UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q








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





For the
quarterly period ended December 31, 2008





[   ]
TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT





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                                                                                                (IRS
Employer Identification No.)


incorporation
or organization)





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


(Address
of principal executive
offices)                                                                                                           
(Zip Code)





(801)
489-9438


(Registrant’s
telephone number, including area code)





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
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 [  ]





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   ̈ (Do not check if a
smaller reporting
company)                                                                                                                                Smaller
reporting company [X]





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes
[X]   No [  ]





Indicate
the number of shares outstanding of each of the issuer’s classes of common
equity, as of the latest practicable date.21,118,203 shares of $0.001
par value common stock on February 16, 2009


1


Part I -
Financial Information





Item 1 -
Financial Statements





Index to Unaudited
FinancialStatementsPage





Balance
Sheets – December 31, 2008 (unaudited) and March 31,
2008                                                                                                
3





Unaudited
Statements of Operations – Three and nine months ended December 31, 2008 and
2007,


and from
the inception of the development stage (May 26, 2005) through December 31,
2008                                                      
4





Unaudited
Statements of Cash Flows – Nine months ended December 31, 2008 and
2007,


and from
the inception of the development stage (May 26, 2005) through December 31,
2008                                                      
5





Notes to
unaudited financial
statements                                                                                                                                               
6-7





2








Millstream
      Ventures, Inc.(A
      Development Stage Enterprise)Balance
      SheetsDecember
      31
              
              March
      31,2008
              
              2008(unaudited)Current
      Assets:Cash
              
              $                349
              
              $             6,467Prepaid
      expense
              
              -
              
              2,500Total
      Assets
              
              $                349
              
              $             8,967Liabilities
      and Stockholders' Equity (Deficit):Current
      Liabilities:Accounts
      payable
              
              $             2,319
              
              $                  95Accounts
      payable - related party (note 4)
              
              -
              
              619Note
      payable - related party (note 4)
              
              16,000
              
              -Accrued
      interest, note payable - related party (note 4)
              
              616
              
              -Contingent
      liability - related party (note 4)
              
              -
              
              -Total
      Liabilities
              
              18,935
              
              714Stockholders'
      Equity (Deficit) (note 2):Preferred
      stock, $.001 par value, 10,000,000 shares authorized,no
      shares issued and outstanding
              
              -
              
              -Common
      stock, $.001 par value, 200,000,000 shares authorized,21,118,203
      shares issued and outstanding
              
              21,118
              
              21,118Paid-in
      capital
              
              11,397
              
              11,397Accumulated
      deficit ($388,919 deficit eliminated onMarch
      31, 2001 as part of a quasi-reorganization)
              
              (4,920)
              
              (4,920)Deficit
      accumulated since inception of development stage
              
              (46,181)
              
              (19,342)Total
      Stockholders' Equity (Deficit)
              
              (18,586)
              
              8,253Total
      Liabilities and Stockholders' Equity (Deficit)
              
              $                349
              
              $             8,967See
      accompanying notes to the unaudited financial
  statements.





3





Millstream
      Ventures, Inc.(A
      Development Stage Enterprise)Unaudited
      Statements of OperationsFrom
      theInception
      of theDevelopmentStage
      (May 26,For
      the Three Months Ended
              
              For
      the Nine Months Ended
              
              2005)
      throughDecember
      31,
              
              December
      31,
              
              December
      31,2008
              
              2007
              
              2008
              
              2007
              
              2008Revenue
              
              $                -
              
              $               -
              
              $               -
              
              $               -
              
              $                      -Expenses:Management
      fees - relatedparty
      (note 4)
              
              1,875
              
              -
              
              8,963
              
              -
              
              10,969Legal
      and accounting fees
              3,820
              
              -
              
              14,204
              
              1,088
              
              25,138Other
      general andadministrative
      expenses
              685
              
              66
              
              2,493
              
              1,046
              
              8,895Total
      Expenses
              
              6,380
              
              66
              
              25,660
              
              2,134
              
              45,002Other
      Expenses:Interest
      expense
              
              684
              
              -
              
              1,179
              
              -
              
              1,179Net
      loss available to common stockholders
              
              $     (7,064)
              
              $          (66)
              
              $   (26,839)
              
              $     (2,134)
              
              $          (46,181)Net
      loss per common share
              
              ($0.00)
              
              ($0.00)
              
              ($0.00)
              
              ($0.00)Weighted-average
      commonshares
      outstanding
              
              21,118,203
              
              1,118,203
              
              21,118,203
              
              1,118,203See
      accompanying notes to the unaudited financial
  statements.


