SECURITIES AND EXCHANGE COMMISSION
                      Washington, D.C.  20549

                            FORM 10-KSB
(Mark One)
[X]           ANNUAL REPORT UNDER SECTION 13 OR 15(d)
              OF THE SECURITIES EXCHANGE ACT OF 1934

                     For the fiscal year ended
                            December 31, 2002
   OR

[  ]        TRANSITION REPORT PURSUANT TO SECTION 13 OR
            15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from        to

                   Commission file number 0-31405

                  CRYSTAL ACQUISITION CORPORATION
        (Exact name of small business issuer in its charter)

           Delaware                         52-2257556
       (State or other jurisdiction of    (I.R.S. Employer
       incorporation or organization)     Identification No.)

            1504 R Street, N.W., Washington, D.C. 20009
        (Address of principal executive offices)  (zip code)

        Issuer's Telephone Number:     202/387-5400


Securities registered under Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share

Check whether the issuer (1) filed all reports required to be filed
by Section 13 or 15(d) of the Exchange Act during the last 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

Check if there is no disclosure of delinquent filers in response to
Item 405 of Regulation S-B is not contained in this form, and no
disclosure will be contained, to the best of registrant's
knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB.  [  ]

State issuer's revenues for its most recent fiscal year.    $0.

State the aggregate market value of the voting and non-voting
common equity held by non-affiliates computed by reference to the
price at which the common equity was sold, or the average bid and
asked price of such common equity, as of a specified date within
the past 60 days.                  $ 0.

State the number of shares outstanding of each of the issuer's
     classes of common equity, as of the latest practicable date.

Class                                  Outstanding at December 31, 2002

Common Stock, par value $0.0001              1,000,000

Documents incorporated by reference:         None


<PAGE>
                               PART I

Item 1.  Description of Business

     Crystal Acquisition Corporation (the "Company") was
incorporated on March 24, 1999 under the laws of the State of
Delaware to engage in any lawful corporate undertaking, including,
but not limited to, selected mergers and acquisitions. The Company
has been in the developmental stage since inception and has no
operations to date other than issuing shares to its original
shareholder.

     The Company's purpose is to seek, investigate and, if such
investigation warrants, acquire an interest in a business entity
which desires to seek the perceived advantages of a corporation
which has a class of securities registered under the Exchange Act.
The Company will not restrict its search to any specific business,
industry, or geographical location and it may participate in a
business venture of virtually any kind or nature.  Management
anticipates that it will be able to participate in only one
potential business venture because the Company has nominal assets
and limited financial resources.

     The Company registered its common stock on a Form 10-SB
registration statement filed pursuant to the Securities Exchange
Act of 1934 (the "Exchange Act") and Rule 12(g) thereof.  The
Company files with the Securities and Exchange Commission periodic
and current reports under Rule 13(a) of the Exchange Act, including
quarterly reports on Form 10-QSB and annual reports Form 10-KSB.

Item 2.  Description of Property

     The Company has no properties and at this time has no
agreements to acquire any properties.  The Company currently uses
the offices of management at no cost to the Company.  Management
has agreed to continue this arrangement until the Company completes
a business combination.

Item 3.  Legal Proceedings

     There is no litigation pending or threatened by or against the
Company.

Item 4.  Submission of Matters to a Vote of Security Holders

     No matter was submitted to a vote of security holders, through
the solicitation of proxies or otherwise, during the fourth quarter
of the fiscal year covered by this report.

                              PART II

Item 5.  Market for Common Equity and Related Stockholder Matters

     There is currently no public market for the Company's
securities.

     Following a business combination, a target company will
normally wish to cause the Company's common stock to trade in one
or more United States securities markets.  The target company may
elect to take the steps required for such admission to quotation
following the business combination or at some later time.

     At such time as it qualifies, the Company may choose to apply
for quotation of its securities on the NASD OTC Bulletin Board.

     The NASD OTC Bulletin Board is a dealer-driven quotation
service.  Unlike the Nasdaq Stock Market, companies cannot directly
apply to be quoted on the NASD OTC Bulletin Board, only market
makers can initiate quotes, and quoted companies do not have to
meet any quantitative financial requirements.  Any equity security
of a reporting company not listed on the Nasdaq Stock Market or on
a national securities exchange is eligible.

     As such time as it qualifies, the Company may choose to apply
for quotation of its securities on the Nasdaq SmallCap Market.

