, the Company became inactive and
on May 26, 2005, as part of a reorganization and change of control, the
Company’s corporate domicile was moved to Nevada. The Company currently operates
as a development stage enterprise seeking to enter into a reverse acquisition
with an existing business or otherwise acquire an operating entity.





Quasi-reorganization
– During 2001 the Company’s stockholders approved a quasi-reorganization
resulting in the capital accounts of the Company being adjusted with the result
that the paid-in capital account was reduced by the balance in its accumulated
deficit account in the amount of $388,919. No other accounts were affected by
this readjustment. Subsequent operating results were recorded in the accumulated
deficit account until the Company’s reorganization on May 26, 2005. Subsequent
thereto, operating results have been recorded in a separate account entitled
deficit accumulated since inception of development stage.





Net Loss Per Common
Share – The computation of net loss per common share is based on the
weighted average number of shares outstanding during the periods presented. No
potentially dilutive securities or derivative instruments are
outstanding.





Income taxes –The Company accounts
for income taxes in accordance with Financial Accounting Standards Board
(“FASB”) Statement of Financial Accounting Standards (“SFAS”) No. 109, "Accounting for Income Taxes"
that requires an asset/liability approach for the effect of income taxes. During
the periods presented, the Company had no deferred taxes arising from temporary
differences between income for financial reporting and for income tax purposes.
The Company has a net operating loss carry forward of approximately $55,000,
which expires in various years through 2029. The Company’s utilization of its
net operating loss carry forward is unlikely as a result of its intended
development stage activities.





Use of Estimates –
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America (“GAAP”) requires management
to make estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those
estimates.





Business Condition –
The Company’s financial statements have been prepared using GAAP as it is
applicable to a going concern, which contemplate the realization of assets and
liquidation of liabilities in the normal course of business. Since the inception
as a development stage enterprise on May 26, 2005, the Company has incurred
losses that total $50,843 at March 31, 2009. In February 2008, the Company
received $15,000 in proceeds from the issuance of its common stock and during
the year ended March 31, 2009, the Company received net proceeds from related
party loans totaling $21,500. At March 31, 2009 the Company has a working
capital deficit of $23,248. In addition, the Company’s sole officer and director
(“Executive”) serves without compensation and without an employment agreement.
The Company’s ability to proceed with its intended business endeavors will be
dependent on the Executive continuing to serve under these conditions and his
ability to obtain sufficient operating capital through loans or the issuance of
the Company’s capital stock. These conditions raise substantial doubt concerning
the Company’s ability to continue as a going concern if additional capital
cannot be obtained when needed. The accompanying financial statements do not
include any adjustments that may result from the outcome of this
uncertainty.








F-6












Millstream
Ventures, Inc.


(A
Development Stage Enterprise)


Notes to
Financial Statements


Years
Ended March 31, 2009 and 2008 and


Period of
Inception of the Development Stage (May 26, 2005) through March 31,
2009





Note 1 –
Basis of Presentation and Summary of Significant Accounting Policies
(continued)




New Accounting
Pronouncements – On June 12, 2009 the FASB issued two
statements  that amended the guidance for off-balance-sheet accounting
of financial instruments: SFAS No. 166,  “Accounting for Transfers of
Financial Assets,” andSFAS No. 167, “Amendments to FASB Interpretation
No. 46(R).”






SFAS No. 166revisesSFAS No. 140, “Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities,” and will require entities
to provide more information about sales of securitized financial assets and
similar transactions, particularly if the seller retains some risk to the
assets, the FASB said. The statement eliminates the concept of a qualifying
special-purpose entity, changes the requirements for the derecognition of
financial assets, and calls upon sellers of the assets to make additional
disclosures about them.






SFAS No. 167amends FASB
Interpretation (FIN) No. 46(R), “Consolidation of Variable Interest
Entities,” by
altering how a company determines when an entity that is insufficiently
capitalized or not controlled through voting should be consolidated, the FASB
said. A company has to determine whether it should provide consolidated
reporting of an entity based upon the entity's purpose and design and the parent
company's ability to direct the entity's actions.