4





Millstream
      Ventures, Inc.(A
      Development Stage Enterprise)Unaudited
      Statements of Cash FlowsFrom
      the Inceptionof
      the DevelopmentStage
      (May 26,For
      the Nine Months Ended
              
              2005)
      throughDecember
      31,
              
              December
      31,2008
              
              2007
              
              2008Cash
      Flow from Operating Activities:Net
      loss
              
              $         (26,839)
              
              $           (2,134)
              
              $               (46,181)Adjustments
      to reconcile net loss to netcash
      used in operating activities:Common
      stock issued for services
              
              -
              
              -
              
              100Changes
      in operating assets and liabilities:Decrease
      (increase) in prepaid expense
              
              2,500
              
              (7,742)
              
              -Decrease
      in accounts receivable - related party
              -
              
              410
              
              -Increase
      (decrease) in accounts payable
              
              2,224
              
              (534)
              
              (4,691)Increase
      (decrease) in accounts payable - related party
              (619)
              
              5,000
              
              -Increase
      in accrued interest, note payable - related party
              616
              
              -
              
              616Net
      Cash Used in Operating Activities
              
              (22,118)
              
              (5,000)
              
              (50,156)Cash
      Flow from Financing Activities:Cash
      contributed by related party
              
              -
              
              5,000
              
              5,000Proceeds
      from note payable - related party
              26,000
              
              -
              
              31,000Repayments
      on notes payable - related party
              (10,000)
              
              -
              
              (10,000)Proceeds
      from issuance of common stock
              -
              
              -
              
              15,000Net
      Cash Provided from Financing Activities
              16,000
              
              5,000
              
              41,000Net
      Decrease in Cash
              
              (6,118)
              
              -
              
              (9,156)Cash
      at Beginning of Period
              
              6,467
              
              -
              
              9,505Cash
      at End of Period
              
              $                349
              
              $                    -
              
              $                       349Supplemental
      Cash Flow InformationCash
      paid for interest
              
              $                 563
              
              $                    -
              
              $                       563Cash
      paid for income taxes
              
              $                     -
              
              $                    -
              
              $                           -See
      accompanying notes to the unaudited financial
  statements.


5


Millstream
Ventures, Inc.


(A
Development Stage Enterprise)




Notes to
Unaudited Financial Statements




December
31, 2008





Note 1:
Basis of Presentation





The
accompanying unaudited financial statements of Millstream Ventures, Inc. (the
“Company”) were prepared pursuant to the rules and regulations of the United
States Securities and Exchange Commission. Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with accounting principles generally accepted in the United States of America
have been condensed or omitted pursuant to such rules and regulations.
Management of the Company (“Management”) believes that the following
disclosures are adequate to make the information presented not misleading. These
financial statements should be read in conjunction with the audited financial
statements and the notes thereto included in the Company’s Form 10-12G/A
report.





These
unaudited financial statements reflect all adjustments, consisting only of
normal recurring adjustments that, in the opinion of Management, are necessary
to present fairly the financial position and results of operations of the
Company for the periods presented. Certain inconsequential
reclassifications have been made in prior periods presented to conform to
current period presentation.  Operating results for the three and nine
months ended December 31, 2008, are not necessarily indicative of the results
that may be expected for the year ending March 31, 2009.





