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 March 31, 2002

            [ ]  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)


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



                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  May  10,  2002  there  were 10,216,448 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.   Unaudited Financial Statements

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


PART II

Item 1.   Legal Proceedings

Item 3.   Defaults upon Senior Securities

Item 6.   Exhibits and Reports on Form  8-K



                                     PART I

ITEM 1.   FINANCIAL STATEMENTS

     Consolidated Balance Sheets as of
     March 31, 2002 (unaudited) and December 31, 2001

     Unaudited Consolidated Statements of Operations for the
     three month periods ended March 31, 2002 and 2001

     Unaudited Consolidated Statements of Cash Flows for the
     three month periods ended March 31, 2002 and 2001

     Notes to Unaudited Consolidated Financial Statements


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

        CONSOLIDATED BALANCE SHEETS--MARCH 31, 2002 AND DECEMBER 31, 2001
        -----------------------------------------------------------------


                                                                                2002          2001
                                                                            ------------  ------------
                                                                            (unaudited)
<S>                                                                         <C>           <C>
                         ASSETS
                         ------

CURRENT ASSETS:
  Cash and cash equivalents                                                 $     5,986   $    27,295
  Accounts receivable                                                             1,946         2,012
  Other                                                                               -             -
                                                                            ------------  ------------

            Total current assets                                                  7,932        29,307

PROPERTY AND EQUIPMENT, net                                                      61,839        71,818

SOFTWARE DEVELOPMENT COSTS AND OTHER, net                                           550         1,450
                                                                            ------------  ------------

            Total assets                                                    $    70,321   $   102,575
                                                                            ============  ============

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

CURRENT LIABILITIES:
  Accounts payable                                                          $   921,662   $   879,866
  Accrued liabilities                                                           784,988       567,623
  Notes payable to related parties                                              313,538       328,065
  Notes payable                                                                 200,000       290,000
  Deferred revenue                                                              225,430       360,688
                                                                            ------------  ------------

            Total current liabilities                                         2,445,618     2,426,242

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
 Common stock, $.001 par value, 80,000,000 shares authorized, 10,216,448
  shares and 9,235,823 shares issued and outstanding,
  respectively                                                                   10,217        10,217
Additional paid-in capital                                                    5,957,202     5,957,202
Accumulated deficit                                                          (8,342,716)   (8,291,086)
                                                                            ------------  ------------

            Total stockholders' deficit                                      (2,375,297)   (2,323,667)
                                                                            ------------  ------------

           Total liabilities and stockholders' deficit                      $    70,321   $   102,575
                                                                            ============  ============
</TABLE>


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


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


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

              FOR THE THREE MONTHS ENDED MARCH 31, 2002, AND 2001.
              ----------------------------------------------------


                                                                  2002          2001
                                                              ------------  ------------
<S>                                                           <C>           <C>
REVENUES:
  Subscriptions                                               $    44,250   $    45,000
  Licenses                                                         91,008        91,005
  Services and other                                                9,493        33,474
                                                              ------------  ------------

             Total revenues                                       144,751       169,479

OPERATING EXPENSES:
  Cost of sales and services                                          506       203,231
  Selling, general and administrative, including stock-based
    consideration of $58,856 in 2001                              173,534     1,081,980
                                                              ------------  ------------

             Total operating expenses                             174,040     1,285,211
                                                              ------------  ------------
             Loss from operations                                 (29,289)   (1,115,732)

INTEREST EXPENSE                                                   17,064        28,972
OTHER EXPENSE                                                       5,277        21,458
                                                              ------------  ------------
             Net loss                                         $   (51,630)  $(1,166,162)
                                                              ============  ============

BASIC AND DILUTED NET LOSS PER SHARE                          $     (0.01)  $     (0.13)
                                                              ============  ============
WEIGHTED AVERAGE SHARES USED IN COMPUTING BASIC AND
  DILUTED NET LOSS PER SHARE                                   10,216,448     9,235,823
                                                              ============  ============
</TABLE>

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


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


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

               FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
              ---------------------------------------------------


                                                              2002         2001
                                                           ----------  ------------
<S>                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                 $ (51,630)  $(1,166,162)
  Adjustments to reconcile net loss to net cash used in
   operating activities-
    Stock-based consideration                                      0        58,856
    Depreciation                                               9,979        11,822
    Changes in operating assets and liabilities-
     Decrease in accounts receivable                              66       621,465
     Decrease in other assets                                    900       112,271
     Increase in accounts payable and accrued liabilities    169,161       370,506
     (Decrease) in software obligations payable                    0       (25,000)
     Decrease (Increase) in deferred revenue                (135,258)      163,995
                                                           ----------  ------------

       Net cash (used in) provided by operating activities    (6,782)      147,753
                                                           ----------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from borrowings                                         0       405,000
  Repayment of borrowings                                    (14,527)     (523,750)
                                                           ----------  ------------

           Net cash (used) by financing activities           (14,527)     (118,750)
                                                           ----------  ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS         (21,309)       29,003

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD              27,295        55,586
                                                           ----------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                 $   5,986   $    84,589
                                                           ==========  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                   $  18,639   $    20,816
                                                           ==========  ============
</TABLE>


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


<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                 MARCH 31, 2002



     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, 2001 included in the Company's
     2001  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 months ended March 31, 2002, are not
     necessarily  indicative  of  the  results that may be expected for the year
     ending  December  31,  2002.


     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 suffered recurring losses from operations of $51,630, and
     $1,166,162  for  the  three-month  periods  ended  March 31, 2002 and 2001,
     respectively.  These  recurring losses have produced an accumulated deficit
     of  $8,342,716, and a working capital deficit of $2,437,686 as of March 31,
     2002. Although the Company has made major reductions in operating expenses,
     operating  losses  and negative cash flows have continued during 2002. As a
     result  of  shortfalls in anticipated funding, the Company is delinquent on
     certain payroll tax deposits due the IRS. In order to secure payment of the
     delinquent  deposits  and penalties the Company has arranged a guarantee of
     payment  by  its  Chief  Executive  Officer.  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,  2001  was  qualified  with  respect  to  that  risk.

