**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-QSB/A**


**Amendment
      No. 1**


**(MARK
      ONE)**





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





**For
      the quarterly period ended September 30, 2006**








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




**For
      the transition period from to**





**Commission
      file number:** **000-51065**





**MILLSTREAM
                II ACQUISITION CORPORATION**(Exact
                Name of Small Business Issuer as Specified in Its Charter)**Delaware**
            **20-1665695**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification No.)





**435
      Devon Park Drive, Bldg. 400, Wayne, PA 19087**


(Address
      of principal executive offices)





**(610)
      975-4909**


(Issuer’s
      telephone number)








Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 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. Yes x No o





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





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date: 5,600,000 common shares as of November 14,
      2006





Transitional
      Small Business Disclosure Format. Yes o No x








**Explanatory
      Note**





We
      are
      filing this Amendment No. 1 on Form 10-QSB/A to Millstream II Acquisition
      Corp.’s Quarterly Report on Form 10-QSB for the quarterly period ended September
      30, 2006, which was originally filed with the Securities and Exchange Commission
      on November 14, 2006 (the “Original Form 10-QSB”), to amend footnote 7.
      Merger ,
      for an
      amendment to the definitive merger agreement which was signed on November 15,
      2006 (subsequent to the Original Form 10-QSB filing date). In addition, certain
      disclosures in the Plan of Operations were amended to conform to the language
      in
      Amendment No. 2 to the Preliminary Proxy Statement on Schedule 14A as filed
      with
      the Securities and Exchange Commission on November 17, 2006. Lastly, we are
      include two new exhibits that should have been filed with the Original Form
      10-QSB.





We
      are
      also including currently dated Sarbanes Oxley Act Section 302 and Section 906
      certifications of the Chairman, Chief Executive Officer and President that
      are
      attached to this Form 10-QSB/A as Exhibits 31 and 32.





Except
      for the amended information referred to above, this Form 10-QSB/A continues
      to
      speak as of November 14, 2006, and we have not updated or modified such report
      for events that occurred at a later date. Events occurring after the date of
      the
      Original Form 10-QSB, and other disclosures necessary to reflect subsequent
      events, will be addressed in our regular subsequent filings.








1








**PART
      I** **-** **FINANCIAL INFORMATION**





**Item
      1.  Financial Statements.**





**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**





**CONDENSED
      BALANCE SHEETS**





**(Unaudited)**
              **September
                30,**
              **2006**
            
            **December
                31,**
              **2005****ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            153,573
            
            $
            533,658Investments
                held in trust
            
            
            25,282,491
            
            
            24,443,182Prepaid
                expenses and other current assets
            
            
            92,595
            
            
            26,125Deferred
                income taxes
            
            
            254,300
            
            
            141,000Total
                current assets
            
            
            25,782,959
            
            
            25,143,965Deferred
                acquisition costs
            
            
            310,515
            
            
            -Total assets
            
            $
            26,093,474
            
            $
            25,143,965**LIABILITIES
                AND STOCKHOLDERS’ EQUITY**Current
                liabilities:Accounts
                payable and accrued expenses
            
            $
            361,398
            
            $
            121,388Income
                taxes payable
            
            
            310,443
            
            
            106,800Deferred
                interest
            
            
            309,243
            
            
            141,416Total
                liabilities
            
            
            981,084
            
            
            369,604CommitmentCommon
                stock, subject to possible conversion, 919,540 shares at
              conversion value
            
            
            4,744,826
            
            
            4,744,826Stockholders’
                Equity:Preferred
                stock, $.0001 par value, authorized 1,000,000 shares; none
              issued
            
            
            -
            
            
            -Common
                stock, $.0001 par value, authorized 15,000,000 shares; issued
              and
                outstanding 5,600,000 shares (which includes 919,540 shares
              subject
                to possible conversion)
            
            
            560
            
            
            560Additional
                paid-in capital
            
            
            19,970,368
            
            
            19,970,368Retained
                earnings accumulated during development stage
            
            
            396,636
            
            
            58,607Total
                stockholders’ equity
            
            
            20,367,564
            
            
            20,029,535Total
                liabilities and stockholders’ equity
            
            $
            26,093,474
            
            $
            25,143,965





See
      accompanying notes to unaudited condensed financial statements.