Note 2:
Summary of Significant Accounting Policies





Organization – 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 entered into a quasi-reorganization that resulted in
the capital accounts of the Company being adjusted with the effect that the
paid-in capital account was reduced by the balance in the accumulated deficit
account in the amount of $388,919. No other accounts were affected by this
adjustment. Subsequent operating results were recorded in the accumulated
deficit account until the Company’s reorganization on May 26, 2005. Thereafter,
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’s net operating loss carry forward at December 31, 2008 of approximately
$40,000 will be applied against future taxable income and expires in various
years through March 2029. The Company has no deferred taxes arising from
temporary differences between income for financial reporting and income for tax
purposes. 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 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 periods. Actual results could differ from those
estimates.


6


Millstream
Ventures, Inc.


(A
Development Stage Enterprise)




Notes to
Unaudited Financial Statements (continued)




December
31, 2008





Note 3 –
Going Concern





The
Company’s financial statements have been prepared using accounting principles
generally accepted in the United States of America applicable to a going
concern, which contemplate the realization of assets and liquidation of
liabilities in the normal course of business. Since its inception as a
development stage enterprise on May 26, 2005, the Company has incurred losses
that total approximately $46,000 at December 31, 2008. The Company’s ability to
continue as a going concern will depend upon it receiving capital through the
issuance of notes or the sale of its equity stock. Furthermore, the Company is
dependent on its Management serving without remuneration. The accompanying
financial statements do not include any adjustments that may result from an
unfavorable outcome to the aforementioned uncertainties.





Note 4 –
Related Party Transactions





Management Services –
During the nine months ended December 31, 2008, the Company incurred $8,663 with
its then sole officer and director for management and accounting
services.  Payments totaling $8,968 were made to this individual
during this period, including $661 that was payable to this individual at March
31, 2008, resulting in a payable of $356 at December 31, 2008.  At the
end of October 2008, this individual resigned from his position as officer and
director. The Company’s subsequent sole officer and director has not received
compensation.





Note Payable – During
the quarter ended September 30, 2008, a former executive made cash advances to
the Company totaling $10,000 with interest accruing at 18% per
annum.  In October 2008, the Company received $16,000 from a
stockholder pursuant to an unsecured promissory demand note (the Stockholder
Note) bearing interest at the rate of 18% per annum. At December 31, 2008,
interest in the amount of $616 has accrued on this note.  Part of the
proceeds from the Stockholder note was used to pay the $10,000 note plus $564 in
accrued interest.





Contingent Liability
– In April 2008, the Company entered into an Employment Agreement with a former
executive (the Executive) that provided a “buyout” provision whereby upon
termination, the Company could elect to purchase 20,000,000 shares of its common
stock owned by the Executive for $25,000, and the Executive could require the
Company to purchase this same number of shares for $20,000.





In
October 2008, the Executive resigned from his positions with the Company, and
the Employment Agreement was modified into a Service Agreement whereby the
Executive would continue to provide consulting and accounting services to the
Company on an as-needed basis, and the buyout provision was extended to March
31, 2009.





In
November 2008, the Executive transferred his shares to the Company’s current
sole officer and director, thereby cancelling the buyout
provision.   The Company initially recorded a contingent current
liability of $20,000 with an offsetting decrease to additional paid-in capital,
in accordance with the provisions of Statement of Financial Accounting Standards
No. 150, “Accounting for
Certain Financial Instruments with Characteristics of both Liabilities and
Equity.”  Upon cancellation of the buyout provision, the
contingent liability was eliminated with a corresponding increase to additional
paid-in capital.





Note 5 –
Subsequent Event





Notes Payable, Related
Party – During February 2009, the Company received $5,500 from an entity
related to the Company’s current sole officer and director. At such time, the
Company entered into an unsecured note payable due on or before February 1, 2011
with interest accruing at the rate of 8% per annum.





7


Item 2 -
Management’s Discussion and Analysis of Financial Condition and Results of
Operations





Special Note Regarding
Forward-Looking Statements





This Form
10-Q Report contains certain forward-looking statements within the meaning of
the Private Securities Litigation Reform Act of 1995 with respect to the Plan of
Operations provided below, including information regarding the Company’s
financial condition, results of operations, business strategies, operating
efficiencies or synergies, competitive positions, growth opportunities, and the
plans and objectives of management. The statements made as part of the Plan of
Operations that are not historical facts are hereby identified as
"forward-looking statements."