     In order to qualify for listing on the Nasdaq SmallCap Market,
a company must have at least (i) net tangible assets of $4,000,000
or market capitalization of $50,000,000 or net income for two of
the last three years of $750,000; (ii) a public float of 1,000,000
shares with a market value of $5,000,000; (iii) a bid price of
$4.00; (iv) three market makers; (v) 300 shareholders and (vi) an
operating history of one year or, if less than one year,
$50,000,000 in market capitalization.  For continued listing on the
Nasdaq SmallCap Market, a company must have at least (i) net
tangible assets of $2,000,000 or market capitalization of
$35,000,000 or net income for two of the last three years of
$500,000; (ii) a public float of 500,000 shares with a market value
of $1,000,000; (iii) a bid price of $1.00; (iv) two market makers;
and (v) 300 shareholders.

     In general there is greatest liquidity for traded securities
on the Nasdaq SmallCap Market and less on the NASD OTC Bulletin
Board.  It is not possible to predict where, if at all, the
securities of the Company will be traded following a business
combination.

     During the past three years, the Company has sold securities
which were not registered as follows:

                                        NUMBER OF
DATE              NAME                  SHARES         CONSIDERATION

March 25, 1999   Pierce Mill
                 Associates, Inc.(1)    1,000,000      $  100
________

     (1)  Mr. Cassidy, the president and sole director of the
Company, is the sole director and shareholder of Pierce Mill
Associates, Inc. and is therefore considered to be the beneficial
owner of the common stock of the Company issued to it.

Item 6.  Management's Discussion and Analysis or Plan of Operation

     The Company will attempt to locate and negotiate with a
business entity for the combination of that target company with the
Company.  The combination will normally take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange (the
"business combination").  In most instances the target company will
wish to structure the business combination to be within the
definition of a tax-free reorganization under Section 351 or
Section 368 of the Internal Revenue Code of 1986, as amended.  No
assurances can be given that the Company will be successful in
locating or negotiating with any target business.

     The Company has not restricted its search for any specific
kind of businesses, and it may acquire a business which is in its
preliminary or development stage, which is already in operation, or
in essentially any stage of its business life. It is impossible to
predict the status of any business in which the Company may become
engaged, in that such business may need to seek additional capital,
may desire to have its shares publicly traded, or may seek other
perceived advantages which the Company may offer.

     In implementing a structure for a particular business
acquisition, the Company may become a party to a merger,
consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity.

     It is anticipated that any securities issued in any such
business combination would be issued in reliance upon exemption
from registration under applicable federal and state securities
laws.  In some circumstances, however, as a negotiated element of
its transaction, the Company may agree to register all or a part of
such securities immediately after the transaction is consummated or
at specified times thereafter.  If such registration occurs, it
will be undertaken by the surviving entity after the Company has
entered into an agreement for a business combination or has
consummated a business combination.  The issuance of additional
securities and their potential sale into any trading market which
may develop in the Company's securities may depress the market
value of the Company's securities in the future if such a market
develops, of which there is no assurance.

     The Company will participate in a business combination only
after the negotiation and execution of appropriate agreements.
Negotiations with a target company will likely focus on the
percentage of the Company which the target company shareholders
would acquire in exchange for their shareholdings.  Although the
terms of such agreements cannot be predicted, generally such
agreements will require certain representations and warranties of
the parties thereto, will specify certain events of default, will
detail the terms of closing and the conditions which must be
satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.  Any merger or acquisition
effected by the Company can be expected to have a significant
dilutive effect on the percentage of shares held by the Company's
shareholders at such time.

     The Company has entered into an agreement with Rock Creek
Capital Corporation to supervise the search for target companies as
potential candidates for a business combination.  The agreement
will continue until such time as the Company has effected a
business combination.  Rock Creek Capital Corporation has agreed to
pay all expenses of the Company until such time as a business
combination is effected, without repayment.  James M. Cassidy, the
sole officer and director of the Company, is the sole officer,
director and beneficial shareholder of Rock Creek Capital
Corporation.

     The Company does not anticipate expending funds itself for
locating a target company.  James M. Cassidy, the officer and
director of the Company, provides his services without charge or
repayment.  The Company will not borrow any funds to make any
payments to the Company's management, its affiliates or associates.
If Rock Creek Capital Corporation stops or becomes unable to
continue to pay the Company's operating expenses, the Company may
not be able to timely make its periodic reports required under the
Exchange Act nor to continue to search for an acquisition target.
In such event, the Company would seek alternative sources of funds
or services, primarily through the issuance of its securities.

