EXHIBIT 31

CERTIFICATION PURSUANT TO SECTION 302


I, M. Kelly Wooldridge, Chief Executive Officer and Chief Financial
Officer of Crystal Finance Holding Corporation, certify that:

1.   I have reviewed the attached report on Form 10-QSB.

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

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

4.   I am responsible for establishing and maintaining disclosure
     controls and procedures (as defined in Exchange Act Rules)
     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
     report is being prepared;

b)   designed such internal control over financial reporting to
     provide reasonable assurance regarding the reliability of
     financial reporting and the preparation of financial statements
     for external purposes in accordance with generally accepted
     accounting principles;

c)   evaluated the effectiveness of the registrant's disclosure
     controls and procedures and presented in this report my
     conclusions about the effectiveness of the disclosure
     controls and procedures, as of the end of the period covered
     by this report based on such evaluations; and

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

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; and

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

      Date: May 22, 2006             /s/  M. Kelly Wooldridge
                                          President and Director and
                                          Chief Financial Officer
                                          Principal Accounting Officer

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