Plan of
Operations





Overview:





Millstream
Ventures, Inc. (the “Company”) was 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, 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.





The
Company has now focused its efforts on seeking to acquire a foreign or domestic
private business opportunity (“Target Company”). The Company will attempt to
locate and negotiate with a Target Company for the merger of that entity into
the Company. In certain instances, a Target Company may wish to become a
subsidiary of the Company or may wish to contribute assets to the Company rather
than merge. No assurances can be given that the Company will be successful in
locating or negotiating with a Target Company. The Company will provide a method
for a Target Company to become a reporting (“public”) company whose securities
are qualified for trading in the United States secondary market.





The
acquisition of a Target Company will normally involve the transfer to the
stockholders of the Target Company the majority of the issued and outstanding
common stock of the Company, and the substitution by the Target Company of its
own management and board of directors.





The
Company's plan of operations is subject to numerous risk factors including, but
not limited to the following:





1-
            The
      Company will, in all likelihood, sustain operating expenses without
      corresponding revenues. This will result in the Company incurring a net
      operating loss that will increase continuously until the Company can
      consummate a business combination with a Target Company. There is no
      assurance that the Company can identify such a Target Company and
      consummate such a business combination. There is also no assurance that
      the Company will be able to finance its operations while it searches for a
      Target Company.





2-
            The
      Company is in competition with a large number of established and
      well-financed entities, including venture capital firms that are active in
      the merger and acquisition of a Target Company. Nearly all such entities
      have significantly greater financial resources, technical expertise, and
      managerial capabilities than the Company. Moreover, the Company will also
      compete with numerous other small public companies in seeking merger or
      acquisition candidates.





3-
            At
      the present time, the Company has not identified any particular industry
      or specific business within an industry for evaluation and there is no
      assurance that the Company will be able to negotiate a business
      combination on terms favorable to the Company. The Company has not
      established any criteria with respect to the Target Company’s length of
      operating history or a specified level of earnings, assets, net worth, or
      other criteria. Accordingly, the Company may enter into a business
      combination with a Target Company having no significant operating history
      and no potential for immediate
earnings.


8





4-
            The
      Company's sole officer and director (“Executive”), who serves without
      remuneration, does not have an employment agreement with the
      Company.





5-
            The
      Executive is under no restriction to limit his participation in other
      business ventures which may compete directly with the Company. The Company
      has adopted a policy that it will not seek to acquire a Target Company in
      which the Executive serves as an officer, director or partner, or in which
      they or their family members own or hold any ownership
      interest.





6-
            A
      business combination involving the issuance of the Company's common stock
      will, in all likelihood, result in stockholders of the Target Company
      obtaining a significant and substantial controlling interest in the
      Company. The issuance of previously authorized and unissued common stock
      of the Company would result in a reduction in the percentage of shares
      owned by the present stockholders of the
  Company.





7-
            There
      is no assurance that as a result of the acquisition of a Target Company, a
      viable trading market for the Company’s common stock will develop. If no
      market develops, stockholders of the Company’s common stock will not be
      able to sell their shares publicly, making an investment of limited or
      little, if any, value.





8-
            The
      selection of a Target Company will be at the sole discretion of the
      Executive. The Executive does not have expertise in investment banking
      activities and stockholder approval will not be sought in the selection of
      a Target Company.





Liquidity
and Capital Resources:





During
the Company’s fiscal year ended March 31, 2008, the Company issued 20,000,000
shares of its common stock for $15,000 cash and in payment of a $5,000
obligation. In October 2008, the Company obtained a $16,000 loan from a
stockholder pursuant to an unsecured promissory demand note (“Stockholder Note)
bearing interest at 18% per annum. Part of the proceeds from the Stockholder
Note was used to repay a $10,000 note plus $563 in interest. At December 31,
2008, the Company has $349 in cash and accounts payable in the amount of $2,319.
In addition, the Company has accrued interest in the amount of $616 on the
Stockholder Note.