2


**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**








**CONDENSED
      STATEMENTS OF OPERATIONS (UNAUDITED)**




**Quarter**
                  **Ended**
                  **September
                    30,**
                  **2006**
              
              **Quarter**
                    **Ended**
                    **September
                      30,**
                    **2005**
              
              **Nine
                    Months**
                  **Ended**
                  **September
                    30,**
                  **2006**
              
              **Nine
                    Months**
                  **Ended**
                  **September
                    30,**
                  **2005**
              
              **September
                    24,**
                  **2004
                    (Inception) to September 30,**
                  **2006**General
                  and administrative expenses
              
              $
              (34,621
              )
              $
              140,323
              
              $
              165,476
              
              $
              292,620
              
              $
              656,469Operating
                  income (loss)
              
              
              34,621
              
              
              (140,323
              )
              
              (165,476
              )
              
              (292,620
              )
              
              (656,469
              )Other
                  income:Interest
                  income
              
              
              1,443
              
              
              2,500
              
              
              6,374
              
              
              10,365
              
              
              19,508Interest
                  on trust fund investment
              
              
              243,596
              
              
              155,699
              
              
              671,731
              
              
              390,412
              
              
              1,237,747Total
                  other income
              
              
              245,039
              
              
              158,199
              
              
              678,105
              
              
              400,777
              
              
              1,257,255Income
                  before income taxes
              
              
              279,660
              
              
              17,876
              
              
              512,629
              
              
              108,157
              
              
              600,786Income
                  tax provision
              
              
              (95,100
              )
              
              (7,950
              )
              
              (174,600
              )
              
              (42,950
              )
              
              (204,150
              )Net
                  income
              
              $
              184,560
              
              $
              9,926
              
              $
              338,029
              
              $
              65,207
              
              $
              396,636
 Weighted
                  average shares of commonstock outstandingBasic
                  and diluted
              
              
              5,600,000
              
              
              5,600,000
              
              
              5,600,000
              
              
              5,600,000
              
              
              5,079,918Earnings
                  per common shareBasic
                  and diluted
              
              $
              .03
              
              $
              .00
              
              $
              .06
              
              $
              .01
              
              $
              .08


See
      accompanying notes to unaudited condensed financial statements.


3


**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**








**CONDENSED
      STATEMENTS OF CASH FLOWS (UNAUDITED)**




**Nine
                Months**
              **Ended**
              **September
                30,**
              **2006**
            
            
            **Nine
                Months**
              **Ended**
              **September
                30,**
              **2005**
            
            
            **September
                24, 2004 (Inception) to**
              **September
                30,**
              **2006****Cash
                flows from operating activities:**Net
                income
            
            $
            338,029
            
            $
            65,207
            
            $
            396,636Adjustments
                to reconcile net income to net cash used in operating
              activities:Interest
                income on investments held in trust
            
            
            (839,559
            )
            
            (487,954
            )
            
            (1,546,991
            ))(Increase)
                decrease in prepaid expenses and other current assets
            
            
            (66,470
            )
            
            8,950
            
            
            (92,595
            )Increase
                in deferred income taxes
            
            
            (113,300
            )
            
            -
            
            
            (254,300
            )Increase
                in accounts payable and accrued expenses
            
            
            22,520
            
            
            35,832
            
            
            143,908Increase
                in income taxes payable
            
            
            203,643
            
            
            -
            
            
            310,443Increase
                in deferred interest
            
            
            167,827
            
            
            97,542
            
            
            309,243Net
                cash used in operating activities
            
            
            (287,310
            )
            
            (280,423
            )
            
            (733,656
            )**Cash
                flows from investing activities:**Payments
                of acquisition costs
            
            
            (93,025
            )
            
            -
            
            
            (93,025
            )Purchase
                of treasury bills held in trust
            
            
            (99,746,599
            )
            
            (48,233,485
            )
            
            (196,130,666
            )Maturity
                of treasury bills held in trust
            
            
            99,747,000
            
            
            48,233,000
            
            
            172,396,000(Increase)
                decrease in cash held in trust
            
            
            (151
            )
            
            735
            
            
            (834
            )Net
                cash (used in) provided by investing activities
            
            
            (92,775
            )
            
            250
            
            
            (23,828,525
            )**Cash
                flows from financing activities:**Proceeds
                from sale of shares of common stock to initial stockholders
            
            
            -
            
            
            -
            
            
            25,000Proceeds
                from note payable, stockholder
            
            
            -
            
            
            -
            
            
            35,000Repayment
                of note payable, stockholder
            
            
            -
            
            
            -
            
            
            (35,000
            )Proceeds
                from public issuance of 4,600,000 units
            
            
            -
            
            
            -
            
            
            27,600,000Proceeds
                from issuance of option
            
            
            -
            
            
            -
            
            
            100Payment
                of costs of public offering
            
            
            -
            
            
            (32,401
            )
            
            (2,909,346
            )Net
                cash (used in) provided by financing activities
            
            
            -
            
            
            (32,401
            )
            
            24,715,754Net
                (decrease) increase in cash and cash equivalents
            
            
            (380,085
            )
            
            (312,574
            )
            
            153,573Cash
                and cash equivalents at beginning of period
            
            
            533,658
            
            
            941,943
            
            
            -Cash
                and cash equivalents at end of period
            
            $
            153,573
            
            $
            629,369
            
            $
            153,573


**Supplemental
      disclosure of non-cash investing activities:**


Accrued
                acquisition costs
            $
                217,490
            
            -
            
            $
                217,490











See
      accompanying notes to unaudited condensed financial statements.


