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 June 30, 2001

           [   ]  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.)

             13135 CHAMPIONS DRIVE, SUITE 100, HOUSTON, TEXAS 77069
             ------------------------------------------------------
             (Address of Principal Executive Offices)    (Zip Code)

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

                 5120 WOODWAY,  SUITE 9029, HOUSTON, TEXAS 77056
              -----------------------------------------------------
              (Former Name, Former Address, and Former Fiscal year,
                          if Changed Since Last Report)

Check  whether  the  issuer:  (1) filed all reports to be filed by section 13 or
15(d)  of the 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  filing such filing requirements for the past 90 days.  Yes  [ X ]  No  [   ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  July  26,  2001,  there were 9,871,448 shares of common stock, $.001 par
value,  outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


PART  I

Item  1.    Financial  Statements

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


PART  II

Item  4.    Submission  of  Matters  to  a  Vote  of  Security  Holders

Item  2.    Changes  in  Securities

Item  6.    Exhibits  and  Reports  on  Form  8-K



                                     PART I

ITEM  1.   FINANCIAL  STATEMENTS

     Consolidated  Balance  Sheets  as  of
     June 30,  2001  (unaudited)  and  December  31,  2000

     Consolidated  Statements  of  Operations  for  the
     three  and  six  month  periods  ended  June  30, 2001 and 2000 (unaudited)

     Consolidated  Statements  of  Cash  Flows  for  the
     six  month  periods  ended  June  30,  2001  and  2000  (unaudited)

     Notes  to  Consolidated  Financial  Statements


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


               CONSOLIDATED BALANCE SHEETS--JUNE 30, 2001 AND DECEMBER 31, 2000
               ----------------------------------------------------------------


                                                                        2001          2000
                                                                    ------------  ------------
                                                                    (unaudited)
                                  ASSETS
                                  ------
<S>                                                                 <C>           <C>
CURRENT ASSETS:
  Cash and cash equivalents                                         $    21,533   $    55,586
  Accounts receivable                                                   112,080       721,465
  Other                                                                       -             -
                                                                    ------------  ------------

        Total current assets                                            133,613       777,051

PROPERTY AND EQUIPMENT, net                                              94,204       117,849

SOFTWARE DEVELOPMENT COSTS AND OTHER, net                                50,451       266,611
                                                                    ------------  ------------

        Total assets                                                $   278,268   $ 1,161,511
                                                                    ============  ============

              LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
              ----------------------------------------------

CURRENT LIABILITIES:
  Accounts payable                                                  $ 1,079,331   $   724,840
  Accrued liabilities                                                   525,443       254,167
  Due to related party                                                        -             -
  Software obligations payable                                                -       100,000
  Notes payable to related parties                                      379,685       100,000
  Notes payable                                                         590,000       833,750
  Current portion of deferred revenue                                   544,025       364,025
                                                                    ------------  ------------

        Total current liabilities                                     3,118,484     2,376,782

DEFERRED REVENUE, net of current portion                                 90,673       242,683

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value, 20,000,000 shares authorized,             -             -
    no shares issued and outstanding.
  Common stock, $.001 par value, 80,000,000 shares authorized,            9,872         9,236
    9,871,448 shares and 9,235,823 shares issued and
    outstanding, respectively
  Additional paid-in capital                                          5,505,797     5,079,177
  Accumulated deficit                                                (8,446,558)   (6,546,367)
                                                                    ------------  ------------

        Total stockholders' equity (deficit)                         (2,930,889)   (1,457,954)
                                                                    ------------  ------------

        Total liabilities and stockholders' equity (deficit)        $   278,268   $ 1,161,511
                                                                    ============  ============
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


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


                                    CONSOLIDATED STATEMENTS OF OPERATIONS
                                    -------------------------------------

                                                 (unaudited)


                                                          Three  Months  Ended       Six  Months  Ended
                                                          --------------------       ------------------
                                                                June 30,                   June 30,
                                                               ---------                   --------
                                                           2001         2000          2001          2000
                                                        -----------  -----------  ------------  ------------
<S>                                                     <C>          <C>          <C>           <C>
REVENUES:
  Subscriptions                                         $   45,000   $  353,550   $    90,000   $   707,100
  Licenses                                                  91,005            -       182,010             -
  Services and other                                        28,795            -        62,268       125,000
                                                        -----------  -----------  ------------  ------------

