SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

             [X]   QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended September 30, 2003

             [ ]    TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-28829

                            SHARP HOLDING CORPORATION
          -------------------------------------------------------------
                 (Name of Small Business Issuer in Its Charter)

             DELAWARE                                     65-0970516
  --------------------------------                    -------------------
  (State or Other Jurisdiction of                       (IRS Employer
   Incorporation or Organization)                     Identification No.)

          13231 CHAMPION FOREST DRIVE, SUITE 213, HOUSTON, TEXAS 77069
  ----------------------------------------------------------------------------
              (Address of Principal Executive Offices)   (Zip Code)

                                 (713) 960-9100
      --------------------------------------------------------------------
                (Issuer's Telephone Number, Including Area code)


      --------------------------------------------------------------------
              (Former Name, Former Address, and Former Fiscal year,
                          if Changed Since Last Report)



                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 19, 2003 there were 24,944,448 shares of common stock, $.001 par
value, outstanding.

Transitional Small Business Disclosure Format (check one): Yes [ ] No [X]


                                        1
<PAGE>
                                TABLE OF CONTENTS


PART I

Item 1.  Financial Statements

Item 2.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

Item 3.  Evaluation of disclosure controls and procedures


PART II

Item 1.  Legal Proceedings

Item 2.  Changes in Securities

Item 6.  Exhibits and Reports on Form 8-K




                                        2
<PAGE>
                                     PART I

ITEM 1.   FINANCIAL STATEMENTS

          Consolidated Balance Sheets as of
          September 30, 2003 (unaudited) and December 31, 2002

          Consolidated Statements of Operations for the
          three and nine-month periods ended September 30, 2003 and 2002
          (unaudited)

          Consolidated Statements of Cash Flows for the
          nine-month periods ended September 30, 2003 and 2002 (unaudited)

          Notes to Consolidated Financial Statements



                                        3
<PAGE>
<TABLE>
<CAPTION>
                           SHARP HOLDING CORPORATION, AND SUBSIDIARY

                                 CONSOLIDATED BALANCE SHEETS

                            SEPTEMBER 30, 2003 AND DECEMBER 31, 2002

                                           ----------


                                                                         2003           2002
                                                                     -------------  ------------
                                                                      (UNAUDITED)
<S>                                                                  <C>            <C>
     ASSETS
     ------

Current assets:
  Cash and cash equivalents                                          $     20,204   $    13,318
  Accounts receivable                                                      13,790           661
  Notes receivable                                                         77,000        17,000
  Deferred financing cost                                                  38,840             -
  Other                                                                    47,631        43,000
                                                                     -------------  ------------

      Total current assets                                                197,465        73,979

Property and equipment, net of accumulated depreciation of
  $175,618 and $155,488, respectively                                      11,773        31,904

Deferred technology license                                               340,630             -

Other assets                                                                  588           550
                                                                     -------------  ------------

      Total assets                                                   $    550,456   $   106,433
                                                                     =============  ============


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

Current liabilities:
  Accounts payable                                                   $    574,932   $   701,275
  Accrued payroll taxes                                                   322,253       322,253
  Accrued payroll                                                         515,570       446,119
  Other accrued liabilities                                               549,734       634,363
  Notes payable to related parties                                        438,170       370,688
  Notes payable                                                           908,795       440,000
  Deferred revenue                                                         25,000             -
                                                                     -------------  ------------

      Total current liabilities                                         3,334,454     2,914,698

Long term notes payable to related parties                                100,348             -

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 80,000,000 shares authorized,
    24,944,448 shares and 16,064,448 shares issued and outstanding,
    respectively                                                           24,945        16,065
Additional paid-in capital                                              7,433,984     6,445,539
Accumulated deficit                                                   (10,343,275)   (9,269,869)
                                                                     -------------  ------------

      Total stockholders' deficit                                      (2,884,346)   (2,808,265)
                                                                     -------------  ------------

        Total liabilities and stockholders' deficit                  $    550,456   $   106,433
                                                                     =============  ============


     The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                SHARP HOLDING CORPORATION, AND SUBSIDIARY

                                  CONSOLIDATED STATEMENTS OF OPERATIONS

                  FOR THE THREE-MONTHS AND NINE-MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

                                                ----------


                                                       THREE-MONTHS ENDED           NINE-MONTHS ENDED
                                                       ------------------           -----------------
                                                          SEPTEMBER 30,               SEPTEMBER 30,
                                                          -------------               -------------
                                                       2003          2002          2003          2002
                                                   ------------  ------------  ------------  ------------
<S>                                                <C>           <C>           <C>           <C>
Revenues:
  Subscriptions                                    $         -   $    29,500   $         -   $   118,000
  Licenses                                                   -        60,672             -       242,688
  Services and other                                    28,017         1,369        59,916        12,761
                                                   ------------  ------------  ------------  ------------

    Total revenues                                      28,017        91,541        59,916       373,449

Operating expenses:
  Cost of sales and services                            70,533             -        99,585           706
  Selling, general and administrative, including
    stock-based consideration of $-0- and
    $93,740 for the three-months ended
    September 30, 2003 and 2002, $69,782 and
    $93,890 for the nine-months ended
    September 30, 2003 and 2002.                       228,709       481,509       684,192       941,235
                                                   ------------  ------------  ------------  ------------