4


**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**





**NOTES
      TO UNAUDITED CONDENSED FINANCIAL STATEMENTS**





**1. 
      Basis of Presentation**





The **** condensed **** financial
      statements at September 30, 2006 and for the three and nine months ended
      September 30, 2006 and 2005, and for the period from September 24, 2004
      (inception) to September 30, 2006 are unaudited and include the accounts of
      Millstream II Acquisition Corporation (a corporation in the development stage)
      (the “Company”). The condensed balance sheet at December 31, 2005 has been
      derived from the audited financial statements.





In
      the
      opinion of management, all adjustments (consisting of normal accruals) have
      been
      made that are necessary to present fairly the financial position of the Company
      as of September 30, 2006 and 2005 and the results of its operations and its
      cash
      flows for the three and nine months ended September 30, 2006 and 2005. The
      Company commenced operations effective September 24, 2004. Operating results
      for
      the interim period presented are not necessarily indicative of the results
      to be
      expected for a full year.





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





**2. 
      Organization and Business Operations**





The
      Company was incorporated in Delaware on September 24, 2004 as a blank check
      company whose objective is to acquire an operating business.





The
      registration statement for the Company’s initial public offering (the
“Offering") was declared effective on December 17, 2004. The Company consummated
      the Offering, including the over-allotment option, on December 23, 2004 and
      December 30, 2004, respectively, and raised total net proceeds of approximately
      $24,691,000. The Company’s management has broad discretion with respect to the
      specific application of the net proceeds of the Offering, although substantially
      all of the net proceeds of the Offering are intended to be generally applied
      toward consummating a business combination with an operating business ("Business
      Combination"). There is no assurance that the Company will be able to
      successfully effect a Business Combination. An amount of $23,736,000 of the
      net
      proceeds was placed in an interest-bearing trust account ("Trust Account")
      until
      the earlier of (i) the consummation of a Business Combination or (ii)
      liquidation of the Company. Under the agreement governing the Trust Account,
      funds will be invested only in United States government securities (Treasury
      Bills) with a maturity of 180 days or less. This amount has been invested in
      United States Treasury Bills, which have been accounted for as trading
      securities (see Note 4). The remaining net proceeds (not held in the Trust
      Account) may be used to pay for business, legal and accounting due diligence
      on
      prospective acquisitions and continuing general and administrative expenses.





The
      Company, after signing a definitive agreement for the acquisition of a target
      business, will submit such transaction for stockholder approval. In the event
      that stockholders owning 20% or more of the shares sold in the Offering vote
      against the Business Combination and exercise their conversion rights described
      below, the Business Combination will not be consummated. All of the Company’s
      stockholders prior to the Offering, including all of the officers and directors
      of the Company ("Initial Stockholders"), have agreed to vote their 1,000,000
      founding shares of common stock in accordance with the vote of the majority
      of
      all other stockholders of the Company ("Public Stockholders") with respect
      to
      any Business Combination. After consummation of a Business Combination, these
      voting safeguards will no longer be applicable.


5


**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**





**NOTES
      TO UNAUDITED** **CONDENSED
      FINANCIAL STATEMENTS - (Continued)**





**2. 
      Organization and Business Operations (continued)**








With
      respect to a Business Combination that is approved and consummated, any Public
      Stockholder who voted against the Business Combination may demand that the
      Company convert his or her shares to cash. The per share conversion price will
      equal the amount in the Trust Account, calculated as of two business days prior
      to the consummation of the Business Combination, divided by the number of shares
      of common stock held by Public Stockholders at the consummation of the Offering.
      Accordingly, Public Stockholders holding 19.99% of the aggregate number of
      shares owned by all Public Stockholders may seek conversion of their shares
      in
      the event of a Business Combination. Such Public Stockholders are entitled
      to
      receive their per share interest in the Trust Account computed without regard
      to
      the shares held by Initial Stockholders. Accordingly, a portion of the net
      proceeds from the Offering (19.99% of the amount held in the Trust Account)
      has
      been classified as common stock subject to possible conversion in the
      accompanying balance sheets and 19.99% of the related interest earned has been
      recorded as deferred interest.





The
      Company’s Certificate of Incorporation, as amended, provides for mandatory
      liquidation of the Company in the event that the Company does not consummate
      a
      Business Combination within 18 months from the date of the consummation of
      the
      Offering (June 23, 2006), or 24 months from the consummation of the Offering
      (December 23, 2006) if certain extension criteria have been satisfied. There
      is
      no assurance that the Company will be able to successfully effect a Business
      Combination during this period.  This factor raises substantial doubt about
      the Company's ability to continue as a going concern. The accompanying financial
      statements are prepared assuming the Company will continue as a going concern.
      The financial statements do not include any adjustments that might result from
      the outcome of this uncertainty.  In the
      event of liquidation, it is likely that the per share value of the residual
      assets remaining available for distribution (including Trust Account assets)
      will be less than the initial public offering price per share in the Offering
      due to costs related to the Offering, general and administrative expenses
      incurred prior to the liquidation event and since no value would be attributed
      to the Warrants contained in the Units sold (see Note 6).