                   Total revenues                          164,800      353,550       334,278       832,100

OPERATING EXPENSES:
  Cost of sales and services                               107,942      100,176       311,173       331,029

  Selling, general and administrative, including
    stock-based consideration of $313,500 and
    $289,438 for the 3 months ended June 30,
    2001 and 2000, $372,356 and $2,393,500 for
    the 6 months ended June 30, 2001 and 2000.             791,012      995,874     1,872,990     3,669,210
                                                        -----------  -----------  ------------  ------------

                   Total operating expenses                898,954    1,096,050     2,184,163     4,000,239
                                                        -----------  -----------  ------------  ------------

                   Loss from operations                   (734,154)    (742,500)   (1,849,885)   (3,168,139)

INTEREST EXPENSE, including stock-based
  consideration of $109,864 for the 3 months and the
  6 months ended June 30, 2000.                             21,560      148,120        50,533       184,288

OTHER EXPENSE                                               23,415       20,101        44,873        40,460
                                                        -----------  -----------  ------------  ------------

                   Net loss, before extraordinary item    (779,129)    (910,721)   (1,945,291)   (3,392,887)

EXTRAORDINARY ITEM, gain on settlement of
  payables.                                                 45,100            -        45,100             -


                   Net loss                             $ (734,029)  $ (910,721)  $(1,900,191)  $(3,392,887)
                                                        ===========  ===========  ============  ============

LOSS, BEFORE EXTRAORDINARY GAIN - Per Share             $    (0.09)  $    (0.15)  $     (0.21)  $     (0.57)

EXTRAORDINARY GAIN - Per Share                                 .01            -           .01             -
                                                        -----------  -----------  ------------  ------------

BASIC AND DILUTED NET LOSS - Per Share                  $    (0.08)  $    (0.15)  $     (0.20)  $     (0.57)
                                                        ===========  ===========  ============  ============

WEIGHTED AVERAGE SHARES USED IN
  COMPUTING BASIC AND DILUTED NET
  LOSS PER SHARE                                         9,426,702    6,008,248     9,331,790     5,922,970
                                                        ===========  ===========  ============  ============
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


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

                          CONSOLIDATED STATEMENTS OF CASH FLOWS
                          -------------------------------------

                     FOR THE SIX MONTHS ENDED JUNE 30, 2001 AND 2000
                     -----------------------------------------------


                                                                  2001          2000
                                                              ------------  ------------
<S>                                                           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                    $(1,900,191)  $(3,392,886)
  Adjustments to reconcile net loss to net cash used
    in operating activities-
      Extraordinary gain                                          (45,100)            -
      Stock-based consideration                                   372,356     2,503,364
      Depreciation                                                 23,645        18,793
      Changes in operating assets and liabilities-
        Decrease in accounts receivable                           609,385       192,900
        Decrease (increase) in other current assets                     -       (14,984)
        Decrease (increase) in other assets                       216,160      (156,766)
        Increase in accounts payable and accrued liabilities      650,767       457,984
        (Decrease) in software obligations payable                (25,000)     (124,094)
        Increase in deferred revenue                               27,990             -
                                                              ------------  ------------

          Net cash provided used in operating activities          (69,988)     (515,689)
                                                              ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                   -       (34,519)
                                                              ------------  ------------

          Net cash used in investing activities                         -       (34,519)
                                                              ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                                -        40,000
  Proceeds from borrowings                                        559,685     2,111,878
  Repayment of borrowings                                        (523,750)   (1,520,097)
                                                              ------------  ------------

          Net cash provided used by financing activities           35,935       631,781
                                                              ------------  ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                         (34,053)       81,573

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                   55,586        25,716
                                                              ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                    $    21,533   $   107,289
                                                              ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                      $    30,740   $    65,946

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
  FINANCING ACTIVITIES:
    Purchase of assets with common stock                                -       274,299
    Payables converted to common stock and paid-in capital         54,900        15,000
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                    ----------------------------------------


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                                  JUNE 30, 2001
                                  -------------


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, 2000 included
in the Company's 2000 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 six month periods ended June 30, 2001 are
not  necessarily  indicative  of  the  results that may be expected for the year
ending  December  31,  2001.