The
standards will be effective at the start of the first fiscal year beginning
after November 15, 2009, which will mean January 2010 for companies that are on
calendar years. The guidance will have to be applied for first-quarter
filings.






In May
2009, the FASB issued SFAS 165, “Subsequent Events.” SFAS 165
should not result in significant changes in the subsequent events that an entity
reports. Rather, SFAS 165 introduces the concept of financial statements being
available to be issued. Financial statements are considered available to be
issued when they are complete in a form and format that complies with generally
accepted accounting principles (GAAP) and all approvals necessary for issuance
have been obtained.




In May
2009, the FASB issued SFAS No. 162, “The Hierarchy of Generally Accepted
Accounting Principles.” This Statement identifies the sources of
accounting principles and the framework for selecting the principles to be used
in the preparation of financial statements of nongovernmental entities that are
presented in conformity with GAAP. The Company complies with this Statement in
the accompanying financial statements.





In May
2009, the FASB issued SFAS No. 163, “Accounting for Financial Guarantee
Insurance Contracts,” an interpretation of SFAS No. 60.  This
Statement requires that an insurance enterprise recognize a claim liability
prior to an event of default when there is evidence that credit deterioration
has occurred in an insured financial obligation. This Statement also clarifies
how SFAS Statement No. 60 applies to financial guarantee insurance contracts,
including the recognition and measurement to be used to account for premium
revenue and claim liabilities. This Statement does not have an effect on the
Company.





In May
2009, the FASB posted Staff Accounting Position (“FSP”) No. APB 14-1, “Accounting for Convertible Debt
Instruments That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement).”This FSP clarifies that convertible debt instruments that
may be settled in cash upon conversion (including partial cash settlement) are
not addressed by paragraph 12 of APB Opinion No. 14, Accounting for Convertible
Debt and Debt Issued with Stock Purchase Warrants. This FSP does not have an
effect on the Company.











F-7









Millstream
Ventures, Inc.


(A
Development Stage Enterprise)


Notes to
Financial Statements


Years
Ended March 31, 2009 and 2008 and


Period of
Inception of the Development Stage (May 26, 2005) through March 31,
2009





Note 2 –
Capital Stock





The
Company is currently seeking to enter into a reverse acquisition with an
existing business or otherwise acquire an operating entity. If successful, such
business activity will likely result in the issuance of shares of the Company’s
common and/or preferred stock, which the Company’s board of directors is
authorized to issue without the approval of the Company’s
stockholders.





Preferred Stock – The
Company is authorized to issue 10,000,000 shares of $.001 par value preferred
stock that may be issued in series, with such designations, preferences, stated
values, rights, qualifications or limitations as determined solely by the
Company’s board of directors.





Common Stock –
Pursuant to a vote of stockholders in May of 2005, the Company issued 600,000
shares of its common stock at its par value of $0.001 or $600, and recorded a
management fee expense of $100 (100,000 shares) and a reduction of debt due to a
related party of $500 (500,000 shares). Since the Company’s common stock does
not have a discernible fair market value and has not traded publicly for a
considerable number of years, the Company’s board of directors determined that
the legal par value is an appropriate price for the stock.





In
February 2008, the Company issued 20,000,000 shares of its common stock at its
par value of $0.001 for $20,000, and collected $15,000 cash (15,000,000 shares)
and a reduction of debt due a related party of $5,000 (5,000,000 shares).
Inasmuch as the cash transaction represented a negotiated price and no other
readily determinable fair market value for the Company’s common stock is
available, the Company’s board of directors determined that the legal par value
is an appropriate price for the stock.Note 3 – Related Party
Transactions





Issuance of Common Stock for
Services and Debt Reduction – Pursuant to a vote of stockholders in May
of 2005, the Company issued 600,000 shares of its common stock at its $0.001 par
value. An officer and director of the Company was issued 100,000 shares, which
was recorded as a management fee expense of $100 and a stockholder of the
Company was issued 500,000 shares to satisfy a $500 obligation due him. The
issuance of these shares resulted in a change of control of the Company and
commenced the Company’s development stage activities.