**3. 
      Recent Accounting Pronouncement**





In
      June 2006, the Financial Accounting Standards Board (“FASB”) issued FASB
      Interpretation No. 48, “Accounting for Uncertainty in Income Taxes,” an
      interpretation of FASB Statement No. 109 (“FIN 48”), which provides
      criteria for the recognition, measurement, presentation and disclosure of
      uncertain tax positions. A tax benefit from an uncertain position may be
      recognized only if it is “more likely than not” that the position is sustainable
      based on its technical merits. The provisions of FIN 48 are effective for fiscal
      years beginning after December 15, 2006. The Company does not expect FIN 48
      will have a material effect on its consolidated financial condition or results
      of operations.





**4. 
      Investments Held in Trust**





Investments
      held in trust at September 30, 2006 consist of a zero coupon United States
      Treasury Bill with a face value of $25,312,000 purchased at a discount of
      99.2471% due October 12, 2006 and carried on the Company’s financial statements
      at $25,282,491, which includes interest of $160,194 and trust cash of $866.





Investments
      held in trust at December 31, 2005 consist of a zero coupon United States
      Treasury Bill with a face value of $24,656,000 purchased at a discount of
      99.0268% due March 23, 2006 and carried on the Company’s financial statements at
      $24,443,182, which includes interest of $26,426 and trust cash of
      $703.


6


**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**





**NOTES
      TO UNAUDITED** **CONDENSED
      FINANCIAL STATEMENTS - (Continued)**





**5.
       Earnings per Share**





The
      following table sets forth the computation of basic and diluted earnings per
      share:





**Quarter
                Ended September 30, 2006**
            
            **Quarter
                Ended**
              **September
                30, 2005**
            
            **Nine
                Months Ended**
              **September
                30,**
              **2006**
            
            **Nine
                Months**
              **Ended**
              **September
                30,**
              **2005**
            
            **September
                24, 2004 (Inception) to September 30,**
              **2006**Numerator:
                Net income
            
            $
            184,560
            
            $
            9,926
            
            $
            338,029
            
            $
            65,207
            
            $
            396,636Denominator:
                Average common Shares
              outstanding
            
            
            5,600,000
            
            
            5,600,000
            
            
            5,600,000
            
            
            5,600,000
            
            
            5,079,918Basic
                and diluted earnings per share
            
            $
            .03
            
            $
            .00
            
            $
            .06
            
            $
            .01
            
            $
            .08





No
      computation for diluted earnings per share was prepared for the Redeemable
      Common Stock Purchase Warrants (see Note 6) to purchase an aggregate of
      9,200,000 shares of common stock at $5.00 per share and the underwriters’ option
      (see Note 6) to purchase 300,000 Units at an exercise price of $9.90 per Unit
      (with underlying warrants at $6.25 per share), respectively, that were
      outstanding at September 30, 2006 and 2005 because the shares underlying the
      conversion of the warrants are contingently issuable and the exercise price
      of
      the underwriters’ option is in excess of the related market value of the
      Units.





**6. 
      Stockholders’ Equity**





**The
      Offering**


The
      Company sold 4,600,000 units ("Units") in the Offering, which included all
      of
      the 600,000 Units subject to the underwriters’ over-allotment option. Each Unit
      consists of one share of the Company’s common stock, $.0001 par value, and two
      Redeemable Common Stock Purchase Warrants ("Warrants"). Each Warrant entitles
      the holder to purchase from the Company one share of common stock at an exercise
      price of $5.00 commencing the later of the completion of a Business Combination
      with a target business or December 17, 2005 and expiring December 16, 2008.
      The
      Warrants will be redeemable at a price of $.01 per Warrant upon 30 days notice
      after the Warrants become exercisable, only in the event that the last sale
      price of the common stock is at least $8.50 per share for any 20 trading days
      within a 30 trading day period ending on the third day prior to the date on
      which notice of redemption is given. In connection with this Offering, the
      Company issued an option, for $100, to the representative of the underwriters
      of
      its IPO to purchase 300,000 Units at an exercise price of $9.90 per Unit (see
      Common Stock Commitments below). The Company may be unable to deliver any
      securities upon exercise of the Warrants, including Warrants underlying the
      underwriter’s option, if a registration statement is not effective with respect
      to the common stock underlying such warrants at the time of the exercise. If
      the
      Company is unable to deliver any securities pursuant to the exercise of the
      warrants, including the warrants underlying the underwriter’s option, the
      Company will have no obligation to pay registered warrant holders any cash
      or
      otherwise “net cash settle” the warrants. As a result, the warrants may expire
      worthless.