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

Sharp  Holding  Corporation,  a  Delaware  corporation,  formerly  Celebrity
Entertainment  Group,  Inc.  ("Celebrity")  together  with  its  wholly-owned
subsidiary,  Sharp  Technology,  Inc.,  a Delaware corporation (the "Company" or
"we")  specializes  in  developing  Internet  security,  e-commerce, and content
management software products. Those products include; security software designed
to  prevent  "hackers'  from gaining access to personal computers while they are
connected  to  the  Internet,  e-commerce  software designed to provide a direct
connection  between  personal  computer  desktops  and Internet sites for "brand
name" retailers, and software filters to provide customizable protection against
objectionable  Internet  content. Our product distribution and business strategy
focuses on establishing collaborative relationships with large corporations that
have  large,  existing customer bases. We provide these businesses with products
and  services  to help them retain customers and strengthen their Internet brand
presence. Our goal is to generate recurring revenues from an expanding user base
in  a  manner  that  maximizes the Company's customer relationships and provides
value  to  our  shareholders.

Through  June  30,  2001, we had an accumulated deficit of $8.5 million. Of that
amount,  $2.8  million  resulted from stock-based compensation and consideration
granted  through  that  date related to the fair market value of stock and stock
warrants  issued  in  connection  with  employee  compensation, certain software
development  contracts,  financial  services  consulting agreements and warrants
granted  to  certain  debt  holders.  We  have a working capital deficit of $3.0
million  at  June 30, 2001, and operating losses have continued through the date
of  this  report. As a result of shortfalls in anticipated funding, we have made
certain  payroll  tax  deposits  with the Internal Revenue Service after the due
date  and  are delinquent on such payments at June 30, 2001. We are also subject
to  interest  and  penalties in connection with our delinquent tax payments (see
Note  6).  On  March  29,  2001  we secured a guarantee from our chief executive
officer  for  the  payment  of  all  delinquent  payroll  taxes  and any related
penalties  and  interest.  We  are  currently  pursuing a business strategy that
includes  building a reserve for the payment of future payroll taxes, increasing
the  Company's  sales  and  marketing efforts and decreasing operating expenses.
While  pursuing this strategy, we expect to experience cash flow deficits, which
will  necessitate  additional financing. We are confident that alternative forms
of  financing  and  liquidity  will  be  available;  however,  there  can  be no
assurances  that  future  debt or equity funding will be available or have terms
acceptable  to  the  Company.  These  events  raise  substantial doubt as to our
ability  to  continue  as  a going concern. The report of our independent public
accountants which accompanied our consolidated financial statements for the year
ended  December  31,  2000  was  qualified  with  respect  to  that  risk.


<PAGE>
3.   TECHNOLOGY  AND  INTERNET
     APPLICATION  AGREEMENTS:
     ------------------------

Beginning January 1, 2001, the Company licensed Qwest the rights to distribute a
collection  of Internet software programs, "The New Collection", for a period of
20  months.  The  New  Collection  will  contain  six  volumes  of  software.
Consideration  for distribution of the New Collection is $300,000 plus a royalty
fee  of  $1.50  per  software volume requested by and provided to each Qwest.net
customer  during  the  term of the license agreement. The Company is required to
provide  telephone  support for the term of the agreement. The $300,000 is being
recognized  ratably  over  the  two-year  term  of  the  agreement.


4.   RELATED-PARTY  TRANSACTIONS:
     ----------------------------

On  March  1,  2001,  the  Company  entered  into note payable agreements with a
stockholder  in  the  amount of $100,000.  The note bears interest at 10 percent
per  annum  and  is payable on demand. On November 16 and December 12, 2000, the
Company entered into note payable agreements with this stockholder in the amount
of  $60,000  and  $40,000,  respectively.  These  notes also bear interest at 10
percent  per  annum  and are payable on demand.  As of June 30, 2001, the entire
balance  of  all  three  notes  was  outstanding.

