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, 2004
   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, 2004

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.

     Since inception, 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, 2004
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          69       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, 2004, 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, 2004.

Item 14.  Controls and Procedures

	Pursuant to Rules adopted by the Securities and Exchange
Commission under Section 302(a) of the Sarbanes-Oxley Act of 2002,
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 as of
the end of the fiscal period covered by this report done under the
supervision and with the participation of the Company's principal
executive officer (who is also the principal financial officer).
There have been no significant changes in internal controls or in
other factors that could significantly affect internal controls
subsequent to the date of the evaluation.  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.

                             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 25, 2005


     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 25, 2005

<PAGE>



                 CRYSTAL ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)
                       FINANCIAL STATEMENTS
                     AS OF DECEMBER 31, 2004



<PAGE>

                 CRYSTAL ACQUISITION CORPORATION
                  (A DEVELOPMENT STAGE COMPANY)

                             CONTENTS
                             --------


PAGE	1	REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

PAGE	2	BALANCE SHEET AS OF DECEMBER 31, 2004

PAGE	3	STATEMENTS OF OPERATIONS FOR THE YEARS ENDED DECEMBER
		31, 2004 AND 2003 AND FOR THE PERIOD FROM MARCH 24,
		1999 (INCEPTION) TO DECEMBER 31, 2004

PAGE	4	STATEMENT OF CHANGES IN STOCKHOLDER'S EQUITY FOR THE PERIOD
		FROM MARCH 24, 1999 (INCEPTION) TO DECEMBER 31, 2004

PAGE	5	STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31,
		2004 AND 2003 AND FOR THE PERIOD FROM MARCH 24, 1999
		(INCEPTION) TO DECEMBER 31, 2004

PAGES	6 - 9	NOTES TO FINANCIAL STATEMENTS AS OF DECEMBER 31, 2004



REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


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, 2004 and
the related statements of operations, changes in stockholder's equity
and cash flows for the years ended December 31, 2004 and 2003 and for
the period from March 24, 1999 (inception) to December 31, 2004.
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 of The
Public Company Accounting Oversight Board (United States).  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, 2004, and the results of its operations and its cash flows for the
years ended December 31, 2004 and 2003 and for the period from March 24,
1999 (inception) to December 31, 2004 in conformity with accounting
principles generally accepted in the United States of America.




WEINBERG & COMPANY, P.A.


Boca Raton, Florida
March 18, 2005



<PAGE>

                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                                    BALANCE SHEET
                               AS OF DECEMBER 31, 2004
                               -----------------------

                                      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,
                          2004          2003               2004
                      -----------    ------------     --------------

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, 2004
                           --------------------
                                                          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              -        -         -           -          -
 December 31, 2003              -        -         -           -          -
 December 31, 2004              -        -         -           -          -
                          ---------   ------     -----     --------    ------
BALANCE AT
  DECEMBER 31, 2004      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,
                                       2004          2003             2004
                                    -----------    -----------   ------------

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, 2004
                              -----------------------

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, 2004, 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 ot having any material operations for the years ended December
31, 2004 and 2003.


                                      6

<PAGE>
                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2004
                              -----------------------

(E) Recent Accounting Pronouncements

In May 2003, the FASB issued SFAS No. 150, "Accounting For Certain
Financial Instruments with Characteristics of both Liabilities and Equity".
SFAS No. 150 changes the accounting for certain financial instruments with
characteristics of both liabilities and equity that, under previous
pronouncements, issuers could account for as equity.  The new accounting
guidance contained in SFAS No. 150 requires that those instruments be
classified as liabilities in the balance sheet.

SFAS No. 150 affects the issuer's accounting for three types of
freestanding financial instruments.  One type is mandatorily redeemable
shares, which the issuing company is obligated to buy back in exchange for
cash or other assets.  A second type includes put options and forward
purchase contracts, which involves instruments that do or may require
the issuer to buy back some of its shares in exchange for cash or other
assets.  The third type of instruments that are liabilities under this
Statement is obligations that can be settled with shares, the monetary
value of which is fixed, tied solely or predominantly to a variable such
as a market index, or varies inversely with the value of the issuers'
shares.  SFAS No. 150 does not apply to features embedded in a financial
instrument that is not a derivative in its entirety.

