FORM 10QSB

CRYSTAL FINANCE HOLDING CORP - N/A

Filed: November 14, 2006 (period: September 30, 2006)

Quarterly report filed by small businesses

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                                Table of Contents

PART I

--FINANCIAL INFORMATION

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

ITEM 3   CONTROLS AND PROCEDURES

PART II

--OTHER INFORMATION

ITEM 1   LEGAL PROCEEDINGS
ITEM 2   UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3   DEFAULTS UPON SENIOR SECURITIES
ITEM 4   SUBMISSION OF MATTER TO A VOTE OF SECURITY HOLDERS
ITEM 5   OTHER INFORMATION
ITEM 6   EXHIBITS AND REPORTS ON FORM 8-K

SIGNATURES

EX-31 (Certifications required under Section 302 of the Sarbanes-Oxley Act of
      2002)

EX-32 (Certifications required under Section 906 of the Sarbanes-Oxley Act of
      2002)

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10QSB

(Mark One)

                 [X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d)

                     OF THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended September 30, 2006 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 Finance Holding Corporation
             (Exact name of registrant as specified in its charter)

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

                         20801 Biscayne Blvd, Suite 403
                             Aventura, Florida 33180
                    (Address of principal executive offices)

                                  305/728-6293
                           (Issuer's telephone number)

                                  305/728-6482
                       (Issuer's former telephone number)

Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the Securities Exchange Act during the past 12 months (or for
such shorter period that the registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.

                                                                  Yes [X] No [_]

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

                                                                  Yes [X] No [_]

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 September 30, 2006

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

Documents incorporated by reference:   None

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                         PART I -- FINANCIAL INFORMATION

                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                                  BALANCE SHEET
                            AS OF SEPTEMBER 30, 2006
                                   (Unaudited)
                       -----------------------------------

ASSETS
------

Current Assets - Cash                                                     $ 100
                                                                         ------

TOTAL ASSETS                                                              $ 100
                                                                         ======

LIABILITIES AND STOCKHOLDERS' DEFICIT
------------------------------------

LIABILITIES

Current Liabilities - Group & Partners Assoc.                           $ 9,245
                                                                        -------

STOCKHOLDERS' DEFICIT                                                        --

Preferred Stock, $.0001 par value,
50,000,000 shares authorized,
none issued and outstanding                                                  --

Common Stock, $.0001 par value,
500,000,000 shares authorized,
1,000,000 issued and outstanding                                            100
Additional paid-in capital                                                 (535)

Deficit accumulated during development                                   (8,710)
stage                                                                    ------

                                                                         (9,145)
                                                                         ------
TOTAL LIABILITIES AND
STOCKHOLDERS' DEFICIT                                                     $ 100
                                                                          =====

See accompanying notes to financial statements

                                       2

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                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF OPERATIONS
                                   (Unaudited)
                   -------------------------------------------

<TABLE>
<CAPTION>
                          For the            For the           For the            For the           For the Period
                          Three Months       Three Months      Nine Months        Nine Months       from March 24,
                          Ended              Ended             Ended              Ended             1999 (Inception)
                          September 30,      September 30,     September 30,      September 30,     To September
                          2006               2005              2006               2005              30, 2006
                          --------------     --------------    --------------     --------------    ------------
<S>                       <C>                <C>               <C>                <C>               <C>
Income                    $          --      $          --     $          --      $          --     $          --
Expenses:
Organisation Expenses               495                 --               495                 --               (40)
Professional Fees                    --              8,750                --              8,750
                          -------------      -------------     -------------      -------------     -------------
Total Expenses                      495                 --             9,245                 --             8,710
                          -------------      -------------     -------------      -------------     -------------
NET LOSS                  ($        495)                --     ($      9,245)                --     ($      8,710)
                          =============      =============     =============      =============     =============
</TABLE>

See accompanying notes to financial statements

3
<PAGE>

                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                 STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                  FROM THE PERIOD OF MARCH 24, 1999 (INCEPTION)
                              TO SEPTEMBER 30, 2006
                                   (Unaudited)
                            ------------------------

<TABLE>
<CAPTION>

                      Common Stock Issued         Additional Paid In    Deficit Accumulated During
                      Shares       Amount         Capital               Development Stage                   Total
                      -------------------         -------               -----------------                   -----