     Rock Creek Capital Corporation may only locate potential
target companies for the Company and is not authorized to enter
into any agreement with a potential target company binding the
Company.  Rock Creek Capital Corporation may provide assistance to
target companies incident to and following a business combination,
and receive payment for such assistance from target companies. The
agreement with Rock Creek Capital Corporation is not exclusive and
the Company may enter into similar agreements with other persons or
entities.

     The Board of Directors has passed a resolution which contains
a policy that the Company will not seek a business combination with
any entity in which the Company's officer, director, shareholders
or any affiliate or associate serves as an officer or director or
holds any ownership interest.

Item 7.  Financial Statements

     The financial statements for the year ended December 31, 2002
are attached to this filing.

Item 8.   Changes in and Disagreements with Accountants on
          Accounting and Financial Disclosure

     There were no changes in or disagreements with accountants on
accounting and financial disclosure for the period covered by this
report.

                              PART III

Item 9.   Directors, Executive Officers, Promoters and Control
          Persons; Compliance with Section 16(a) of the Exchange
          Act

     The Directors and Officers of the Company are as follows:

Name                     Age       Positions and Offices Held

James M. Cassidy          67       President, Secretary, Director

     There are no agreements or understandings for the officer or
director to resign at the request of another person and the above-
named officer and director is not acting on behalf of nor will act
at the direction of any other person.

     Set forth below is the name of the director and officer of the
Company, all positions and offices with the Company held, the
period during which he has served as such, and the business
experience during at least the last five years:

     James Michael Cassidy, Esq., LL.B., LL.M., received a Bachelor
of Science in Languages and Linguistics from Georgetown University
in 1960, a Bachelor of Laws from The Catholic University School of
Law in 1963, and a Master of Laws in Taxation from The Georgetown
University School of Law in 1968. From 1963-1964, Mr. Cassidy was
law clerk to the Honorable Inzer B. Wyatt of the United States
District Court for the Southern District of New York. From 1964-
1965, Mr. Cassidy was law clerk to the Honorable Wilbur K. Miller
of the United States Court of Appeals for the District of Columbia.
From 1969-1975, Mr. Cassidy was an associate of the law firm of
Kieffer & Moroney and a principal in the law firm of Kieffer &
Cassidy, Washington, D.C.  From 1975 to date, Mr. Cassidy has been
a principal in the law firm of Cassidy & Associates, Washington,
D.C. and its predecessors, specializing in securities law and
related corporate and federal taxation matters. Mr. Cassidy is a
member of the bars of the District of Columbia and the State of New
York and is admitted to practice before the United States Tax Court
and the United States Supreme Court.

     On June 4, 2001, without admitting or denying any wrongdoing,
James M. Cassidy, the sole director and executive officer of the
Company, and TPG Capital Corporation, a corporation controlled by
Mr. Cassidy, consented to the issuance of an order by the
Securities and Exchange Commission to cease and desist from
committing or causing any violation and any future violation of
Section 10(b) of the Securities Exchange Act of 1934 ("1934 Act")
and Rule 10b-5 thereunder and from causing any violation and future
violation of Section 13(a) of the 1934 Act and Rules 13a-13 and
12b-20 thereunder in connection with arranging reverse mergers
between reporting companies that they controlled and issuers facing
possible delisting from the NASD OTC Bulletin Board.

     Specifically, the Securities and Exchange Commission said that
Mr. Cassidy and TPG had filed amended registration statements for
five reporting companies that wrongly stated that the companies
were not engaged at that time in negotiations with specific
entities regarding a possible business combination.  Three of these
companies also filed periodic reports under the 1934 Act, which the
Securities and Exchange Commission said wrongly stated that they
were not engaged at that time in merger negotiations.  TPG Capital
Corporation also agreed to consent, without admitting or denying
any wrongdoing, to the payment of a civil penalty.

Other Similar Companies

     James M. Cassidy, the president of the Company, has been and
is currently involved with companies similar to this one.  The
initial business purpose of each of these companies was or is to
engage in a business combination with an unidentified company or
companies.

Conflicts of Interest

     A conflict may arise in the event that a similar company with
which Mr. Cassidy is affiliated also actively seeks a target
company.  It is anticipated that target companies will be located
for the Company and other similar companies in chronological order
of the date of formation of such companies or, in the case of
companies formed on the same date, alphabetically.  However, other
companies may differ from the Company in certain items such as
place of incorporation, number of shares and shareholders, working
capital, types of authorized securities, or other items.  It may be
that a target company may be more suitable for or may prefer a
certain company formed after the Company.  In such case, a business
combination might be negotiated on behalf of the more suitable or
preferred similar company regardless of date of formation.