7


**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**





**NOTES
      TO UNAUDITED** **CONDENSED
      FINANCIAL STATEMENTS - (Continued)**





**6.
      Stockholders’ Equity (continued)**





**The
      Offering (continued)**


The
      Company accounted for the fair value of the option, inclusive of the receipt
      of
      the $100 cash payment, as an expense of the Offering resulting in a charge
      directly to stockholders’ equity. The Company estimated that the fair value of
      this option was approximately $621,000 ($2.07 per Unit) using a Black-Scholes
      option-pricing model. The fair value of the option granted to the underwriter
      was estimated as of the date of grant using the following assumptions: (1)
      expected volatility of 51.45%, (2) risk-free interest rate of 3.59% and (3)
      expected life of
      five
      years. The option may be exercised for cash or on a ‘‘cashless’’ basis, at the
      holder’s option, such that the holder may use the appreciated value of the
      option (the difference between the exercise prices of the option and the
      underlying Warrants and the market price of the Units and underlying securities)
      to exercise the option without the payment of any cash. The warrants underlying
      such Units are exercisable at $6.25 per share, but otherwise have the same
      terms
      and conditions as the Warrants. Separate trading of the Common Stock and
      Warrants underlying the Company’s Units commenced in January 2005.





**Common
      Stock**


The
      Company’s Initial Stockholders purchased 347,500 common shares for $24,947 and
      527,500 common shares for $53 on September 29, 2004. On December 7, 2004, the
      Board of Directors authorized a stock dividend of 0.1428571 shares of common
      stock for each share of common stock outstanding, bringing the initial
      outstanding shares to 1,000,000. All references in the accompanying financial
      statements to the number of shares of common stock outstanding for the Initial
      Stockholders have been retroactively restated to reflect this
      transaction.





**Preferred
      Stock**


The
      Company is authorized to issue 1,000,000 shares of preferred stock, par value
      $.0001 per share, with such designations, voting and other rights and
      preferences as may be determined from time to time by the Board of Directors.
      As
      of September 30, 2006, no shares of preferred stock have been
      issued.





**Common
      Stock Commitments**


The
      Company has 10,100,000 shares of common stock commitments in the form of
      Warrants and the underwriters’ option, which are currently not exercisable. Only
      9,400,000 common shares are available for issuance under the current amount
      of
      authorized shares. The Company intends to increase its number of authorized
      shares in connection with a business combination and prior to the date in which
      the Warrants and the underwriters’ option become exercisable. The Company’s
      underwriters have committed that the Company will not be obligated to issue
      240,000 of the Units described in The Offering above if the Company is unable
      to
      increase its number of authorized shares. These 240,000 Units represent 720,000
      shares of common stock commitments.





**7.
      Merger**





On
      August
      11, 2006, the Company entered into a definitive merger agreement with Specialty
      Surfaces International, Inc. t/a Sprinturf (“Sprinturf”), a privately held
      company based in Wayne, Pennsylvania that is a leading developer, marketer
      and
      installer of synthetic turf systems for athletic fields and other related
      products for residential and commercial landscaping applications.  Upon
      consummation of the merger, the Company will change its name to Sprinturf
      Corporation.  On November 15, 2006, certain terms of the definitive merger


8


**MILLSTREAM
      II ACQUISITION CORPORATION**


**(a
      corporation in the development stage)**





**NOTES
      TO UNAUDITED** **CONDENSED
      FINANCIAL STATEMENTS - (Continued)**





**7.
      Merger (continued)**





agreement
      were amended. As a result of the merger, the shareholder of Sprinturf will
      receive (i) $8,000,000 in cash, (ii) 1,500,000 shares of the common stock of
      the
      Company, representing 21.1% of the common shares of the combined entity, (iii)
      an amount of delayed consideration not to exceed $2,000,000 and 2,000,000 common
      shares if certain financial targets are met in 2007 and 2008 as defined in
      the
      merger agreement, (iv) an amount of delayed consideration to be paid in cash
      equal to 2% of the increase in Sprinturf’s annual net sales for the fiscal years
      ended December 31, 2007, 2008 and 2009 over Sprinturf’s net sales for the
      immediately preceding fiscal year not to exceed $600,000 per annum, and (v)
      an
      amount of delayed consideration of cash equal to $0.50 for each $1.00 collected
      with respect to certain accounts receivable at any time prior to the two year
      anniversary of the closing date.  The consummation of the merger is subject
      to customary closing conditions, including the approval of the merger agreement
      by the Company’s stockholders.  In addition, as the merger will constitute
      a Business Combination, in order for the Company to consummate the merger,
      holders of less than 20% of the shares of the Company’s common stock may vote
      against the merger and elect to convert their shares of common stock into a
      pro
      rata share of the Trust Account.





On
      August
      23, 2006, the Company filed a Preliminary Proxy Statement on Schedule 14A with
      the Securities and Exchange Commission. The Proxy Statement is for a special
      meeting of the Company’s stockholders at which the stockholders will vote on the
      merger, the amendment and restatement of the Company’s certificate of
      incorporation and the adoption of a stock incentive plan. Assuming that the
      Company receives the requisite vote of its stockholders, the Company anticipates
      consummating the merger promptly after the date of this special meeting of
      stockholders. Amendments to the Preliminary Proxy Statement on Schedule 14A
      were
      filed on October 10, 2006, November 17, 2006 and November 29, 2006.