      Total operating expenses                         299,242       481,509       783,777       941,941
                                                   ------------  ------------  ------------  ------------

        Loss from operations                          (271,225)     (389,968)     (723,861)     (568,492)

Interest expense, including stock based consider-
  ation of $63,960 and $-0- for the three-months
  ended September 30, 2003 and 2002, $78,760 and
  $-0- for the nine-months ended September 30,
  2003 and 2002.                                       (86,189)      (67,791)     (339,622)     (147,275)

Other expense                                           (6,628)       (1,589)      (15,677)      (14,915)

Gain on settlement of payables                               -             -        26,743             -
                                                   ------------  ------------  ------------  ------------

        Net loss, continuing operations               (364,042)     (459,348)   (1,052,417)     (730,682)

Discontinued operations-loss from assets held for
  sale                                                       -             -       (20,989)            -
                                                   ------------  ------------  ------------  ------------

          Net loss                                 $  (364,042)  $  (459,348)  $(1,073,406)  $  (730,682)
                                                   ============  ============  ============  ============

Basic and diluted net loss per common share:
  Continuing operations                            $     (0.01)  $     (0.04)  $     (0.05)  $     (0.07)
  Discontinued operations                                    -             -             -             -
                                                   ------------  ------------  ------------  ------------

Basic and diluted net loss per share               $     (0.01)  $     (0.04)  $     (0.05)  $     (0.07)
                                                   ============  ============  ============  ============

Weighted average shares used in computing basic
  and diluted net loss per share                    24,504,231    11,688,405    21,460,364    10,712,492
                                                   ============  ============  ============  ============



          The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                           SHARP HOLDING CORPORATION, AND SUBSIDIARY

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                     FOR THE NINE-MONTHS ENDED SEPTEMBER 30, 2003 AND 2002

                                          ----------


                                                                            2003         2002
                                                                        ------------  ----------
                                                                        (UNAUDITED)
<S>                                                                     <C>           <C>
Cash flows from operating activities:
  Net loss                                                              $(1,073,406)  $(730,682)
  Net loss from discontinued operation                                       20,989           -
                                                                        ------------  ----------
  Net loss from continuing operations                                    (1,052,417)   (730,682)
  Adjustments to reconcile net loss to net cash used in operating
    activities                                                              757,775     476,457
                                                                        ------------  ----------

        Net cash used in operating activities                              (294,642)   (254,225)
                                                                        ------------  ----------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                      5,125           -
  Proceeds from borrowings                                                  380,500     324,750
  Repayment of borrowings                                                   (84,097)    (96,627)
                                                                        ------------  ----------

        Net cash provided by financing activities                           301,528     228,123
                                                                        ------------  ----------

Net increase (decrease) in cash and cash equivalents                          6,886     (26,102)

Cash and cash equivalents at beginning of period                             13,318      27,295
                                                                        ------------  ----------

Cash and cash equivalents at end of period                              $    20,204   $   1,193
                                                                        ============  ==========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                $    41,736   $  18,639

Supplemental disclosure of noncash investing and financing activities:
  Common stock and warrants issued for asset purchase                   $   432,200   $       -
  Common stock issued for accounts payable                              $    60,868   $ 138,010
  Common stock issued for prepaid financing costs                       $   117,000   $       -
  Conversion of accounts payable and accrued liabilities
    to notes payable                                                    $   628,847   $       -
  Common stock issued for notes payable                                 $   160,500   $       -
  Forgiveness of notes payable in asset sale                            $   120,000   $       -
  Common stock issued in asset sale                                     $   102,000   $       -



    The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


                                        6
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                     ------


1.   BASIS  OF  PRESENTATION
     -----------------------

     The  accompanying  unaudited  financial  statements  have  been prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information  and  with  the  instructions  to  Form  10-QSB  of
     Regulation  S-B. They do not include all information and footnotes required
     by  generally  accepted  accounting  principles  for  complete  financial
     statements. However, except as disclosed herein, there has been no material
     change  in  the  information  disclosed  in  the  notes  to  the  financial
     statements  for  the year ended December 31, 2002 included in the Company's
     2002  Annual  Report  on Form 10-KSB filed with the Securities and Exchange
     Commission.  The  interim  unaudited financial statements should be read in
     conjunction with those financial statements included in the Form 10-KSB. In
     the  opinion of Management, all adjustments considered necessary for a fair
     presentation,  consisting solely of normal recurring adjustments, have been
     made.  Operating  results  for  the  three  and  nine-month  periods  ended
     September  30, 2003, are not necessarily indicative of the results that may
     be  expected  for  the  year  ending  December  31,  2003.


2.   ORGANIZATION  AND  OPERATIONS
     -----------------------------

     Sharp  Holding Corporation ("Sharp"), a Delaware corporation, together with
     its wholly owned subsidiary, Sharp Technology, Inc. ("Sharp Technology"), a
     Delaware  corporation  (collectively,  the "Company"), develops and markets
     Internet-related  software  products  and  provides  innovative  marketing
     solutions  to  strategic  partners.