Common Stock
<S>                      <C>              <C>             <C>                         <C>                    <C>
Issuance                 1,000,000        100             535                         -                      635
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
                             -             -               -                          -                       -
December 31, 2005
                             -             -               -                          -                       -

Common stock
returned February
28,2006                 (1,000,000)      (100)             -                          -                     (100)

Common stock issued
September 30, 2006       1,000,000        100              -                          -                      100

September 30, 2006
Net Loss                     -             -               -                       (9,245)                 (9,245)
                             -             -               -                       -------                 -------

Balance at
September 30, 2006       1,000,000       $100             $535                     ($9,780)               ($9,145)
                         =========       ====             ====                     ========               ========
</TABLE>

See accompanying notes to financial statements

4
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                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                            STATEMENTS OF CASH FLOWS
                  FROM THE PERIOD OF MARCH 24, 1999 (INCEPTION)
                              TO SEPTEMBER 30, 2006
                                   (Unaudited)
                            ------------------------

<TABLE>
<CAPTION>
                               For the nine months
                               ended September 30,      For the nine months        For the Period from March 24, 1999
                               2006                     ended September 30, 2005   (Inception) to September 30, 2006
                               -------------------      ------------------------   ---------------------------------
<S>                                   <C>                           <C>                              <C>
Cash Flows From Operating
Activities

Net loss                              ($9,245)                      -                                ($8,710)

Increase in Accounts Payable            9,245                                                         9,245
                                                                                                      -----

Adjustments To Reconcile Net
Loss To Net Cash Provided By
Operating Activities                      -                         -                                  535

Net Cash Provided By
Operating Activities                      -                         -                                   -
Cash Flows From Financial                 -                         -                                   -
Activities
                                          -                         -                                 (535)
Capital Stock

Redemption of Common Stock              (100)                       -                                  100

Proceeds From Issuance Of                100                        -                                   -
Common Stock                          --------                  --------                             --------

Net Cash Provided By
Financing Activities                      -                         -                                 (435)
                                      --------                  --------                             --------

Increase In Cash
                                          -                         -                                   -
Cash
Beginning Of Period                     $100                      $100                                 100
                                      --------                  --------                             --------

Cash
End Of Period                           $100                      $100                                 $100
                                        ====                      ====                                 ====
</TABLE>

See accompanying notes to financial statements

5
<PAGE>

                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF SEPTEMBER 30, 2006 AND 2005
                  --------------------------------------------

NOTE 1 ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

(A) Organization and Business Operations

The financial statements in this report have been prepared by Crystal Finance
Holding Corporation without audit, pursuant to the rules of the Securities and
Exchange Commission for quarterly reports on Form 10-QSB and do not include all
of the information and note disclosures required by accounting principles
generally accepted in the United States of America for annual financial
statements. These financial statements should be read in conjunction with the
financial statements and notes thereto for the year ended December 31, 2005,
included in the Company's Form 10-KSB filed with the Securities and Exchange
Commission on March 30, 2006.

In the opinion of management, information included in this report reflects
all adjustments, consisting of normal, recurring adjustments, necessary
for fair presentation of results for these interim periods.

The results of operations for the nine months ended September 30, 2006, are not
necessarily indicative of the results to be expected for the entire fiscal year
ending December 31, 2006.

Crystal Finance Holding 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.

On February 27, 2006, the Company formally changed its name from
Crystal Acquisition Corporation to Crystal Finance Holding Corporation.

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) Income Taxes

The Company accounts for income taxes under the Financial Accounting Standards
Board Statement 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 bases. 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
expenses or benefits, as the Company did not have any material operations for
the nine months ended September 30, 2006 and 2005.

                                                                               6
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                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF SEPTEMBER 30, 2006 AND 2005
                        --------------------------------

(D) Recent Accounting Pronouncements

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 has adopted SFAS No.
123 (R) in its first quarter ending March 31, 2006. The Company has determined
that the provisions of SFAS No. 123 (R) will not have an effect on its financial
statement presentation or disclosures.

In May 2005, the FASB issued SFAS No. 154 that establishes new standards on
accounting for changes in accounting principles. Pursuant to the new rules, all
such changes must be accounted for by retrospective application to the financial
statements of prior periods unless it is impracticable to do so. SFAS No. 154
completely replaces Accounting Principles Bulletin (APB) Opinion 20 and SFAS 3,
though it carries forward the guidance in those pronouncements with respect to
accounting for changes in estimates, changes in the reporting entity, and the
correction of errors. This statement is effective for accounting changes and
corrections of errors made in fiscal years beginning after December 15, 2005.