Through
      September 30, 2006, the Company incurred $310,515 of costs relating to the
      merger.





Should
      the Company be unable to effect the merger within the appropriate timetable
      and
      the Company liquidates, cash on the balance sheet would first be used to
      liquidate any outstanding payable amounts. If such funds are insufficient,
      the
      Company anticipates that assets held in the Trust Account will be used to pay
      for the expenses of the dissolution and liquidation. An officer and initial
      stockholder has agreed to indemnify the Company for losses it may suffer to
      the
      extent that the proceeds from the Trust Account are reduced by the claims of
      various vendors that are owed money by the Company for services rendered or
      products sold to it, however, should the individual be unable to satisfy those
      obligations, the Trust Account would be further reduced.





**8.**  **Commitment**





The
      Company presently occupies office space provided by an affiliate of an Initial
      Stockholder, who is also an officer. Such affiliate has agreed that, until
      the
      acquisition of a target business by the Company, it will make such office space,
      as well as certain office and secretarial services, available to the Company,
      as
      may be required by the Company from time to time. The Company has agreed to
      pay
      the affiliate $7,500 per month for such services commencing December 17, 2004.
      Effective October 1, 2006, payment for these services has ceased but will
      continue to accrue. Payment will not be made until the merger is successfully
      consummated.








9


**Item
      2.  Plan of Operation.**





***CAUTIONARY
      STATEMENT FOR FORWARD-LOOKING STATEMENTS***





*This
      Quarterly Report on Form 10-QSB includes forward-looking statements within
      the
      meaning of Section 27A of the Securities Act of 1933, as amended, and Section
      21E of the Securities Exchange Act of 1934, as amended. We have based these
      forward-looking statements on our current expectations and projections about
      future events. These forward-looking statements are subject to known and unknown
      risks, uncertainties and assumptions about us that may cause our actual results,
      levels of activity, performance or achievements to be materially different
      from
      any future results, levels of activity, performance or achievements expressed
      or
      implied by such forward-looking statements. In some cases, you can identify
      forward-looking statements by terminology such as “may,” “should,” “could,”
“would,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “continue,” or
      the negative of such terms or other similar expressions. Factors that might
      cause or contribute to such a discrepancy include, but are not limited to,
      those
      described in our other Securities and Exchange Commission filings, including
      our
      report on Form 10-KSB as filed on March 30, 2006. The following discussion
      should be read in conjunction with our Financial Statements and related Notes
      thereto included elsewhere in this report.*





We
      were
      formed on September 24, 2004 to serve as a vehicle to effect a merger, capital
      stock exchange, asset acquisition or other similar business combination with
      a
      currently unidentified operating business that we believe has growth potential.
      We intend to utilize the proceeds of our initial public offering (“IPO”), our
      capital stock, debt or a combination of cash, capital stock and debt, in
      effecting a business combination.





We
      consummated our Offering on December 23, 2004. Until consummation of the
      Offering, all of our activity related to our formation and the Offering. Since
      December 23, 2004, all of our activity related to searching for a target
      businesses to acquire and consummating the acquisition.





Net
      income of $184,560 reported for the quarter ended September 30, 2006 consists
      primarily of $14,763 for director and officer liability insurance, $22,500
      for a
      monthly administrative services agreement, $5,000 for franchise and state
      capital stock taxes, $7,200 for legal and accounting fees, $95,100 for federal
      income taxes and $5,459 for other expenses. A franchise tax refund of $61,543
      was recorded as a credit in expense following completion of the tax returns
      and
      the determination that too much was paid in prior years, and $18,000 of 2006
      overpayments and $10,000 of accruals expensed in prior quarters were reversed
      in
      the current quarter. Interest on the trust fund investment was $243,596,
      excluding $60,861 of deferred interest, and interest earned on the money market
      account was $1,443.





Net
      income of $9,926 reported for the quarter ended September 30, 2005 consists
      primarily of $14,250 for director and officer liability insurance, $22,500
      for a
      monthly administrative services agreement, $10,500 for franchise and state
      capital stock taxes, $5,096 for legal and accounting fees, $7,950 for federal
      and state income taxes, $64,082 for failed acquisition costs and $23,895 for
      other expenses. Interest on the trust fund investment was $155,699, excluding
      $38,801 of deferred interest, and interest earned on the money market account
      was $2,500.





Net
      income of $338,029 reported for the nine months ended September 30, 2006
      consists primarily of $43,349 for director and officer liability insurance,
      $67,500 for a monthly administrative services agreement, $17,000 for franchise
      and state capital stock taxes, $75,441 for legal and accounting fees, $174,600
      for federal income taxes, and $23,729 for other expenses. In addition, a credit
      of $61,543 was recorded for refunds of state franchise tax for amounts paid
      in
      prior years in excess of amounts due on completed returns. Interest on the
      trust
      fund investment was $671,731, excluding $167,828 of deferred interest, and
      interest earned on the money market account was $6,374.






