SECURITIES AND EXCHANGE COMMISSION
              Washington, D.C.  20549

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

          For the quarterly period ended
                   June 30, 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 registrant as specified in its
charter)

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

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

                    202/387-5400
(Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1)
filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act of 1934
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

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

Class          Outstanding at June 30, 2002
Common Stock,
par value $0.0001                  1,000,000


        PART I -- FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         CRYSTAL ACQUISITION CORPORATION
           (A Development Stage Company)
                As of June 30, 2002
                    (Unaudited)
<TABLE>
<CAPTION>
                       ASSETS
<S>
                                  <C>
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
                                     ======
</TABLE>
   See accompanying notes to financial statements

<PAGE>

              CRYSTAL ACQUISITION CORPORATION
               (A Development Stage Company)
                  Statement of Operations
                        (Unaudited)
<TABLE>
<CAPTION>
             For the six     For the six    March24,1999
             Months Ended    Months ended   (Inception)to
             June 30,2002    June 30,2001   June 30,2002

<S>          <C>              <C>            <C>
Income       $    -            $  -           $  -

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

Total expenses     -               -             535
              ----------       --------         -------
NET LOSS           -               -            (535)
               =========       ========         =======
</TABLE>

      See accompanying notes to financial statements

<PAGE>
              CRYSTAL ACQUISITION CORPORATION
               (A Development Stage Company)
       Statement of Changes in Stockholder's Equity
      For the Period From March 24, 1999 (Inception)
                     To June 30, 2002
                       (Unaudited)
<TABLE>
<CAPTION>
<S>                 <C>         <C>        <C>         <C>            <C>
                                                       Deficit
                                                       Accumulated
                   Common Stock           Additional   During
                   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 periods ended:

December 31, 1999      -           -          -           (535)        (535)
December 31, 2000      -           -          -             -            -
December 31, 2001      -           -          -             -            -
June 30, 2002         -           -          -             -            -
                    -------     -------    -------      ---------     --------
BALANCE AT
June 30, 2002     1,000,000     $ 100      $535        $ (535)        $ 100
==============     =========     ======    =======      =========     ========

</TABLE>
            See accompanying notes to financial statements

<PAGE>

<TABLE>
<CAPTION>
                   CRYSTAL ACQUISITION CORPORATION
                    (A Development Stage Company)
                       Statements of Cash Flows
                              Unaudited

                           January 1, 2002     January 1, 2001  March 24, 1999
                           to                  to               (Inception) to
                           June 30, 2002      June 30, 2001     June 30, 2002
<S>                        <C>                 <C>              <C>
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
                             ==========             ===========       ===========

</TABLE>
            See accompanying notes to financial statement.


<PAGE>

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 June 30,
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, 2001
and 2000.


(E) New Accounting Pronouncements

The Financial Accounting Standards Board has
recently 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.

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 June 30, 2002
represents the fair value of the amount of
organization and professional costs incurred by
related parties on behalf of the Company (See Note
3).

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).


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
    FINANCIAL CONDITION AND  RESULTS OF OPERATIONS

     The Company was formed to locate and negotiate
with a business entity for the combination of that
target company with the Company.  A 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 as
part of the business combination or at specified
times thereafter.

     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.

           PART II -- OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

     There are no legal proceedings against the
Company and the Company is unaware of such
proceedings contemplated against it.

ITEM 2.  CHANGES IN SECURITIES

     Not applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

     Not applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF
            SECURITY HOLDERS

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

     (a)     Exhibits

     There are no exhibits required to be filed with this
quarterly report.

     (b)     Reports on Form 8-K

     There were no reports on Form 8-K filed by the
Company during the quarter.


                   SIGNATURES

     Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by
the undersigned thereunto duly authorized.



CRYSTAL ACQUISITION CORPORATION

By:   James M. Cassidy
      /s/ President

Dated: August 12, 2002

<PAGE>
                  CERTIFICATION



     By execution below, the Chief Executive Officer and the Chief
Financial Officer hereby certify that the Quarterly Report on Form 10-QSB
for the period ending December 31, 2001, fully complies with the
requirements of Section 13(a) or 15(d) of the Securities Exchange Act of
1934 and the information contained in such periodic report fairly presents,
in all material respects, the financial condition and results of operations
of the registrant.


            By:  /s/ James M. Cassidy
            Chief Executive Officer
            Dated: August 12, 2002


            By:  /s/ James M. Cassidy
            Chief Financial Officer
            Dated: August 12, 2002