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

                                                                               7

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                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF SEPTEMBER 30, 2006 AND 2005
                          -----------------------------

NOTE 2 STOCKHOLDERS' EQUITY

(A) Preferred Stock

The Company is authorized to issue 50,000,000 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 500,000,000 shares of common stock at
$.0001 par value.

(C) Additional Paid-In Capital
Additional paid-in capital at September 30, 2006 represents the fair value of
the amount of organization and professional expenses incurred by related parties
on behalf of the Company.

NOTE 3 CHANGES IN CONTROL

On February 22, 2006, the Company entered into an agreement under which a change
in control would occur. On February 28, 2006, pursuant to the terms of the
agreement, 1,000,000 shares of the Company's common stock were redeemed, the
sole officer and director of the Company resigned and the Company elected a new
director, President, Treasurer and Secretary. On June 22, 2006, the Company
entered into another agreement under which a change of control would occur. On
June 30, 2006, pursuant to the terms of the agreement, the sole officer and
director of the Company resigned and the Company elected a new Director,
President, Treasurer and Secretary.

                                                                               8

<PAGE>

                       CRYSTAL FINANCE HOLDING CORPORATION
                          (A DEVELOPMENT STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                        AS OF SEPTEMBER 30, 2006 AND 2005
                 -----------------------------------------------

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

As reported in the Form 8-K filed by the Company on March 1, 2006, the
Company effected the following transactions:

On February 27, 2006, the Company amended its certificate of incorporation
to change its name to Crystal Finance Holding Corporation and to increase
its capitalization to 500,000,000 common shares and 50,000,000 preferred
shares.

On February 28, 2006, pursuant to the terms of the agreement dated
February 22, 2006, between the Company, Pierce Mill Associates, Inc.
and Twiple Finance Holdings, Inc. the following events occurred:

1. The 1,000,000 common shares of the Registrant owned by Pierce Mill
were redeemed.

2. The sole officer and director of the Registrant resigned.

3. Michael K. Wooldridge, Esq. was elected director and appointed President,
Treasurer and Secretary of the Registrant.

As reported in the Form 8-K filed by the Company on July 20, 2006, the Company
effected the following transactions:

1. On June 22, 2006, Michel Poignant was elected to the Board of Directors and
was appointed President, Secretary and Treasurer of the Registrant.
Simultaneously M. Kelly Wooldridge resigned as the director of the Registrant
and from all offices held with the Registrant.

2. On June 30, 2006, the registrant issued 1,000,000 shares of common stock,
which represent the total outstanding shares of the Company to two stockholders.
100,000 shares were issued to Michel Poignant, President of the Registrant, and
900,000 shares were issued to Harriman, Adams & Kennedy Capital Group Inc. Total
consideration was $100 cash.

Prior Activities of the Company

The Company was formed to locate and negotiate with a business
entity for the combination of that target company with the Company. The
Company expected that any combination would take the form of a merger,
stock-for-stock exchange or stock-for-assets exchange
(the "business combination").

The Company did not restrict its search for any specific kind of
business, and it anticipated that it might acquire a business in its
preliminary or development stage, already in operation, or in essentially
any stage of its business life.

The Company also anticipated that 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. The Company expected that a change in control as the type transacted
would be the result of its search.

There has been no significant business activity other than the
initial development of its future business plans.

9
<PAGE>

ITEM 3. 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 done as of the end of the fiscal period covered by this report 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.

PART II -- OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

See Part I, Item 2, for issuance of shares reported on Form 8-K filed by the
Company on July 20, 2006.

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

(a) Not applicable.

(b) Item 401(g) of Regulation S-B:

During the quarter covered by this Report, there have not been any
material changes to the procedures by which security holders may
recommend nominees to the Board of Directors.
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

31 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32 Certification of the Chief Executive Officer and Chief
Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b) Reports on Form 8-K

A report on Form 8-K was filed by the Company on July 20, 2006.

<PAGE>

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 FINANCE HOLDING CORPORATION

By: /s/ Michel Poignant
President & Chief Executive Officer
Dated: November 14, 2006
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/ Michel Poignant Director November 14, 2006