     The  Company  has  reported  recurring losses from continuing operations of
     $364,042  and $459,348 for the three-month periods ended September 30, 2003
     and  2002,  as well as losses of $1,052,417 and $730,682 for the nine-month
     periods  ended  September  30, 2003 and 2002, respectively. These recurring
     losses  have  produced an accumulated deficit of $10,343,275, and a working
     capital  deficit  of  $3,136,989  as  of September 30, 2003. As a result of
     shortfalls  in  anticipated  funding,  the Company is delinquent on certain
     payroll  tax  deposits  due the IRS. The Company expects cash flow deficits
     will continue, which will necessitate additional financing. There can be no
     assurances  that  future  debt  or equity funding will be available or have
     terms  the  Company  will find acceptable. These events raise a substantial
     doubt  as  to  the  Company's  ability to continue as a going concern. As a
     result,  the  report  of our independent accountants, which accompanied our
     consolidated financial statements for the year ended December 31, 2002, was
     qualified  with  respect  to  that  risk.


3.   NOTES  PAYABLE
     --------------

     On June 20, 2003 the Company entered into two notes payable agreements with
     an  individual  and  a company in the amount of $75,000 each. The notes are
     collateralized  by  a  note  receivable  of the Company and are due in five
     monthly  installments  of $15,000 each. The notes are non-interest bearing;
     however,  the Company has issued 300,000 shares of the Company's restricted
     common  stock  and  warrants  to  purchase  150,000 shares of the Company's
     restricted  common  stock  to  each  lender  as  financing  expenses.  See
     description  of  other  notes  payable issued during the quarter in related
     party  Note  5.


                                        7
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                     ------


4.   ACQUISITION  AND  SALE  OF  INTELLECTUAL  PROPERTY
     --------------------------------------------------

     Effective  February 28, 2003, the Company acquired substantially all of the
     assets  of  John  Galt  Media,  Inc.  for  a purchase price of $475,200. As
     consideration  for this asset acquisition, in addition to a $43,000 advance
     made  in  2002 the Company issued John Galt Media, Inc. 3,000,000 shares of
     our restricted common stock and warrants to purchase up to 1,000,000 shares
     of our restricted common stock at an exercise price of $0.01 per share that
     expires  on  February  28,  2008. The stock was valued at the quoted market
     price  on  the  date  of  acquisition.  The  warrants were valued using the
     Black-Scholes pricing model. This acquisition was the result of arms length
     negotiations  between  the  parties;  however,  no  appraisal  was  done.

     The  assets that the Company acquired consist of six U.S. patents involving
     security  and  Internet  connectivity,  trademarks,  domain names and other
     intellectual  property related to a methodology of digital rights security.
     John  Galt  Media, Inc. engages in the business of securing information and
     content  on  CD's  and  web sites. The Company also acquired the office and
     computer  equipment  of  John  Galt  Media.

     The  cost  of  the  acquired entity was allocated as follows on the date of
     acquisition:

        Equipment                                                     $  35,000
        Patents and trademarks                                          571,000
        Accounts Payable                                               (130,800)
                                                                      ----------

           Total purchase price                                       $ 475,200
                                                                      ==========

     The  accompanying  income  statement  for  the  three and nine months ended
     September  30,  2003  includes  the  results  of operations of the acquired
     entity  for  the  period  February  28,  2003  through  May  29,  2003.

     Effective  May  29,  2003, the Company sold all of its assets held for sale
     and  issued  1,000,000  shares of common stock and 1,000,000 warrants for a
     purchase  price  of  $300,000 and a five-year technology license. The stock
     and  warrants  issued  had  a  combined value of $102,000 (See Note 6). The
     license  has  an  estimated value of $383,210 and is being amortized over a
     three-year  period.  The  technology license gives the Company the right to
     make  and sell HyperCD products and services for 5 years with no royalty in
     year  one  and  $0.15 per each medium sold in years two through five. There
     was  no  gain  or  loss  on  the  sale  of  assets.


5.   RELATED-PARTY  TRANSACTIONS
     ---------------------------

     On November 16 and December 12, 2000, the Company entered into note payable
     agreements  with  a  stockholder  in  the  amount  of  $60,000 and $40,000,
     respectively.  On  March  1,  2001, the Company entered into a note payable
     agreement  with this stockholder in the amount of $100,000. All three notes
     bear  interest  at  10  percent  per  annum  and were payable on demand. On
     November  5,  2002,  all  three  notes,  including  accrued  interest, were
     converted  to  equity  for the purchase of 1,300,000 shares of common stock
     and the signing of a new note in the amount of $100,000 bearing interest at
     10  percent  per annum and payable on demand. As of September 30, 2003, the
     outstanding  balance  on  this  note  is  $90,000.


                                        8
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                     ------


5.   RELATED-PARTY  TRANSACTIONS
     ---------------------------

     During  April  and June of 2002, the Company entered into two notes payable
     agreements  with  a  stockholder  in  the  amount of $140,000 and $130,000,
     respectively.  The  notes  bear  interest  at 10 percent per annum and were
     payable  in  January 2003 and September 2002, respectively. As of September
     30,  2003,  the  entire  balance  of  both  notes  was  outstanding.