During March 2001, the Company obtained a guarantee from George Sharp, its chief
executive  officer,  to  pay all payroll taxes outstanding as of March 15, 2001,
together  with  the  amount  of  any related interest and penalty. The guarantee
calls  for  Mr.  Sharp to make a loan to the Company to cover these amounts. The
note  will  be payable upon demand by Mr. Sharp and will bear interest at a rate
of  10%  per  annum.  As of June 30, 2001 we have received no funding under this
guarantee.

During  March  2001,  we  borrowed  a  total  of  $55,000  under the terms of an
unsecured  credit  line agreement with Commercial Capital Trading Corporation, a
company owned by the Company's chief executive officer, George Sharp. During the
period  from April through June 2001, we borrowed an additional $124,685 against
that  line.  The total amount due of $179,685 at June 30, 2001 bears interest at
10%  per  annum  and  is  payable,  in  full,  on  demand.


5.   STOCKHOLDERS'S  EQUITY  (DEFICIT)
     ---------------------------------

On  April  19,  2001,  pursuant  to  an  affirmative  vote  of its shareholders,
Celebrity Entertainment Group Inc., entered into an Agreement and Plan of Merger
with  and  into its wholly-owned Delaware subsidiary, Sharp Holding Corporation.
At  the  close of the transaction, our new certificate of incorporation provides
for  80,000,000 shares of common stock authorized, $.001 par value, 9,871,448 of
which  are  currently issued and outstanding; and 20,000,000 shares of preferred
stock  authorized,  $.001  par  value,  none  of  which  are currently issued or
outstanding.


6.   COMMITMENTS  AND  CONTINGENCIES:
     --------------------------------

At  June  30,  2001,  the  Company  was  delinquent on approximately $310,000 in
payroll  tax.  The  Company is also 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 June 30, 2001.
Management  believes  additional interest and penalties, if any are levied, will
not  be  material  to the Company's financial position or results of operations.
In  March 2001, the Company obtained a guarantee from its CEO for the payment of
all  delinquent  payroll  taxes  and  any  related  penalties  and  interest.


<PAGE>
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  financial  position  or  results of
operations  of  the  Company.


7.   EXTRAORDINARY  GAIN:
     --------------------

During  June  2001,  we  generated  an  extraordinary  gain  of  $45,100  on the
settlement  of  a  payable  with  NetSnitch  LLC  in  connection with a software
purchase  agreement.


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  2,  2001.

FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

Sharp  Holding  Corporation,  a  Delaware  corporation,  formerly  Celebrity
Entertainment  Group,  Inc.  ("Celebrity")  together  with  its  wholly-owned
subsidiary,  Sharp  Technology,  Inc.,  a Delaware corporation (the "Company" or
"we")  is  including  the  following cautionary statement in this Form 10-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 behalf of, the Company.  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  "  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 are
believed  to 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
management's expectation, beliefs or projections will result, be achieved, or be
accomplished.

OPERATIONS

We  specialize  in  developing  Internet  security,  e-commerce,  and  content
management software products. Those products include; security software designed
to  prevent  "hackers'  from gaining access to personal computers while they are
connected  to  the  Internet,  e-commerce  software designed to provide a direct
connection  between  personal  computer  desktops  and Internet sites for "brand
name" retailers, and software filters to provide customizable protection against
objectionable  Internet  content. Our product distribution and business strategy
focuses  on  establishing  collaborative  relationships  with large corporations
("Redistribution Partners") that have large, existing customer bases. We provide
these  businesses  with  products and services to help them retain customers and
strengthen  their  Internet  brand  presence.  Our goal is to generate recurring
revenues  from  an  expanding user base in a manner that maximizes the Company's
customer  relationships  and  provides  value  to  our  shareholders.

In  order  to  provide  the  volume  of  quality  products  and  services  our
Redistribution  Partners  require,  we  have  developed  a  network  of  outside
resources.  Software  products  are  either  licensed  or  developed  as needed.
Software development is supported by the efforts of several development entities
including  Petroleum  India  International,  one  of  India's  largest
engineering/software  consortiums.