     Mr. Cassidy is the principal of Cassidy & Associates, a law
firm located in Washington, D.C. As such, demands may be placed on
the time of Mr. Cassidy which would detract from the amount of time
he is able to devote to the Company.  Mr. Cassidy intends to devote
as much time to the activities of the Company as required.
However, should such a conflict arise, there is no assurance that
Mr. Cassidy would not attend to other matters prior to those of the
Company.

     The terms of business combination may include such terms as
Mr. Cassidy remaining a director or officer of the Company and/or
the continuing securities or other legal work of the Company being
handled by the law firm of which Mr. Cassidy is the principal.  The
terms of a business combination may provide for a payment by cash
or otherwise to Pierce Mill Associates, Inc. by a target business
for the purchase of all or some of the common stock of the Company
owned by Pierce Mill Associates, Inc.  Mr. Cassidy would directly
benefit from such employment or payment. Such benefits may
influence Mr. Cassidy's choice of a target business.

     The Company will not enter into a business combination, or
acquire any assets of any kind for its securities, in which
management or promoters of the Company or any affiliates or
associates have any interest, direct or indirect.

     There are no binding guidelines or procedures for resolving
potential conflicts of interest. Failure by management to resolve
conflicts of interest in favor of the Company could result in
liability of management to the Company.  However, any attempt by
shareholders to enforce a liability of management to the Company
would most likely be prohibitively expensive and time consuming.

Item 10.  Executive Compensation

     The Company's officer and director does not receive any
compensation for his services rendered to the Company, nor has he
received such compensation in the past.  The officer and director
is not accruing any compensation pursuant to any agreement with the
Company.  However, the officer and director of the Company
anticipates receiving benefits as a beneficial shareholder of the
Company and as a principal of Pierce Mill Associates, Inc. and Rock
Creek Capital Corporation.

     No retirement, pension, profit sharing, stock option or
insurance programs or other similar programs have been adopted by
the Company for the benefit of its employees.

Item 11.  Security Ownership of Certain Beneficial Owners and Management

     The following table sets forth, as of December 31, 2002, each
person known by the Company to be the beneficial owner of five
percent or more of the Company's common stock and the director and
officer of the Company.  Except as noted, the holder thereof has
sole voting and investment power with respect to the shares shown.

Name and Address                 Amount of Beneficial      Percent of
of Beneficial Owner              Ownership                 Outstanding Stock

Pierce Mill Associates, Inc.     1,000,000                  100%
1504 R Street, N.W.
Washington, D.C. 20009

James M. Cassidy(1)              1,000,000                  100%
1504 R Street, N.W.
Washington, D.C. 20009

All Executive Officers and
Directors as a Group
     (1 Person)                   1,000,000                  100%

(1)  Mr. Cassidy is the sole director and shareholder of Pierce
     Mill Associates, Inc. and is therefore considered the
     beneficial owner of the shares of common stock owned by it.

Item 12.  Certain Relationships and Related Transactions

     On March 25, 1999, the Company issued a total of 1,000,000
shares of common stock to the following entity for a total of $100
in cash:

                               NUMBER OF          TOTAL
     NAME                      SHARES             CONSIDERATION


Pierce Mill Associates, Inc.    1,000,000        $  100

     The Board of Directors has passed a resolution which contains
a policy that the Company will not seek an acquisition or merger
with any entity in which the Company's officer, director or
shareholder or their affiliates or associates serve as officer or
director or hold any ownership interest.  Management is not aware
of any circumstances under which this policy may be changed.

Item 13.  Exhibits and Reports on Form 8-K

     (a)  Exhibits

     (b)  There were no reports on Form 8-K filed by the Company
during the quarter ended December 31, 2002.

Item 14.  Controls and Procedures

     Within the 90 days prior to the filing date of this report,
the Company carried out an evaluation of the effectiveness of the
design and operation of its disclosure controls and procedures
pursuant to Exchange Act Rule 13a-14.  This evaluation  was done
under the supervision and with the participation of the Company's
principal executive officer (who is also the principal financial
officer).  Based upon that evaluation, he believes that the
Company's disclosure controls and procedures are effective in
gathering, analyzing and disclosing information needed to ensure
that the information required to be disclosed by the Company in its
periodic reports is recorded, summarized and processed timely.  The
principal executive officer is directly involved in the day-to-day
operations of the Company.