     On  May  12, 2003, the Company extinguished a note payable to a stockholder
     in  the  amount  of  $175,000 plus $21,875 of accrued interest on such note
     through  issuance of 1,000,000 shares of common stock and a new note in the
     amount  of  $96,875 bearing interest at 10 percent per annum and payable in
     24  monthly installments beginning July 1, 2003. At September 30, 2003, the
     outstanding  balance  of  this  note  was  $85,794.

     On  May 19, 2003, the Company converted accounts payable to a company owned
     by  a director of the Company to equity and a note payable through issuance
     of  300,000 shares of common stock and the signing of a note payable to the
     owner  of  such  company  in  the amount of $100,000 bearing interest at 10
     percent  per annum and payable in 36 monthly installments beginning July 1,
     2003.  At  September  30, 2003, the entire outstanding balance of this note
     was  $92,725.

     On July 10, 2003, the Company assumed a note payable by our Chief Executive
     Officer to an individual dated July 1, 2003, in the amount of $60,000, such
     note  was  non-interest  bearing  and  was  due  on September 28, 2003. The
     assumption of this note was recorded as a reduction in accrued compensation
     owed  to  our Chief Executive Officer. On September 28, 2003, this note was
     extinguished  with  the  issuance of 450,000 shares of common stock in full
     payment  of  the  note. At September 30, 2003, the balance of this note was
     $-0-.

     During  April  and July 2000, the Company incurred a related party accounts
     payable  liability  to  a  company owned by a shareholder. The total amount
     owed  of  $68,500  is  included  in accounts payable at September 30, 2003.


6.   CHANGES  IN  SECURITIES
     -----------------------

     In  September  2003, the Company issued a total of 450,000 shares of common
     stock (valued at $60,000) as payment-in-kind to an individual as payment in
     full  of  a  note  payable.

7.   COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     At September 30, 2003, the Company was delinquent on approximately $322,000
     in  payroll  tax deposits. The Company is subject to interest and penalties
     for making payroll tax deposits with the Internal Revenue Service after the
     due  date. The Company has accrued estimated interest and penalties through
     September  30,  2003. Management believes additional interest and penalties
     if  any are levied will not be material to the Company's financial position
     or  results  of  operations.


                                        9
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                     ------


7.   COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     In  connection  with  that  same  development  and distribution partnership
     agreement with Qwest, the Company engaged the software development services
     of  the  Navi-Gates  Corporation,  a company controlled by our former chief
     financial officer. As part of its compensation, Navi-Gates was to receive a
     royalty  on  each unit of software sold by Qwest and Sharp Technology under
     this  agreement.  On  May  15, 2002 petition number 2002-24598, "Navi-Gates
     Corporation vs. Sharp Technology, Inc. and Qwest Communications, Inc., etal
     "  was filed against our subsidiary, Sharp Technology, Inc. in the District
     Court  of  Harris  County, Texas, 269th Judicial District. In the petition,
     Navi-Gates Corporation is attempting to secure reimbursement of its damages
     arising from the failure of Qwest to fulfill its marketing commitments. The
     Company believes this matter will not have a material adverse effect on its
     financial  position  or  results  of  operations.

     On  February 8, 2002 petition number 2002-06647, "Leslie Sachnowitz Meimoun
     and Sheila Sachnowitz Curl vs. George T. Sharp and Sharp Technology, Inc.,"
     was  filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief
     executive  officer  in  the  District  Court of Harris County, Texas, 334th
     Judicial  District.  In the petition, the heirs of a recently deceased note
     holder/shareholder  seek  judgment against us for non-payment of a note. In
     addition to the $200,000 principal balance of the note, the plaintiffs seek
     payment  of  past due interest on the debt and reimbursement of court costs
     including  reasonable attorneys fees. On July 26, 2002, the Company reached
     a  settlement  that  allowed  the Company to pay a total amount of $250,000
     that  includes  all  interest,  legal fees, and court costs by December 31,
     2002. One Million Five Hundred Thousand (1,500,000) shares of the Company's
     restricted  common  stock  collateralize the settlement and would have been
     returned  to  the Company if payment had been made by December 31, 2002, in
     accordance with the settlement agreement. At December 31, 2002, payment was
     not  made  according  to  the  settlement and, as a result, the Company was
     liable  for  an additional $100,000 under the provisions of the settlement.
     On  June  18, 2003 the Company reached a settlement that allows the Company
     to  pay  a total amount of $400,000 that includes all interest, legal fees,
     and  court costs on or before September 1, 2003. If such payment is made in
     accordance  with  the  agreement,  the  1,500,000  shares  of the Company's
     restricted common stock held as collateral will be returned to the Company.
     This  additional  amount  has  been  accrued  on  the  Company's  financial
     statements  at  September  30,  2003.  If payment is not made by October 1,
     2003, the settlement allows for an increase in the amount owed to $475,000.

     The  Company  is  periodically involved in various claims and other actions
     arising  in  the  ordinary  course  of  business. Management believes these
     matters  will not have a material adverse effect on the Company's financial
     position  or  results  of  operations.


                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The  following  discussion  should  be  read in conjunction with our audited and
unaudited  consolidated  financial statements and related notes thereto included
in  this  Form  10-QSB  and  our  10-KSB  filed with the Securities and Exchange
Commission  on  April  15,  2003.

FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

We  include  the  following  cautionary  statement  in  this  Form10-QSB to make
applicable  and  take  advantage  of  the  safe  harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by,  or on our behalf.  Forward-looking statements include statements concerning
plans,  objectives,  goals,  strategies,  future  events  or  performance  and
underlying  assumptions and other statements, which are other than statements of
historical  facts.  Certain  statements  in  this Form10-QSB are forward-looking
statements.  Words  such  as  "plans",  "believes", "expects", "anticipates" and
"estimates"  and  similar  expressions  are intended to identify forward-looking
statements.  Such  statements  are subject to risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  projected.  Our
expectations, beliefs and projections are expressed in good faith and we believe
they  have  a  reasonable  basis,  including  without  limitation,  management's
examination  of  historical  operating trends, data contained in our records and
other  data available from third parties, but there can be no assurance that our
expectations,  beliefs  or  projections  will  result,  be  achieved,  or  be
accomplished.

In  addition  to  other  factors  and  matters  discussed  elsewhere herein, the
following  are important factors that, in our view, could cause material adverse
effects on our financial condition and results of operations: the ability of our
existing  cash reserves and cash flows from operations to cover our ongoing cash
requirements  and  our ability to secure short-term cash funds to the extent our
cash  reserves  are unable to meet our cash requirements, uncertainties relating
to  our  product  development  and  marketing,  competitive  factors,  and  our
dependence  on  key  personnel.  We have no obligation to update or revise these
forward-looking  statements  to  reflect  the  occurrence  of  future  events or
circumstances.

OPERATIONS

We  are  developers  of software products that are utilized to provide marketing
and  e-finance  solutions  for  Fortune  500  companies.  We  expect  that large
corporations  will  use  our  technology and distribute our software products as
premium  components  in  their  strategic  marketing  and  e-finance  campaigns.

Due  to  the  failure of Qwest to perform their contract with us and the loss of
business,  with  a  major  bank, due to 9/11 we have completely restructured the
Company.  We  are  applying  our  experience  in  implementing mass distribution
projects  with  large corporations along with our experience in network security
and  development to forge a market with secure optical media CD's.  According to
DataQwest,  orders  for CDs were approximately 3.0 billion units or $468 billion
dollars  in  the  United States in 2000. Worldwide distribution of specialty CDs
totaled  an  estimated  7.5  billion  disks in 2001. Distribution is expected to
double  to 15 billion disks this year. The wide spread distribution of these CDs
are  now driving down the cost of CD production to a commodity level.  Our focus
is  on  co-branded  credit  cards.  We are now in conversations with many of the
nations largest banks to deliver an exclusive, patented optical media CD or DVD,
"OMCD",  which  can  be  personalized, containing embedded timed-release content
with  full security features. These new optical media CDs have proven to deliver
a 14% to 47% average response rate, compared to less than 1% for direct mail and
3%  for  standard CDs. The new CD also prompts the customer to retain the CD for
repeated  plays,  thereby  increasing its shelf life. The end result is that our
one-dollar  and  fifty-cent  OMCD  is  more  cost  effective  than  the standard
seventy-cent  commodity CD currently being delivered by competing companies.  By
achieving  a  2.5% or better response rate our technology is more cost effective
than  direct  mail.

To  further  enhance  our position in the marketplace, effective May 29, 2003 we
acquired  a  license for a patented technology called Hyper CD.  We subsequently
sold  the  technology  and  licensed  it  back  on  an  exclusive  basis for the
co-branded  credit  card  and e-finance business.  The transaction allowed us to
retain  exclusivity  while providing working capital for the Company.  Last year
the  banking  industry  mailed  5  billion pieces of mail containing credit card
offers  to  the  American  public.  Due  to  the  deluge  of credit


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card  offers,  response  rates  have now dropped below .05% causing the customer
acquisition  costs  to  soar.

The benefit for large companies using our new Hyper CD's in their direct mail or
CD  mail  programs  is  a  dramatic increase in response rates that dramatically
reduces  the  cost  of  customer  acquisition.  We have recently entered into an
agreement  with  a  large  bank  to  test  our product with one of their airline
partners.  If  we deliver increased response rates on the test mailing, the bank
will  award  us  a  continuing  contract  for  a  mass  mailing of our products.

We  have  recently  entered  into  a  ten-year  agreement  with  the  California
Organization  of  Police  and  Sheriffs "COPS" to distribute a homeland security
alert  program  to  California  residents.  The  COPS  organization is currently
pulling  together  the  support  of  police and public safety agencies and state
representatives to back the program.  We will be working with large corporations
to  distribute  the  program free of charge to their customers across the state.
We  are  projecting  expanding  the program nationally during 2004.  The program
provides the opportunity to distribute co-branded credit cards, pre-paid calling
cards,  security  software  and  other  security  related  products to a massive
security  conscious  database.