We  intend  to  expand  the  number  of  our Redistribution Partners; enrich the
content  of  our proprietary applications; host and maintain our own, as well as
third  party, software applications; distribute multiple software offers to each
of the end-users we acquire through our Redistribution Partnerships, and provide
strategic  design, marketing, e-commerce and software development services to an
expanding  base  of  corporate  customers.


<PAGE>
RESULTS  OF  OPERATIONS  FOR THE THREE AND SIX MONTH PERIODS ENDED JUNE 30, 2001
AND  2000

During  the  three  and  six  month  periods  ended  June 30, 2001, we had total
revenues  of  $165,000 and $334,000, respectively, compared to total revenues of
$354,000  and  $832,000 for the same respective periods ended June 30, 2000. The
decrease  in  revenue  of  $189,000 between the three month periods and $498,000
between  the  six month periods results from a decrease in revenue recognized in
connection  with  our  contracts  with  Qwest. Deferred revenue related to these
contracts,  however,  increased from $0 at June 30, 2000 to $635,000 at June 30,
2001.  Deferred  revenue  as  of  December  31,  2000  totaled  $607,000.

Our costs of sales and services relate to development, fulfillment and technical
support.  These  costs totaled $108,000 and $311,000 for the three and six month
periods  ended June 30, 2001 respectively, compared to $100,000 and $331,000 for
the  same  respective periods ended June 30, 2000. The decrease in cost of sales
of  $20,000 between the six month periods relates primarily to a decrease in the
amortization  of  capitalized  development costs incurred in connection with our
first  software  collection. This decrease was in large part offset by increased
costs  incurred  in  connection  with  development  and amortization of expenses
related  to  our  Internet  security  program,  "Hack  Tracer."

The  Company's selling, general and administrative expenses totaled $791,000 and
$1,873,000 for the three and six month periods ended June 30, 2001 respectively,
compared  to  $996,000 and $3,669,000 for the same respective periods ended June
30,  2000.  The  $205,000 decrease in these expenditures between the three month
periods ended June 30, 2001 and 2000 can be attributed to an overall decrease in
salaries,  wages  and purchases of third-party marketing services. To an extent,
these  decreases  were  offset  by  increased expenditures related to the second
quarter  2001  issuance  of  stock-based  compensation  to  certain  employees,
executives  and  directors.

In  largest  part,  the  $1.8  million  decrease  in  selling,  general  and
administrative  expenditures  between  the six month periods ended June 30, 2001
and  2000  can  be attributed to nearly $2.1 million in stock-based compensation
granted  during  the  first  three  months  of  2000  in connection with certain
software  development  contracts and financial consulting agreements. During the
first  three  months  of  2001,  only  $59,000 of such expense was incurred. The
decrease  in  stock-based compensation expense was offset, in part, by increases
in  payroll related expense during the first three months of 2001 and an overall
increase  in  legal and professional fees. These expenses escalated during early
fiscal  year  2001  as  a  result  of  our  expansion  and  financing  plans.

Our net interest expense totaled $22,000 and $51,000 for the three and six month
periods  ended June 30, 2001, respectively compared to $148,000 and $184,000 for
the  same  respective  periods  ended  June  30,  2000. The decrease in interest
expense of $126,000 between the three month periods and $133,000 between the six
month  periods  relates  entirely  to  our  use  of  stock-based  incentives  in
connection  with  certain  debt  instruments during the second quarter of fiscal
year  2000.  Such  incentives  have  not  been  generally  used  during  2001.

During  June  2001,  we  generated  an  extraordinary  gain  of  $45,100  on the
settlement  of  a  payable  with  NetSnitch  LLC  in  connection with a software
purchase  agreement.