<PAGE>
                             SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.


                              CRYSTAL ACQUISITION CORPORATION


                         By:   /s/ James M. Cassidy
                                   James M. Cassidy, President

Dated:  March 20, 2003


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

NAME                          OFFICE              DATE

/s/ James M. Cassidy          Director            March 20, 2003

                           CERTIFICATION

I, James M. Cassidy, certify that:

1.   I have reviewed this annual report on Form 10-KSB.

2.   Based on my knowledge, this quarterly 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
     quarterly report;

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

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules 13a-
     14 and 15d-14) for the registrant and have:

a)   designed such disclosure controls and procedures to ensure that
     material information relating to the registrant, including its
     consolidated subsidiaries, is made known to me by others within
     those entities, particularly during the period in which this
     quarterly report is being prepared;

b)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures as of a date within 90 days prior to the
     filing of this quarterly report (the "Evaluation Date"); and

c)   presented in this quarterly report my conclusions about the
     effectiveness of the disclosure controls and procedures based on
     my evaluation as of the Evaluation Date;

5.   I have disclosed, based on my most recent evaluation, to the
     registrant's auditors and the audit committee of registrant's
     board of directors (or persons performing the equivalent
     functions):

a)   all significant deficiencies in the design or operation of
     internal controls which could adversely affect the registrant's
     ability to record, process, summarize and report financial data
     and have identified for the registrant's auditors any material
     weaknesses in internal controls;

b)   any fraud, whether or not material, that involves management
     or other employees who have a significant role in the
     registrant's internal controls; and

6.   I have indicated in this quarterly report whether or not there
     were significant changes in internal controls or in other
     factors that could significantly affect internal controls
     subsequent to the date of my most recent evaluation, including
     any corrective actions with regard to significant
     deficiencies and material weaknesses.

       Date: March 20, 2003                 /s/ James M. Cassidy
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer
<PAGE>



                 CRYSTAL ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                       FINANCIAL STATEMENTS
                     AS OF DECEMBER 31, 2002



<PAGE>

                 CRYSTAL ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)

                             CONTENTS
                             --------

PAGE       1      INDEPENDENT AUDITORS' REPORT

PAGE       2      BALANCE SHEET AS OF DECEMBER 31, 2002

PAGE       3      STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31,
                  2002 AND 2001 AND FOR THE PERIOD FROM MARCH 24, 1999
                  (INCEPTION) TO DECEMBER 31, 2002

PAGE       4      STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD
                  FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2002

PAGE       5      STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,
                  2002AND 2001 AND FOR THE PERIOD FROM MARCH 24, 1999
                  (INCEPTION) TO DECEMBER 31, 2002

PAGES    6 - 9    NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2002

<PAGE>

                            INDEPENDENT AUDITORS' REPORT


To the Board of Directors of:
Crystal Acquisition Corporation
(A Development Stage Company)

We have audited the accompanying balance sheet of Crystal Acquisition
Corporation (a development stage company) as of December 31, 2002 and the
related statements of operations, changes in stockholder's equity and cash
flows for the years ended December 31, 2002 and 2001 and for the period from
March 24, 1999 (inception) to December 31, 2002.  These financial statements
are the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally
accepted in the United States of America.  Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements.  An audit also includes assessing the accounting
principles used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.  We believe that our
audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly in
all material respects, the financial position of Crystal Acquisition
Corporation (a development stage company) as of December 31, 2002, and the
results of its operations and its cash flows for the years ended December 31,
2002 and 2001 and for the period from March 24, 1999 (inception) to December
31, 2002 in conformity with accounting principles generally accepted in the
United States of America.


WEINBERG & COMPANY, P.A.