During  the  past  few years, our primary source of business revenue was derived
from  a  series of agreements with US West/Qwest Communications. Formerly one of
the  "Baby-Bells",  Qwest  services over twenty five million telephone customers
and  delivers  high-speed  Internet connections worldwide. In one such campaign,
Qwest  used  programs  we  developed  as  a high value incentive in an effort to
motivate  its  telephone  customers  to  purchase  other  Qwest services such as
dial-up  Internet  and DSL products. Our strategy of having client companies pay
for  the  majority  of  the sales, marketing and distribution costs by using our
products  in  their  marketing programs provides a competitive advantage for us.
Another  of  our  agreements  with  Qwest  included  the  release  of  a content
management  software  program  to  all  Qwest  .net customers and potential .net
customers.  Qwest has failed to perform under this agreement. We believe Qwest's
non-performance  cost  us in excess of two million dollars of actual damages and
twenty  million dollars in projected revenue. We expect to exercise our right to
enter  into  binding  arbitration with Qwest to force specific performance under
this  agreement  or  be  compensated  for  our  loss  of  revenue.

RESULTS  OF  OPERATIONS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30,
2003  AND  2002

During  the  three and nine-month periods ended September 30, 2003, we had total
revenues  of  $28,000  and  $60,000, respectively, compared to total revenues of
$92,000  and  $373,000 for the same respective periods ended September 30, 2002.
Revenues  during  2002  related  primarily  to  the  recognition of revenue from
software  licenses  and  marketing  contracts  with  Qwest,  such  licenses  and
contracts  were  fully  recognized  at  the  end  of  2002.

Costs  of sales and services prior to 2002 related primarily to the amortization
of  deferred  development  costs,  but currently relate primarily to the license
fees  for  technology  used in our products as well as actual costs of producing
such  products.  These  costs  totaled  $71,000  and  $100,000 for the three and
nine-month  periods ended September 30, 2003, respectively, compared to $-0- and
$700 for the same respective periods ended September 30, 2002.  During the three
and  nine-month  periods  ended  September  30, 2002 we incurred only negligible
costs  of  sales  as  all  deferred  development costs had been fully amortized.
During  the  three and nine-month periods ending September 30, 2003, we began to
incur  technology  license fees and higher technical production costs related to
our  products.

Selling,  general  and administrative expenses totaled $229,000 and $684,000 for
the  three  and  nine-month  periods  ended  September  30,  2003, respectively,
compared  to  $482,000  and  $941,000  for  the  same  respective  periods ended
September  30,  2002.  The $253,000 and $257,000 decreases in these expenditures
between the respective three and nine-month periods ended September 30, 2003 and
2002  can  be  attributed  to  our  continued  cost cutting programs to minimize
salaries,  wages,  travel,  entertainment,  rents  and  professional  fees.

Interest  expense  totaled  $86,000  and  $340,000  for the three and nine-month
periods ended September 30, 2003, respectively, compared to $68,000 and $147,000
for  the  same  respective  periods  ended  September 30, 2002.  The $18,000 and
$193,000  increases  between  the  respective three and nine-


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<PAGE>
month  periods  ended September 30, 2003 and 2002 can be attributed to financing
costs  associated  with  debt  obtained  during  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  September  30, 2003 we have an accumulated deficit of $10.3 million. We
have  a working capital deficit of $3.1 million at September 30, 2003.  Although
we  continue  cost  cutting  programs,  operating  losses and negative cash flow
continue as of the date of this filing. As a result of shortfalls in anticipated
funding,  we  are  delinquent  on  certain  payroll tax deposits due the IRS. We
expect  cash  flow  deficits  will  continue,  which will necessitate additional
financing.  To  the  extent our cash reserves and cash flows from operations are
insufficient  to  meet  future  cash  requirements, we will need to successfully
raise  funds  through an equity infusion, the issuance of debt securities or the
sale  of  securities.  There  can  be  no  assurances that future debt or equity
funding  will  be  available or have terms we will find acceptable. These events
raise a substantial doubt as to our ability to continue as a going concern. As a
result,  the report of our independent public accountants, which accompanied our
consolidated  financial  statements  for  the  year ended December 31, 2002, was
qualified  with  respect  to  that  risk.

We  have  financed  our  operations  from  inception  primarily  through private
financing  transactions  and  payments  related  to  our  agreements  with Qwest
Communication  Services,  Inc.  One  such  agreement  included  the release of a
content  management  software  program  to all Qwest.net customers and potential
..net  customers. We believe Qwest's non-performance on this agreement cost us in
excess  of  two  million dollars of actual damages and twenty million dollars in
projected  revenue.  We  expect  to  exercise  our  right  to enter into binding
arbitration  with Qwest to force specific performance under this agreement or be
compensated  for  our loss of revenue. Our future success is dependent upon many
factors  including,  but  not limited to; our ability to continue to develop and
market  products  and  services,  our  ability  to  create  new  Redistribution
Partnerships, and obtaining the funds necessary to complete these activities. As
a  result of the aforementioned factors and the related uncertainties, there can
be  no  assurance  of  our  future  success.

At  September  30, 2003 we have no material outstanding purchase commitments and
during fiscal years 2003 and 2002 there are no significant elements of income or
loss that do not arise from our continuing operations. Further, we do not expect
material  changes  in our results of operations from period to period based upon
the  seasonality  of  our  business.