In
February 2009, the Company received $5,500 in cash from an entity related to the
Executive and the Company entered into an unsecured promissory note due on or
before February 1, 2011, bearing interest at 8% per annum.





The
Company estimates that recurring costs, identified as accounting fees, legal
fees, auditor fees (including fees to review interim financial information),
stockholder related cost, and fees associated with maintaining the Company’s
current standing with regulatory agencies, will average approximately $5,000
every three months. In addition, costs will be incurred as the Company searches
for a Target Company and engages professionals in that effort.





Consequently,
the Company will aggressively seek to obtain additional capital, either through
loans or through the issuance of shares of its common or preferred stock. At the
present time, the terms, conditions, amounts, price, and other particulars
relating to these potential sources of capital cannot be determined.
Furthermore, the actual success achieved by the Company in its capital raising
activities cannot be assured or the likelihood thereof determined.





The
Company has not negotiated the terms of any capital raising activity. Future
capital raising activity will be substantially limited, given current market
conditions, and will in all likelihood be restricted to existing stockholders or
other individuals or entities knowledgeable of the reverse acquisition
marketplace. Even though the Company’s common stock is currently listed on the
Over the Counter Bulletin Board, its trading activity is virtually nonexistent.
Inasmuch as the Company’s common stock does not have an established market
value, the ability of the Company to obtain financing will be limited and will
be on terms less favorable than if an established market for its common stock
existed.





9


In its
capital raising activities, the Company may also provide additional incentives
such as stock options, warrants, or registration rights. The Company may
obligate itself contractually with respect to such incentives or may agree to
such incentives on a non-obligatory basis. Regardless of the terms agreed upon
between the Company and any investor, the need for future capital to continue
its plan of operations is inevitable. Current unsettled economic conditions will
impact the Company’s ability to locate any investors. Changes in national as
well as global economic conditions, including changes in financial and equity
markets, interest rates, and the perception by investors, real or perceived,
will impede our Company’s access to, or increase the cost of, financing
activities. The Company will compete with other entities that have identifiable
assets, liquidity and revenue producing operations.





The
financial statements contained in this interim report have been prepared
assuming that the Company will continue as a going concern. However, the Company
has not engaged in any revenue producing activities and is dependent on debt
financing or the sale of its equity securities for capital. As a result, the
possibility exists that the Company will not be able to continue as a going
concern. Nevertheless, the Executive believes that sufficient funding is
available to meet its operating needs during the next twelve months. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.





The
acquisition of a Target Company will result in substantial dilution for the
Company's current stockholders. Inasmuch as the Company only has its equity
securities, consisting of common and preferred stock, as a capital resource to
provide consideration for the acquisition of a Target Company, the issuance of a
substantial portion of the Company’s equity securities is the most likely method
for the Company to consummate a business combination. The issuance of any shares
of the Company's common stock will dilute the ownership percentage that current
stockholders have in the Company.





Results
of Operations:





During
the nine months ended December 31, 2007, the Company was dormant and did not
undertake any activities that would make the Company a desirable candidate for a
Target Company. Consequently, a comparison of the results of operations for the
three and nine months ended December 31, 2007 with the same periods ended
December 31, 2008, is not meaningful. During its current fiscal year, ending
March 31, 2009, the Company has aggressively sought to establish itself as a
public shell company.





Since
February 2008, the Company has taken an aggressive posture in furthering its
ability to enter into a business combination with a Target Company. The steps
taken included the restructuring of the capitalization of the Company; the
filing of a Form 10 registration statement with the Securities and Exchange
Commission and the filing of subsequent quarterly reports; and in locating a
FINRA firm to make a market in the Company’s common stock.