         Boca Raton, Florida
         March 7, 2003

        <PAGE>

                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                                    BALANCE SHEET
                               AS OF DECEMBER 31, 2002
                               -----------------------

                                      ASSETS

             Cash                                    $ 100
                                                     ------
             TOTAL ASSETS                            $ 100
                                                     ======


                       LIABILITIES AND STOCKHOLDER'S EQUITY


              LIABILITIES                             $  -

              STOCKHOLDER'S EQUITY

              Preferred Stock, $.0001 par value,
               20,000,000 shares authorized,
               none issued and outstanding                -
              Common Stock, $.0001 par value,
               100,000,000 shares authorized,
               1,000,000 issued and outstanding          100
              Additional paid-in capital                 535
              Deficit accumulated during
               development stage                        (535)
                                                        -----

                Total Stockholder's Equity               100
                                                        -----


              TOTAL LIABILITIES AND
              STOCKHOLDER'S EQUITY                      $ 100
                                                        =======



                 See accompanying notes to financial statements
                                       2

<PAGE>

                       CRYSTAL ACQUISITION CORPORATION
                        (A DEVELOPMENT STAGE COMPANY)
                           STATEMENT OF OPERATIONS
                           -----------------------

                                                      For the Period
                                                          From
                      For the Year   For the Year     March 24, 1999
                         Ended          Ended         (Inception) to
                      December 31,   December 31,       December 31,
                          2002          2001               2002
                      -----------    ------------     --------------

Income                $      -        $   -            $     -

Expenses
 Organization expense        -            -                 535
                      ----------      ---------        ---------

Total expenses               -            -                 535
                      ----------      ---------         ---------

NET LOSS              $      -         $  -             $  (535)
==========            ==========      =========        ==========


                    See accompanying notes to financial statements
                                        3

<PAGE>


                       CRYSTAL ACQUISITION CORPORATION
                         (A DEVELOPMENT STAGE COMPANY)
                STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY
                FOR THE PERIOD FROM MARCH 24, 1999 (INCEPTION)
                           TO DECEMBER 31, 2002
                           --------------------
                                                          Deficit
                                                         Accumulated
                                                           During
                        Common Stock Issued    Paid-In   Development
                          Shares     Amount    Capital      Stage      Total
                         -------     ------    -------   ----------   -------

Common Stock Issuance    1,000,000    $ 100     $  -        $  -       $ 100

Fair value of expenses
  contributed                   -        -        535          -         535

Net loss for the years ended:
 December 31, 1999              -        -         -          (535)     (535)
 December 31, 2000              -        -         -           -          -
 December 31, 2001              -        -         -           -          -
 December 31, 2002              -        -         -           -          -

                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2002      1,000,000    $ 100      $ 535       $(535)    $ 100
===================      =========    =====      =====      =======    ======

                   See accompanying notes to financial statements
                                        4


<PAGE>


                     CRYSTAL ACQUISITION CORPORATION
                       (A DEVELOPMENT STAGE COMPANY)
                         STATEMENTS OF CASH FLOWS
                         ------------------------
                                                                 For The Period
                                                                      From
                                    For the Year                 March 24, 1999
                                       Ended         Ended       (Inception) to
                                    December 31,   December 31,   December 31,
                                       2002          2001            2002
                                    -----------    -----------   ------------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss                             $    -         $   -          $   (535)
Adjustment to reconcile
 net loss to net cash used by
 operating activities

Contributed expenses                      -             -               535
                                       -------        -------        --------

 Net Cash Used In Operating Activities     -            -                -
                                       -------        -------        --------
CASH FLOWS FROM INVESTING ACTIVITIES       -            -                -
                                       -------        -------        --------
CASH FLOWS FROM FINANCING ACTIVITIES:

 Proceeds from issuance of common stock   -             -              100
                                       -------        -------        --------
 Net Cash Provided By Financing
    Activities                            -             -              100
                                       -------        -------        -------
INCREASE IN CASH AND CASH EQUIVALENTS     -             -              100

CASH AND CASH EQUIVALENTS - BEGINNING
   OF PERIOD                            100            100               -
                                       -------        -------        -------
CASH AND CASH EQUIVALENTS -
   END OF PERIOD                      $ 100            100             100
=========================             ========        =======         ======


                    See accompanying notes to financial statements
                                         5


<PAGE>
                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

NOTE 1    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

       (A) Organization and Business Operations

       Crystal Acquisition Corporation (a development stage company) ("the
       Company") was incorporated in Delaware on March 24, 1999 to serve as
       a vehicle to effect a merger, exchange of capital stock, asset
       acquisition or other business combination with a domestic or foreign
       private business.  At December 31, 2002, the Company had not yet
       commenced any formal business operations, and all activity to date
       relates to the Company's formation.  The Company's fiscal year end is
       December 31.

       The Company's ability to commence operations is contingent upon its
       ability to identify a prospective target business.