CRITICAL  ACCOUNTING  POLICIES

We  believe  the  following  critical  accounting  policies  affect  our  more
significant  judgments  and  estimates  used  in preparation of our consolidated
financial  statements:

REVENUE  RECOGNITION
--------------------

We  generate  revenues  from  licensing  software  and  providing  post contract
customer  support  (PCS)  and  other  professional  services.  We  use  written
contracts  to  document  the  elements  and obligations of arrangements with our
customers.  At  times,  arrangements that include the licensing of software also
include  PCS,  such  as  the  right  to technical support.  When we sell several
elements  to  a  customer  through  a  single  contract,  the revenues from such
multiple-element  arrangements  are  allocated  to  each  element  based  upon
vendor-specific  objective  evidence  of  fair value, if available.  We have not
established  sufficient vendor-specific objective evidence of fair value for PCS
since  this element is not sold separately from software licenses.  Accordingly,
we  recognize  revenue  from software licenses that include PCS ratably over the
term  of  technical  support.

Amounts that we received from Qwest for distribution of software products to its
new  customers  were  nonrefundable  and  were  classified as subscriptions.  We
recognize  subscriptions  revenue  ratably  over  the  course  of the respective
customer's  contract term.  We also license software under noncancelable license
agreements.  We recognize license fees when a noncancelable license agreement is
in  force,  the  product  has  been  shipped,  the  license  fee  is  fixed  or
determinable,  collectibility  is  reasonably  assured  and  no significant post
delivery  performance  obligations  exist.


                                       13
<PAGE>
ACCOUNTING  FOR  STOCK-BASED  COMPENSATION
------------------------------------------

In  accordance  with SFAS No. 123, "Accounting for Stock-Based Compensation," we
have  elected  to  account  for  stock-based compensation plans under Accounting
Principles  Board  (APB)  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees",  and  to  provide the proforma disclosures required by SFAS No. 123.

ITEM 3. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES

George  Sharp,  our  Chief  Executive  Officer and Chief Accounting Officer, has
concluded  that  our  disclosure  controls  and  procedures  are appropriate and
effective.   He  has evaluated these controls and procedures as of a date within
90  days  of  the  filing  date  of  this  report on Form 10-QSB.  There were no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect these controls subsequent to the date of their evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.


                                       14
<PAGE>
                                     PART II

ITEM  1.   LEGAL  PROCEEDINGS

In  November  1999,  we  entered into a development and distribution partnership
agreement  with  Qwest  (then  US  West).  Pursuant  to  the  provisions of this
agreement,  we  completed  the  development  of  a  certain  Internet  software
application that Qwest promised to advertise and actively market for a period of
three  years  to  its  current  and  future Internet access customers. Qwest has
failed  to  fulfill  its  marketing  commitments under this agreement. Under the
terms  of  the  agreement,  Qwest must reimburse the Company for the damages the
Company  suffered  due  to Qwest's breach of the agreement. The Company plans to
pursue  all  remedies  available  under  the  terms of the partnership contract.

In  connection with that same development and distribution partnership agreement
with  Qwest,  we  engaged  the  software  development services of the Navi-Gates
Corporation, a company controlled by our former chief financial officer. As part
of  its  compensation,  Navi-Gates  was  to  receive  a  royalty on each unit of
software  sold  by  Qwest  and Sharp Technology under this agreement. On May 15,
2002,  petition number 2002-24598, "Navi-Gates Corporation vs. Sharp Technology,
Inc.  and  Qwest  Communications, Inc., etal " was filed against our subsidiary,
Sharp  Technology,  Inc.  in  the  District Court of Harris County, Texas, 269th
Judicial  District.  In  the  petition,  Navi-Gates Corporation is attempting to
secure reimbursement of its damages arising from the failure of Qwest to fulfill
its  marketing  commitments.  We  believe  this  matter will not have a material
adverse  effect  on  our  financial  position  or  results  of  operations.

On  February 8, 2002, petition number 2002-06647, "Leslie Sachnowitz Meimoun and
Sheila  Sachnowitz  Curl  vs.  George  T. Sharp and Sharp Technology, Inc.," was
filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief executive
officer  in the District Court of Harris County, Texas, 334th Judicial District.
In  the  petition, the heirs of a recently deceased note holder/shareholder seek
judgment  against  us  for  non-payment  of  a note. In addition to the $200,000
principal  balance of the note, the plaintiffs seek payment of past due interest
on  the  debt  and  reimbursement  of court costs including reasonable attorneys
fees.  On  July 26, 2002, we reached a settlement that allowed us to pay a total
amount  of  $250,000  that includes all interest, legal fees, and court costs by
December  31,  2002. One Million Five Hundred Thousand (1,500,000) shares of our
restricted  common  stock  collateralize  the  settlement  and  would  have been
returned  to us if payment had been made by December 31, 2002 in accordance with
the settlement agreement. At December 31, 2002 payment was not made according to
the settlement and, as a result, we were liable for an additional $100,000 under
the provisions of the settlement. On June 18, 2003, we reached a settlement that
allows  us  to  pay a total amount of $400,000 that includes all interest, legal
fees, and court costs on or before September 1, 2003. If such payment is made in
accordance  with  the  agreement  the  1,500,000 shares of our restricted common
stock held as collateral will be returned to us. This additional amount has been
accrued  on  our  financial  statements at September 30, 2003. If payment is not
made  by  October  1,  2003, the settlement allows for an increase in the amount
owed  to  $475,000.