10





Net
      income of $65,207 reported for the nine months ended September 30, 2005 consists
      primarily of $42,750 for director and officer liability insurance, $67,500
      for a
      monthly administrative services agreement, $44,928 for franchise and state
      capital stock taxes, $24,147 for legal and accounting fees, $42,950 for federal
      and state income taxes, $64,082 for failed acquisition costs and $49,213 for
      other expenses. Interest on the trust fund investment was $390,412, excluding
      $97,542 of deferred interest, and interest earned on the money market account
      was $10,365.





Net
      income of $396,636 reported for the period from September 24, 2004 (inception)
      to September 30, 2006 consists primarily of $102,724 for director and officer
      liability insurance, $161,250 for a monthly administrative services agreement,
      $41,596 for franchise and state capital stock taxes, $159,886 for legal and
      accounting fees, $204,150 for federal income taxes, $114,220 for failed
      acquisition costs and $76,793 for other expenses. Interest on the trust fund
      investment was $1,237,747, excluding $309,243 of deferred interest, and interest
      earned on the money market account was $19,508.





We
      received net proceeds of $24,690,054 from our initial public offering. After
      depositing $23,736,000 in the trust fund, we used the balance of the net
      proceeds totaling $954,054 as follows:





Merger-related
                costs
            
            $
            107,900Directors
                and officers insurance policy for two years
            
            
            115,026Professional
                fees (attorneys, accountants, consultants)
            
            
            219,650Federal
                and state taxes, including franchise/capital stock taxes
            
            
            209,983Administrative
                services fee
            
            
            161,250Other
                operational costs, net of interest income earned on cash
                balance
            
            
            33,073Remaining
                cash at November 14, 2006
            
            
            107,172





Through
      November 14, 2006, we paid $107,900 of costs relating to the merger. As of
      November 14, 2006, we have $107,172 in cash and cash equivalents, excluding
      the
      trust fund. As of November 14, 2006, we had accounts payable and accrued
      expenses of approximately $516,000, including legal fees payable to Broad and
      Cassel, accounting fees due to Goldstein Golub Kessler LLP, trustee fees due
      to
      Continental Stock Transfer and Trust Company, printing and edgarizing fees
      related to the proxy statement and other quarterly and current reports payable
      to St. Ives Financial Printers and The Scullin Group, Inc., our consultants’
fees payable to Renthon LLC and Delaware franchise tax and Federal income tax.
      The funds outside the trust are insufficient to cover our current accounts
      payable and accrued expenses. Except for accrued liabilities for Delaware
      franchise tax and Federal income tax of approximately $64,000, we currently
      believe all the accounts payable and accrued expenses reflected on our balance
      sheet would be considered vendor claims for the purpose of the indemnification
      provided by Mr. Arthur Spector. The trust assets will be reduced to the extent
      of the Delaware franchise tax and the Federal income tax amounts due. There
      can
      be no assurances that Mr. Spector will be able to satisfy his indemnification
      obligations. If Mr. Spector is unable to satisfy his obligations under the
      indemnification agreement, the trust fund will be reduced by the amount of
      these
      accounts payable and accrued expenses and stockholders will receive less in
      the
      liquidation of the Company.





Estimated
      proceeds not held in trust on the registration statement were $853,000. Actual
      net proceeds not held in trust were $954,054. The difference related primarily
      to legal fees being less than estimated by approximately $95,000 and actual
      other expenses approximately $6,000 less than estimated. The use of proceeds
      as
      estimated in the registration statement is fairly accurate except legal and
      accounting fees related to SEC reporting obligations are expected to total
      approximately $60,000, or $20,000 higher than originally expected. We also
      expect working capital needs to be approximately $20,000 higher than expected,
      primarily due to higher federal taxes as a result of higher interest earnings
      on
      the trust fund assets than expected. In addition, professional fees in the
      table
      above include $62,763 of legal and accounting fees and $50,000 of consulting
      fees relating to failed acquisitions.








11





We
      are
      obligated, commencing December 17, 2004, to pay to 400 Building LLC, an
      affiliate of Arthur Spector, our
      chairman of the board, chief executive officer and president ,
      a
      monthly fee of $7,500 for general and administrative services. In addition,
      on
      September 29, 2004, Mr. Spector advanced $35,000 to us, on a non-interest
      bearing basis, for payment on our behalf of offering expenses. This loan was
      repaid in December 2004 out of proceeds of the Offering.





In
      connection with the Offering, we issued to the underwriters, for $100, an option
      to purchase up to a total of 300,000 units exercisable at $9.90 per unit. The
      units issuable upon exercise of this purchase option are identical to the units
      we sold in the Offering except that the warrants included in the option have
      an
      exercise price of $6.25. We estimated that the fair value of this option was
      approximately $621,000 ($2.07 per unit underlying such option) using a
      Black-Scholes option-pricing model. The fair value of the option granted to
      the
      underwriter was estimated as of the date of grant using the following
      assumptions: (1) expected volatility of 51.45%, (2) risk-free interest rate
      of
      3.59% and (3) expected life of five years.