       (B) Use of Estimates

       The preparation of the financial statements in conformity with generally
       accepted accounting principles requires management to make estimates and
       assumptions that affect the reported amounts of assets and liabilities
       and disclosure of contingent assets and liabilities at the date of the
       financial statements and the reported amounts of revenues and expenses
       during the reporting period.  Actual results could differ from those
       estimates.

       (C) Cash and Cash Equivalents

       For purposes of the statement of cash flows, the Company considers all
       highly liquid investments purchased with an original maturity of three
       months or less to be cash equivalents.

       (D) Income Taxes

       The Company accounts for income taxes under the Financial
       Accounting Standards Board of Financial Accounting Standards No.
       109, "Accounting for Income Taxes" ("Statement 109"). Under
       Statement 109, deferred tax assets and liabilities are recognized
       for the future tax consequences attributable to differences
       between the financial statement carrying amounts of existing
       assets and liabilities and their respective tax basis. Deferred
       tax assets and liabilities are measured using enacted tax rates
       expected to apply to taxable income in the years in which those
       temporary differences are expected to be recovered or settled.
       Under Statement 109, the effect on deferred tax assets and
       liabilities of a change in tax rates is recognized in income in
       the period that includes the enactment date. There were no
       current or deferred income tax expense or benefits due to the
       Company not having any material operations for the years ended
       December 31, 2002 and 2001.

                                         6
<PAGE>
                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

       (E)  New Accounting Pronouncements

       The Financial Accounting Standards Board has issued several new
       Statements of Financial Accounting Standards.  Statement No. 141,
       "Business Combinations" supersedes APB Opinion 16 and various
       related pronouncements.  Pursuant to the new guidance in
       Statement No. 141, all business combinations must be accounted
       for under the purchase method of accounting; the pooling-of-
       interests method is no longer permitted.  SFAS 141 also
       establishes new rules concerning the recognition of goodwill and
       other intangible assets arising in a purchase business
       combination and requires disclosure of more information
       concerning a business combination in the period in which it is
       completed.  This statement is generally effective for business
       combinations initiated on or after July 1, 2001.

       Statement No. 142, "Goodwill and Other Intangible Assets"
       supercedes APB Opinion 17 and related interpretations.  Statement
       No. 142 establishes new rules on accounting for the acquisition
       of intangible assets not acquired in a business combination and
       the manner in which goodwill and all other intangibles should be
       accounted for subsequent to their initial recognition in a
       business combination accounted for under SFAS No. 141.  Under
       SFAS No. 142, intangible assets should be recorded at fair value.
       Intangible assets with finite useful lives should be amortized
       over such period and those with indefinite lives should not be
       amortized.  All intangible assets being amortized as well as
       those that are not, are both subject to review for potential
       impairment under SFAS No. 121, "Accounting for the Impairment of
       Long-Lived Assets and for Long-Lived Assets to be Disposed of".
       SFAS No. 142 also requires that goodwill arising in a business
       combination should not be amortized but is subject to impairment
       testing at the reporting unit level to which the goodwill was
       assigned to at the date of the business combination.

       SFAS No. 142 is effective for fiscal years beginning after
       December 15, 2001 and must be applied as of the beginning of such
       year to all goodwill and other intangible assets that have
       already been recorded in the balance sheet as of the first day in
       which SFAS No. 142 is initially applied, regardless of when such
       assets were acquired.  Goodwill acquired in a business
       combination whose acquisition date is on or after July 1, 2001,
       should not be amortized, but should be reviewed for impairment
       pursuant to SFAS No. 121, even though SFAS No. 142 has not yet
       been adopted.  However, previously acquired goodwill should
       continue to be amortized until SFAS No. 142 is first adopted.

       Statement No. 143 "Accounting for Asset Retirement Obligations"
       establishes standards for the initial measurement and subsequent
       accounting for obligations associated with the sale, abandonment,
       or other type of disposal of long-lived tangible assets arising
       from the acquisition, construction, or development and/or normal
       operation of such assets.  SFAS No. 143 is effective for fiscal
       years beginning after June 15, 2002, with earlier application
       encouraged.
                                        7

<PAGE>
                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

       In August 2001, the FASB issued SFAS 144, "Accounting for the
       Impairment or Disposal of Long-Lived Assets".  This statement
       addresses financial accounting and reporting for the impairment
       or disposal of long-lived assets and supercedes FASB Statement
       No. 121, "Accounting for the Impairment of Long-Lived Assets and
       for Long-Lived Assets to be Disposed Of".  The provisions of the
       statement are effective for financial statements issued for the
       fiscal years beginning after December 15, 2001.