LIQUIDITY  AND  CAPITAL  RESOURCES

Through  June  30,  2001, we had an accumulated deficit of $8.5 million. Of that
amount,  $2.8  million  resulted from stock-based compensation and consideration
granted  through  that  date related to the fair market value of stock and stock
warrants  issued  in  connection  with  employee  compensation, certain software
development  contracts,  financial  services  consulting agreements and warrants
granted  to  certain  debt  holders.  We  have a working capital deficit of $3.0
million  at  June 30, 2001, and operating losses have continued through the date
of  this  report. As a result of shortfalls in anticipated funding, we have made
certain  payroll  tax  deposits  with the Internal Revenue Service after the due
date  and  are delinquent on such payments at June 30, 2001. We are also subject
to  interest  and  penalties  in connection with our delinquent tax payments. On


<PAGE>
March  29, 2001, we secured a guarantee from our chief executive officer for the
payment  of all delinquent payroll taxes and any related penalties and interest.
We  are  currently pursuing a business strategy that includes building a reserve
for  the  payment  of  future  payroll taxes, increasing the Company's sales and
marketing  efforts  and  decreasing  operating  expenses.  While  pursuing  this
strategy,  we  expect  to  experience cash flow deficits, which will necessitate
additional  financing.  We are confident that alternative forms of financing and
liquidity  will  be  available;  however, there can be no assurances that future
debt  or  equity  funding  will  be  available  or  have terms acceptable to the
Company.  These  events raise substantial doubt as to our ability to continue as
a  going  concern.  The  report  of  our  independent  public  accountants which
accompanied  our  consolidated  financial statements for the year ended December
31,  2000  was  qualified  with  respect  to  that  risk.

The Company has financed its operations from inception primarily through private
financing  transactions  and  payments  related  to  its  agreement  with  Qwest
Communication  Services,  Inc. 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  maintain  current  Redistribution
Partnerships  and  enter  into  new Redistribution Partnerships, satisfaction of
delinquent  payroll  taxes  and  any  associated interest and penalties, and the
obtaining  of  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  June  30,  2001,  we  have  no material outstanding purchase commitments and
during  the three and six month periods ending June 30, 2001 and 2000, there are
no  significant elements of income or loss that do not arise from our continuing
operations. Further, with the exception of the potential impact of the Christmas
buying  season  on the results of our e-commerce efforts, which is not currently
estimable,  management  does  not  expect  material  changes  in  its results of
operations  from  period  to  period based upon the seasonality of its business.


                                     PART II


ITEM  2.   CHANGES  IN  SECURITIES

On  April  19,  2001,  pursuant  to  an  affirmative  vote  of its shareholders,
Celebrity  entered into an Agreement and Plan of Merger (the Agreement) with and
into  its  wholly-owned  Delaware  subsidiary,  Sharp Holding Corporation (Sharp
Holding).  Under  the  terms  of  the Agreement, Sharp Holding was the surviving
corporation.  As  a  result,  our  name was changed from Celebrity Entertainment
Group,  Inc.,  to Sharp Holding Corporation, and our state of domicile was moved
from  Wyoming  to Delaware. Further, all of the issued and outstanding shares of
Celebrity  common  stock,  and  all  stock  options  and  stock  purchase rights
outstanding  in  Celebrity  were exchanged for an identical number of shares and
rights in Sharp Holding. At the close of the transaction, our new certificate of
incorporation  provides  for 80,000,000 shares of common stock authorized, $.001
par  value,  9,871,448  of  which  are  currently  issued  and  outstanding; and
20,000,000  shares of preferred stock authorized, $.001 par value, none of which
are  currently  issued  or  outstanding. It is not necessary for shareholders to
exchange  their  existing  stock  certificates  of  Celebrity  for  the  stock
certificates  of  Sharp  Holding.

On  April  12,  2001,  we  granted 15,625 shares of unregistered common stock to
Neoworx  as  compensation  under  the  terms a software license agreement. These
shares  were  issued  pursuant  to  an  exemption  from  registration  with  the
Securities  and  Exchange Commission under Regulation D of the Securities Act of
1933  as  amended  (the  "Act")  as  provided  in  Section  4(2) of the Act. The
certificate  issued  for the unregistered shares contained a legend stating that
the  shares  had not been registered under the Act and set forth restrictions on
the  transferability and the sale of the shares. No underwriter participated in,
nor did we pay any commissions or fees to any underwriter in connection with the
sale  of  these  shares.  The  sale  of  these  shares  did not involve a public
offering.