*Off-balance
      sheet arrangements*





Options
      and warrants issued in conjunction with our initial public offering are
      equity-linked derivatives and, accordingly, represent off-balance sheet
      arrangements. The options and warrants meet the scope exception in paragraph
      11(a) of FAS 133 and are accordingly not accounted for as derivatives for
      purposes of FAS 133, but instead are accounted for as equity. See Note 6 to
      the
      financial statements for more information.




**Item
      3. Controls and Procedures.**





Disclosure
      controls and procedures are controls and other procedures that are designed
      to
      ensure that information required to be disclosed in company reports filed or
      submitted under the Securities Exchange Act of 1934 (the “Exchange Act”) is
      recorded, processed, summarized and reported, within the time periods specified
      in the Securities and Exchange Commission’s rules and forms. Disclosure controls
      and procedures include, without limitation, controls and procedures designed
      to
      ensure that information required to be disclosed in company reports filed or
      submitted under the Exchange Act is accumulated and communicated to management,
      including our chief executive officer, as appropriate to allow timely decisions
      regarding required disclosure.





As
      required by Rules 13a-15 and 15d-15 under the Exchange Act, our Chief Executive
      Officer (principal executive, financial and accounting officer) carried out
      an
      evaluation of the effectiveness of the design and operation of our disclosure
      controls and procedures as of September 30, 2006. Based upon his evaluation,
      he
      concluded that our disclosure controls and procedures were
      effective.





Our
      internal control over financial reporting is a process designed by, or under
      the
      supervision of, our chief executive officer and effected by our board of
      directors, management and other personnel, to provide reasonable assurance
      regarding the reliability of our financial reporting and the preparation of
      our
      financial statements for external purposes in accordance with generally accepted
      accounting principles (United States). Internal control over financial reporting
      includes policies and procedures that pertain to the maintenance of records
      that
      in reasonable detail accurately and fairly reflect the transactions and
      dispositions of our assets; provide reasonable assurance that transactions
      are
      recorded as necessary to permit preparation of our financial statements in
      accordance with generally accepted accounting principles (United States), and
      that our receipts and expenditures are being made only in accordance with the
      authorization of our board of directors and management; and provide reasonable
      assurance regarding prevention or timely detection of unauthorized acquisition,
      use or disposition of our assets that could have a material effect on our
      financial statements.






12





During
      the most recently completed fiscal quarter, there has been no change in our
      internal control over financial reporting that has materially affected, or
      is
      reasonably likely to materially affect, our internal control over financial
      reporting.








**PART
      II** **-** **OTHER INFORMATION**





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





On
      December 23, 2004, we consummated the Offering of 4,000,000 Units, with each
      Unit consisting of one share of our common stock and two warrants, each to
      purchase one share of our common stock at an exercise price of $5.00 per share.
      On December 30, 2004, we closed on an additional 600,000 Units that were subject
      to the underwriters’ over-allotment option. The Units were sold at an offering
      price of $6.00 per unit, generating total gross proceeds of $27,600,000.
      EarlyBirdCapital, Inc. acted as lead underwriter. The securities sold in the
      Offering were registered under the Securities Act of 1933 on a registration
      statement on Form S-1 (No. 333-119937). The Securities and Exchange Commission
      declared the registration statement effective on December 17, 2004.





We
      paid a
      total of $2,909,000 in underwriting discounts and commissions and offering
      expenses. After deducting the underwriting discounts and commissions and the
      offering expenses, the total net proceeds to us from the Offering were
      approximately $24,691,000, of which $23,736,000 was deposited into the trust
      account (or $5.16 per share sold in the Offering) and the remaining proceeds
      are
      available to be used to provide for business, legal and accounting due diligence
      on prospective business combinations and continuing general and administrative
      expenses.





For
      a
      description of the use of the proceeds generated in the Offering, see Part
      I,
      Item 2 of this Form 10-QSB.





**Item
      6.  Exhibits.**





Exhibit
                  No.
              Description4.1
              Warrant
                  Clarification Agreement dated October 2, 2006 between Millstream
                  II
                  Acquisition Corporation and Continental Stock Transfer & Trust
                  Company4.2
              Amendment
                  to Unit Purchase Option dated October 4, 2006 between Millstream
                  II
                  Acquisition Corporation and the holders designated on the signature
                  page
                  of the agreement.31
              Certification
                  of Chairman, Chief Executive Officer and President pursuant to
                  Section 302
                  of the Sarbanes-Oxley Act of 2002.32
              Certification
                  of Chairman, Chief Executive Officer and President pursuant to
                  Section 906
                  of the Sarbanes-Oxley Act of
                  2002.
  13


**SIGNATURES**





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




MILLSTREAM
                  II ACQUISITION CORPORATIONBy:/s/
                  Arthur SpectorArthur
                  SpectorChairman
                  of the Board, President and Chief Executive Officer(Principal
                  executive, financial and accounting
                  officer)





Date:
      November 29, 2006




14