Issuance of Common Stock for
Cash–
During 2007, an officer and director of the Company contributed without
requiring repayment, $5,000 cash to the Company. In December 2007, this same
individual loaned an additional $5,000 to the Company and in February 2008, this
obligation was utilized as partial payment for the issuance of 20,000,000 shares
of common stock to the Company’s then current officer and director. The
remaining $15,000 was paid in cash.





Related Party Notes
Payable – During the year ended March 31, 2009, the Company received
loans from its then current officer and director in the amount of $10,000. This
loan was subsequently repaid with interest in the amount of
$564.   During the year ended March 31, 2009, the Company also
received loans from an affiliate of the Executive and from a stockholder of the
Company in the amount of $5,500 and $16,000, respectively. The Company entered
into demand notes payable with respect to these loans, bearing at 8% and 18% per
annum, respectively. At March 31, 2009, these notes remain outstanding and
interest in the amount of $64 and $1,336, respectively, has been accrued with
respect thereto. The Company reports all related party loans as current
liabilities.





Management Fees – A
former officer and director of the Company performs accounting and management
services for which the Company pays cash remuneration. During the period of such
affiliation, the Company has incurred a total of $10,969 in expenses, of which
$581 remains payable at March 31, 2009.





F-8











Millstream
Ventures, Inc.


(A
Development Stage Enterprise)


Notes to
Financial Statements


Years
Ended March 31, 2009 and 2008 and


Period of
Inception of the Development Stage (May 26, 2005) through March 31,
2009





Note 4 –
Income Taxes





The
Company accounts for income taxes in accordance with SFAS No. 109, “Accounting for Income Taxes.”
SFAS No. 109 requires the Company to provide a net deferred tax asset/liability
equal to the expected future tax benefit/expense of temporary reporting
differences between book and tax accounting methods and any available operating
loss or tax credit carry forward. The Company has available at March 31, 2009,
an operating loss carry forward of approximately $55,000, which may be applied
against future taxable income and which expires in various years through
2029.





The
amount of and the ultimate realization of the benefits from the operating loss
carry forward for income tax purposes is dependent, in part, upon the tax laws
in effect, the future earnings of the Company, and other future events, the
effects of which cannot be determined. Because of the uncertainty surrounding
the realization of the loss carry forward, the Company has established a
valuation allowance equal to the tax effect of the loss carry forward and,
therefore, no deferred tax asset has been recognized for the loss carry forward.
The net deferred tax asset is approximately $13,125 and $8,400 as of March 31,
2009 and 2008, respectively, which are completely offset by a valuation
allowance that increased by $4,725 and $5,700 during the years ended March 31,
2009 and 2008, respectively.





The
Company adopted the provisions of FASB Interpretation No. 48, “Accounting for Uncertainty in Income
Taxes,” on April 1, 2007.  As a result of the implementation of
Interpretation 48, the Company recognized approximately no increase in the
liability for unrecognized tax benefits.





The
Company has no tax positions at March 31, 2009 and 2008 for which the ultimate
deductibility is highly certain but for which there is uncertainty about the
timing of such deductibility.





The
Company recognizes interest accrued related to unrecognized tax benefits in
interest expense and penalties in operating expenses.  During the
years ended March 31, 2009 and 2008, the Company recognized no interest and
penalties.  The Company had no accruals for interest and penalties at
March 31, 2009 and 2008.  Note 5 – Prepaid Expense





The March
31, 2008 prepaid expense balance of $2,500 represents a retainer paid to engage
the Company’s legal counsel to perform services including, but not limited to,
assistance with preparing and filing the Company’s Form 10/A. The retainer was
amortized to expense as services are rendered during the year ended March 31,
2009.





Note 6 –
Subsequent Events





Subsequent
to March 31, 2009, an affiliate of the Executive provided loans in the amount of
$1,000 to the Company; thus, making the total of such loans from this entity
$6,500 (see Note 3 ‘Related Party Notes Payable’). This additional loan will
bear interest at the rate of 8% per annum, as did the prior note. The Company
reports all related party loans as current liabilities.










F-9