On  June  5,  2001,  we granted 50,000 shares of unregistered common stock and a
warrant  to  purchase  300,000 shares of unregistered common stock, at $3.00 per
share,  to NetSnitch LLC. The stock purchase warrant expires June 5, 2006. These
securities  were  issued  as  compensation  under  the terms a software purchase
agreement  in  exchange  for a contract payable in the amount of $75,000 and the
forfeiture  of  two  (2)  warrants  granting NetSnitch LLC the right to purchase


<PAGE>
266,667  shares  of  our  common  stock  at  $5.10  per  share. The unregistered
securities  were  issued  pursuant  to  an  exemption from registration with the
Securities  and  Exchange Commission under Regulation D of the Securities Act of
1933 as amended, as provided in Section 4(2) of the Act. The certificates issued
for  the  unregistered securities contained a legend stating that the securities
had  not  been  registered  under  the  Act  and  set  forth restrictions on the
transferability  and the sale of the securities. No underwriter participated in,
nor did we pay any commissions or fees to any underwriter in connection with the
sale  of these securities. The sale of these securities did not involve a public
offering.


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

On April 5, 2001, we held a special meeting of shareholders pursuant to a Notice
of  Special  Meeting  and  Proxy  Statement  dated March 5, 2001, distributed to
shareholders  of  record as of February 27, 2001. The meeting was called for the
following  purposes:

1.   To  approve  the  reincorporation of Celebrity as a Delaware corporation by
     means  of  a  merger  of  Celebrity with and into its wholly-owned Delaware
     subsidiary,  Sharp  Holding  Corporation.
2.   To  transact  such  other  business as may properly come before the Special
     Meeting,  including  any  motion  to  adjourn  to  a  later  date to permit
     solicitation  or  receiving  of  proxies  if  necessary,  or  before  any
     adjournments  thereof.

The  reincorporation  of  Celebrity  was  approved  by  an  affirmative  vote of
6,093,960 shares. There were no votes against the proposal, 145 shares abstained
from  voting.  No  other  business  came  before  the  Special  Meeting.


ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     EXHIBITS

Exhibit
   No.    Identification  of  Exhibit

2.1       Incorporated by reference to the Agreement and Plan of Merger of Sharp
          Holding  Corporation,  a  Delaware  Corporation,  and  Celebrity
          Entertainment  Group, Inc., A Wyoming Corporation dated April 19, 2001
          previously  filed  on  March 5, 2001 in connection with our Definitive
          Proxy  Statement  as  Appendix  A.

3.1 (a)   Incorporated  by  reference  to the Articles of Incorporation of Sharp
          Holding Corporation, dated February 16, 2001 previously filed on March
          5,  2001 in connection with our Definitive Proxy Statement as Appendix
          B.

3.1 (b)   Incorporated  by  reference  to  the  By-Laws  of  Sharp  Holding
          Corporation, dated February 16, 2001 previously filed on March 5, 2001
          in  connection  with  our  Definitive  Proxy  Statement as Appendix C.

10.1      Incorporated  by  reference to the Credit Line Agreement between Sharp
          Technology,  Inc.  and  Commercial  Capital  Trading Corporation dated
          November  30,  1999,  as  previously filed in connection with our Form
          10-KSB  filed  April  2,  2001as  Exhibit  10.1  (d).

99.1      Incorporated  by  reference to the Certificate of Merger issued by the
          Secretary of State of Wyoming dated April 12, 2001 previously filed on
          March  5,  2001  in  connection with our Definitive Proxy Statement as
          Exhibit  99.1.

99.2      Incorporated  by  reference to the Certificate of Merger issued by the
          Secretary  of  State of Delaware dated April 19, 2001 previously filed
          on  March 5, 2001 in connection with our Definitive Proxy Statement as
          Exhibit  99.2.


<PAGE>
(b)     REPORTS  ON  FORM  8-K

On  May  3, 2001, we filed a report on Form 8-K in connection with Item 5, Other
Events,  relating to our reincorporation as a Delaware corporation that occurred
on  April  19,  2001.


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,  formerly  Celebrity  Entertainment  Group,  Inc.


By:  /s/  George  Sharp                                  August 13, 2001
-----------------------------------------------------
George  Sharp, Director, Chief Executive Officer, and
President


By:  /s/  Robert  Wesolek                                August 13, 2001
-----------------------------------------------------
Robert Wesolek, Chief Financial Officer and Treasurer


<PAGE>