Most of the provisions of Statement 150 are consistent with the existing
definition of liabilities in FASB Concepts Statement No. 6, "Elements of
Financial Statements".  The remaining provisions of this Statement are
consistent with the FASB's proposal to revise that definition to encompass
certain obligations that a reporting entity can or must settle by issuing
its own shares.  This Statement shall be effective for financial instruments
entered into or modified after May 31, 2003 and otherwise shall be effective
at the beginning of the first interim period beginning after June 15, 2003,
except for mandatorily redeemable financial instruments of a non-public
entity, as to which the effective date is for fiscal periods beginning
after December 15, 2004.

In January 2003, (as revised in December 2003) The Financial Accounting
Standards Board ("FASB") issued Interpretation No. 46, "Consolidation of
Variable Interest Entities", an interpretation of Accounting Research
Bulletin ("ARB") No. 51, "Consolidated Financial Statements".
Interpretation No. 46 addresses consolidation by business enterprises of
variable interest entities, which have one or both of the following
characteristics: (i) the equity investment at risk is not sufficient to
permit the entity to finance its activities without additional subordinated
support from other parties, which is provided through other interest that
will absorb some or all of the expected losses of the entity; (ii) the
equity investors lack one or more of the following essential characteristics
of a controlling financial interest: the direct or indirect ability to make
decisions about the entities activities through voting rights or similar
rights; or the obligation to absorb the expected losses of the entity if
they occur, which makes it possible for the entity to finance its
activities; the right to receive the

                                       7

<PAGE>
                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2004
                              -----------------------

expected residual returns of the entity if they occur, which is the
compensation for the risk of absorbing the expected losses.

Interpretation No. 46, as revised, also requires expanded disclosures by
the primary beneficiary (as defined) of a variable interest entity and by
an enterprise that holds a significant variable interest in a variable
interest entity but is not the primary beneficiary.

Interpretation No. 46, as revised, applies to small business issuers no
later than the end of the first reporting period that ends after December
15, 2004.  This effective date includes those entities to which
Interpretation 46 had previously been applied.  However, prior to the
required application of Interpretation No. 46, a public entity that is a
small business issuer shall apply Interpretation 46 or this Interpretation
to those entities that are considered to be special-purpose entities no
later than as of the end of the first reporting period that ends after
December 15, 2003

Interpretation No. 46 may be applied prospectively with a cumulative-effect
adjustment as of the date on which it is first applied or by restating
previously issued financial statements for one or more years with a
cumulative-effect adjustment as of the beginning of the first year
restated.

In December 2004, the FASB issued SFAS No. 123 (R), "Share-Based Payment".
SFAS No. 123 (R) revises SFAS No. 123, "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25, "Accounting for Stock
Issued to Employees".  SFAS No. 123 (R) focuses primarily on the accounting
for transactions in which an entity obtains employee services in share-based
payment transactions.  SFAS No. 123 (R) requires companies to recognize in
the statement of operations the cost of employee services received in
exchange for awards of equity instruments based on the grant-date fair
value of those awards (with limited exceptions).  SFAS No. 123 (R) is
effective as of the first interim or annual reporting period that begins
after June 15, 2005 for non-small business issuers and after December 15,
2005 for small business issuers.  Accordingly, the Company will adopt
SFAS No. 123 (R) in its quarter ending March 31, 2006.  The Company is
currently evaluating the provisions of SFAS No. 123 (R) and has not yet
determined the impact, if any, that SFAS No. 123 (R) will have on its
financial statement presentation or disclosures.

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


                                      8

<PAGE>
                          CRYSTAL ACQUISITION CORPORATION
                           (A DEVELOPMENT STAGE COMPANY)
                           NOTES TO FINANCIAL STATEMENTS
                              AS OF DECEMBER 31, 2004
                              -----------------------

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, 2004 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