In
October 2008, Denny W. Nestripke resigned his position as the Executive and
Steven L. White accepted this position. Mr. White does not have an employment
agreement with the Company and serves as the Executive without compensation.
Consequently, the Company has not paid any management fees since that time and
does not anticipate making any management fee payments in the
future.





Nevertheless,
the operations conducted by the Company through the end of October 2008 have
been primarily procedural. In the future, the Company’s search for a Target
Company will result in expenses being incurred that are different in nature
inasmuch as they will require an assessment of the Target Company, which may
include travel and other means of extensive investigative research. There can be
no assurance that the Company will receive any benefits from these expenses. The
Company may also incur fees from third parties retained to investigate a Target
Company. In the event that a Target Company is located and a mutually beneficial
agreement is not reached between the Company and the Target Company, cost
incurred will result in no benefit to the Company. If and when a Target Company
is located and an acquisition agreement is reached, there is still no assurance
that any income will accrue to the Company or that a revenue stream will
develop.





10


The
current uncertainty in the financial markets may make the ability for the
Company to locate a Target Company substantially more difficult. The Company
does not propose to restrict its search for a business opportunity to any
particular industry or geographical area and may, therefore, attempt to acquire
any business in any industry. Nevertheless, even this broad range of possible
business activities may not be sufficient to attract a Target Company during
times of uncertainty and financial liquidity concerns. If and when a business
opportunity is selected, such business opportunity may not be in an industry
that is following general business trends.





Off-balance sheet
arrangements:





The
Company does not have any off-balance sheet arrangements and it is not
anticipated that the Company will enter into any off-balance sheet
arrangements.





Item 3 -
Quantitative and Qualitative Disclosures About Market Risk.





Not
required by smaller reporting company.





Item 4T -
Controls and Procedures.





Evaluation of Disclosure
Controls and Procedures





Our
management, consisting of our president and chief financial officer, evaluated
the effectiveness of our disclosure controls and procedures as of the end of the
period covered by this report. Based on that evaluation, management concluded
that our disclosure controls and procedures as of the end of the period covered
by this report were effective such that the information required to be disclosed
by us in reports filed under the Exchange Act (i) is recorded, processed,
summarized, and reported within the time periods specified in the SEC’s rules
and forms and (ii) is accumulated and communicated to our management,
including our president and chief financial officer, as appropriate to allow
timely decisions regarding disclosure. A controls system cannot provide absolute
assurance, however, that the objectives of the controls system are met, and no
evaluation of controls can provide absolute assurance that all control issues
and instances of fraud, if any, within the Company have been
detected.





Changes in Internal Control
over Financial Reporting





During
the time period that Mr. Nestripke served as the Executive, he was the only
individual involved in the internal control over financial reporting other than
the review of its financial statements by its auditors. During the three month
period ended December 31, 2008, both Mr. Nestripke (as an accountant) and Mr.
White (as the Executive), have provided oversight of the internal control over
financial reporting.





Part II -
Other Information





Item 5 –
Other Information





On
November 6, 2008, Mr. Nestripke sold 20,000,000 shares of the Company’s common
stock to Mr. White and thereby relieved the Company of its contingent obligation
to purchase these shares from Mr. Nestripke.





On
January 2, 2009, Mr. Nestripke entered into an engagement letter with the
Company with fee terms similar to those contained in the employment agreement
that he previously had entered into with the Company. No other obligations exist
between the parties.





During
February 2009, the Company borrowed $5,500 from an affiliate of the Executive
pursuant to an unsecured note payable due on or before February 1, 2011 bearing
interest at the rate of 8% per annum.





11


Item 6 -
Exhibits





Exhibit
Table
#                                Title
of
Document                                                                           Location





31                      Rule
13a-14(a)/15d-14a(a) Certification – CEO &
CFO                                              This
filing





32                      Section
1350 Certification – CEO &
CFO                                    
                               This
filing




















SIGNATURES





Pursuant
to the requirements 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.


(Registrant)











Dated:
February 17,
2009                                                                                    /s/  Steven L.
White


Steven L.
White, President


Chief
Executive Officer


Chief
Financial Officer