       In April 2002, the FASB issued SFAS 145, Rescission of FASB
       Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13,
       and Technical Corrections.  SFAS 145 rescinds the provisions of
       SFAS No. 4 that requires companies to classify certain gains and
       losses from debt extinguishments as extraordinary items,
       eliminates the provisions of SFAS No. 44 regarding transition to
       the Motor Carrier Act of 1980 and amends the provisions of SFAS
       No. 13 to require that certain lease modifications be treated as
       sale leaseback transactions.  The provisions of SFAS 145 related
       to classification of debt extinguishments are effective for
       fiscal years beginning after May 15, 2002.  Earlier application
       is encouraged.  The Company does not believe the adoption of this
       standard will have a material impact the financial statements.

       In July 2002, the FASB issued SFAS No. 146, "Accounting for
       Restructuring Costs."  SFAS 146 applies to costs associated with
       an exit activity (including restructuring) or with a disposal of
       long-lived assets.  Those activities can include eliminating or
       reducing product lines, terminating employees and contracts and
       relocating plant facilities or personnel.  Under SFAS 146, the
       Company will record a liability for a cost associated with an
       exit or disposal activity when that liability is incurred and can
       be measured at fair value.  SFAS 146 will require the Company to
       disclose information about its exit and disposal activities, the
       related costs, and changes in those costs in the notes to the
       interim and annual financial statements that include the period
       in which an exit activity is initiated and in any subsequent
       period until the activity is completed.  SFAS 146 is effective
       prospectively for exit or disposal activities initiated after
       December 31, 2002, with earlier adoption encouraged.  Under SFAS
       146, a company cannot restate its previously issued financial
       statements and the new statement grandfathers the accounting for
       liabilities that a company had previously recorded under Emerging
       Issues Task Force Issue 94-3.

       In December 2002, the Financial Accounting Standards Board issued
       Statement No. 148, "Accounting for Stock-Based Compensation-
       Transition and Disclosure - an amendment of FASB Statement No.
       123," ("SFAS 148").  SFAS 148 amends FASB Statement No. 123,
       "Accounting for Stock Based Compensation" ("SFAS 123") and
       provides alternative methods for accounting for a change by
       registrants to the fair value method of accounting for stock-
       based compensation.  Additionally, SFAS 148 amends the disclosure
       requirements of SFAS 123 to require disclosure in the significant
       accounting policy footnote of both annual and interim financial
       statements of the method of accounting for stock based-
       compensation and the related pro forma disclosures when the
       intrinsic value method continues to be used.  The statement is
       effective for fiscal years beginning after December 15, 2002, and
       disclosures are effective for the first fiscal quarter beginning
       after December 15, 2002.

                                        8
<PAGE>
                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2002
                              -----------------------

       The adoption of these pronouncements will not have a material
       effect on the Company's financial position or results of
       operations.

NOTE 2 STOCKHOLDER'S EQUITY

(A) Preferred Stock

       The Company is authorized to issue 20,000,000 shares of preferred
       stock at $.0001 par value, with such designations, voting and
       other rights and preferences as may be determined from time to
       time by the Board of Directors.

(B) Common Stock

       The Company is authorized to issue 100,000,000 shares of common
       stock at $.0001 par value.  The Company issued 1,000,000 shares
       of its common stock to Pierce Mill Associates, Inc. pursuant to
       Section 4(2) of the Securities Act of 1933 for an aggregate
       consideration of $100.

(C) Additional Paid-In Capital

       Additional paid-in capital at December 31, 2002 represents the
       fair value of the amount of organization and professional costs
       incurred by related parties on behalf of the Company (See Note
       4).

NOTE 3  AGREEMENT

       On April 1, 1999, the Company signed an agreement with Rock Creek
       Capital Corporation ("Rock Creek"), a related entity (See Note
       4).  The Agreement calls for Rock Creek to provide the following
       services, without reimbursement from the Company, until the
       Company enters into a business combination as described in
       Note 1(A):

       1.     Preparation and filing of required documents with the
              Securities and Exchange Commission.
       2.     Location and review of potential target companies.
       3.     Payment of all corporate, organizational, and other costs
              incurred by the Company.

NOTE 4 RELATED PARTIES

       Legal counsel to the Company is a firm owned by a director of the
       Company who also owns 100% of the outstanding stock of Pierce Mill
       Associates, Inc. and Rock Creek (See Note 3).

                                          9