EXHIBIT 31

        CERTIFICATION OF CHAIRMAN, CHIEF EXECUTIVE OFFICER AND PRESIDENT
            PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Arthur Spector, certify that:

1.       I have reviewed this quarterly report on Form 10-Q of Millstream II
         Acquisition Corporation;

2.       Based on my knowledge, this report does not contain any untrue
         statement of a material fact or omit to state a material fact necessary
         to make the statements made, in light of the circumstances under which
         such statements were made, not misleading with respect to the period
         covered by this report;

3.       Based on my knowledge, the financial statements, and other financial
         information included in this report, fairly present in all material
         respects the financial condition, results of operations and cash flows
         of the small business issuer as of, and for, the periods presented in
         this report;

4.       The small business issuer's other certifying officer and I are
         responsible for establishing and maintaining disclosure controls and
         procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
         for the small business issuer and have:

          a)   Designed such disclosure controls and procedures,  or caused such
               disclosure  controls  and  procedures  to be  designed  under our
               supervision,  to ensure that material information relating to the
               small business issuer,  including its consolidated  subsidiaries,
               is made known to us by others within those entities, particularly
               during the period in which this report is being prepared; and

          b)   Evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure  controls and  procedures and presented in this report
               our  conclusions   about  the  effectiveness  of  the  disclosure
               controls and  procedures,  as of the end of the period covered by
               this report based on such evaluation; and

          c)   Disclosed  in  this  report  any  change  in the  small  business
               issuer's internal control over financial  reporting that occurred
               during the small  business  issuer's most recent  fiscal  quarter
               (the small business issuer's fourth fiscal quarter in the case of
               an annual report) that has materially affected,  or is reasonably
               likely to materially affect, the small business issuer's internal
               control over financial reporting; and

5.       The small business issuer's other certifying officer and I have
         disclosed, based on our most recent evaluation of internal control over
         financial reporting, to the small business issuer's auditors and the
         audit committee of the small business issuer's board of directors (or
         persons performing the equivalent functions):

          a)   All  significant  deficiencies  and  material  weaknesses  in the
               design or operation of internal control over financial  reporting
               which are reasonably  likely to adversely affect the registrant's
               ability  to  record,  process,  summarize  and  report  financial
               information; and

          b)   Any fraud,  whether or not material,  that involves management or
               other employees who have a significant role in the small business
               issuer's internal control over financial reporting.

Date: May 13, 2005


                               /s/ Arthur Spector
                               -----------------------------------
                               Arthur Spector
                               Chairman of the Board,
                               Chief  Executive  Officer and President
                               (Principal executive and financial officer)




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