In  addition,  from  time  to  time,  we are involved in various claims or other
actions  arising  in  the ordinary course of business. Management believes these
matters  do not individually, or in aggregate, have a material adverse effect on
our  financial  position  or  results  of  operations.

ITEM 2. CHANGES IN SECURITIES

RECENT SALE OF UNREGISTERED SECURITIES

During  the quarter ended September 30, 2003, we made the following transactions
in  reliance  upon exemptions from registration under the Securities Act of 1933
as  amended  (the  "Act").

Unless stated otherwise, we believe that:

(1)     Each  of  the  persons  who  received  these unregistered securities had
knowledge and experience in financial and business matters which allowed them to
evaluate  the  merits and risk of the receipt of these securities, and that they
were  knowledgeable  about  our  operations  and  financial  condition.


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<PAGE>
(2)     No  underwriter  participated in, nor did we pay any commissions or fees
to  any  underwriter  in  connection  with  the  transactions.

(3)     No  transaction  involved  a  public  offering.

(4)     Each  certificate  issued  for these unregistered securities contained a
legend  stating  that  the securities have not been registered under the Act and
setting  forth  the  restrictions  on  the  transferability  and the sale of the
securities.

In  September 2003, the Company issued a total of 450,000 shares of common stock
(valued  at $60,000) as payment-in-kind to an individual as payment in full of a
note  payable. This transaction was made in reliance on Section 4(2) of the Act.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)     EXHIBITS

Exhibit No.    Identification of Exhibit

10.1           Incorporated  by  reference to the Agreement between Alan Pavsner
               (a  director),  Marine  Way (a company owned by Alan Pavsner) and
               Sharp  Holding  Corporation to convert amounts owed to Marine Way
               into common stock of Sharp Holding Corporation and a Note Payable
               to  Alan  Pavsner,  dated  May  19,  2003,  previously  filed  in
               connection with our Form 10-QSB filed August 19, 2003, as Exhibit
               10.1.

10.2           Incorporated by reference to the Purchase agreement between Sharp
               Holding  Corporation  and  Octopus  Media,  LLC,  to sell certain
               intellectual  and  tangible  assets  to  Octopus  Media, LLC, and
               license  back to Sharp Holding Corporation the rights to make and
               sell  products  utilizing  the intellectual assets, dated May 29,
               2003,  previously  filed in connection with our Form 10-QSB filed
               August  19,2003,  as  Exhibit  10.2

31.1           Certification  of Chief Executive Officer Pursuant to Section 302
               of  the  Sarbanes-Oxley  Act  of  2002

31.2           Certification of Chief Accounting Officer Pursuant to Section 302
               of  the  Sarbanes-Oxley  Act  of  2002

32.1           Certification  of Chief Executive Officer Pursuant to Section 906
               of  the  Sarbanes-Oxley  Act  of  2002

32.2           Certification of Chief Accounting Officer Pursuant to Section 906
               of  the  Sarbanes-Oxley  Act  of  2002


(b)   REPORTS ON FORM 8-K

None


                                       16
<PAGE>

                                   SIGNATURES

In  accordance  with  the  requirements of Sections 13 and 15(d) of the Exchange
Act,  the  Registrant  has  caused  this report to be filed on its behalf by the
undersigned,  thereunto  duly  authorized.

Sharp  Holding  Corporation


By: /s/ George Sharp                                     November 19, 2003
------------------------------------------------
George Sharp, Director, Chief Executive Officer,
Chief Accounting Officer and President




                                       17
<PAGE>
                                INDEX OF EXHIBITS


Exhibit No.    Identification of Exhibit

10.1           Incorporated  by  reference to the Agreement between Alan Pavsner
               (a  director),  Marine  Way (a company owned by Alan Pavsner) and
               Sharp  Holding  Corporation to convert amounts owed to Marine Way
               into common stock of Sharp Holding Corporation and a Note Payable
               to  Alan  Pavsner,  dated  May  19,  2003,  previously  filed  in
               connection with our Form 10-QSB filed August 19, 2003, as Exhibit
               10.1

10.2           Incorporated by reference to the Purchase agreement between Sharp
               Holding  Corporation  and  Octopus  Media,  LLC,  to sell certain
               intellectual  and  tangible  assets  to  Octopus  Media, LLC, and
               license  back to Sharp Holding Corporation the rights to make and
               sell  products  utilizing  the intellectual assets, dated May 29,
               2003,  previously  filed in connection with our Form 10-QSB filed
               August  19,2003,  as  Exhibit  10.2

31.1           Certification  of Chief Executive Officer Pursuant to Section 302
               of  the  Sarbanes-Oxley  Act  of  2002

31.2           Certification of Chief Accounting Officer Pursuant to Section 302
               of  the  Sarbanes-Oxley  Act  of  2002

32.1           Certification  of Chief Executive Officer Pursuant to Section 906
               of  the  Sarbanes-Oxley  Act  of  2002

32.2           Certification of Chief Accounting Officer Pursuant to Section 906
               of  the  Sarbanes-Oxley  Act  of  2002




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