     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 Internet support for the term
     of  the  agreement.  The  $300,000  is  being  recognized  ratably over the
     two-year  term  of  the  agreement.


<PAGE>
     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
     March  31,  2002,  the  entire  balance of all three notes was outstanding.

     During  March 2001, the Company obtained a guarantee from George Sharp, our
     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.  Such  note will be payable upon demand by Mr. Sharp and will bear
     interest  at  a rate of 10% per annum. As of March 31, 2002 the Company has
     received  no  funding  under  this  guarantee.

     During  March  2001,  the  Company  entered  into  an unsecured credit line
     agreement  with  Commercial Capital Trading Corporation, a company owned by
     our chief executive officer. During the three-month period ending March 31,
     2002,  the  Company  repaid  $14,527  of this debt. The total amount due of
     $113,538  at March 31, 2002 bears interest at 10% per annum and is payable,
     in  full,  on  demand.

     5.   COMMITMENTS  AND  CONTINGENCIES:
          --------------------------------

     At  March 31, 2002, the Company was delinquent on approximately $305,000 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
     March  31,  2002. 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.

     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 which 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.  The  Company  plans  to pursue all remedies available under the
     terms  of  the  partnership  contract.


<PAGE>
     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, now an outside consultant. 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. We have been informed that Navi-Gates has
     initiated a process to bring a cause of action against both Qwest and Sharp
     Technology  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.  We  are  currently  negotiating
     settlement  of  this  dispute.

     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.


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,  2002.

FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

We  include  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 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-KSB 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
expectation,  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  the  Company's  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
solutions  for  Fortune  500  companies.  We expect that large corporations will
distribute  our  software  products  as  premium  components  in their strategic
marketing  campaigns,  usually  mailed  and delivered as CD ROMs, to acquire new
customers  and  motivate,  reward, and "monetize" their existing customer bases.


<PAGE>
We have recently been selected by Eastman Kodak Corporation to represent Kodak's
new  "Optical  Media  CD"  technology.  We  are  now collaborating with Kodak 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 up to a 75% average
response rate, compared to the 5% response rate of 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 four-dollar OMCD is more cost effective
than  the  standard  seventy-cent commodity CD delivered by competing companies.

We  also are finalizing negotiations for the acquisition of a patented Digitally
Integrated  Video Overlay ("DIVO") technology from United Internet Technologies,
Inc.,  a  subsidiary  of  United  Leisure  Corporation. This software technology
provides  secure  television quality video on top of static web pages regardless
of  the speed of the Internet connection. We intend to use the DIVO interface in
combination  with  Kodak's  Optical  Media  CD  technology.

Together  with  Kodak, we are now calling on large corporations to introduce the
benefits  of  these  combined  technologies. We will continue to design software
with unique customization and personalization features to maximize Kodak Optical
Media/DIVO technology and enhance customer benefits. We believe our relationship
with  Kodak  will  greatly expand our reach into the Fortune 500 during the next
few  years.

During  the  past  two  years our primary source of business revenue was derived
from  a  series  of agreements with US West/Qwest Communications. 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 MONTH PERIODS ENDED MARCH 31, 2002 AND 2001

During  the three month periods ended March 31, 2002 and 2001 we generated total
revenues  of  $144,000  and $169,000, respectively. Revenues during both periods
related  primary  to  the  recognition  of  revenue  from  software licenses and
marketing  contracts  with  Qwest.

Our costs of sales and services relate primarily to the amortization of deferred
development  costs.  These  costs  totaled $506 and $203,231 for the three month
periods  ended  March  31,  2002  and 2001, respectively. During the three month
period  ended  March  31, 2002 we incurred only negligible costs of sales as all
deferred  development  costs  had  been  fully  amortized.

Our selling, general and administrative expenses totaled $174,000 and $1,082,000
for  the  three  month  periods ended March 31, 2002 and 2001, respectively. The
$908,000  decrease  in these expenditures between the three month periods can be
attributed to workforce restructuring and cost cutting programs in effect during
the  three  month  period  ending  March  31,  2002.  Such  programs resulted in
substantial  decreases  in  salaries,  wages,  travel,  entertainment, rents and
professional  fees.


<PAGE>
LIQUIDITY  AND  CAPITAL  RESOURCES

Through  March 31, 2002, we have an accumulated deficit of $8.3 million. We have
a  working  capital  deficit  of  $2.4  million  at March 31, 2002. Although the
company  has  made  major reductions in operating expenses, 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. In order to secure payment of the delinquent deposits and
penalties  we  have  arranged  a  guarantee  of  payment  by our Chief Executive
Officer.  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,  2001  was  qualified  with  respect  to  that  risk.

We've 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  March  31,  2002,  we  have no material outstanding purchase commitments and
during  the  3  month  periods  ended  March  31,  2002  and  2001, 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.

                                     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  which  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. 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 now an
outside  consultant.  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.  We  have  been  informed  that Navi-Gates has initiated a process to
bring  a  cause  of  action  against  both  Qwest and Sharp Technology 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.


<PAGE>
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.  We  are  currently  negotiating  settlement  of  this  dispute.

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 3.    DEFAULTS  UPON  SENIOR  SECURITIES

As  of March 31, 2002, we are in default with respect to the payment of $224,932
in  principal  and  interest  relating  to  a demand note held by the heirs of a
recently  deceased  note  holder/shareholder.  We  are  currently  negotiating
settlement  in  connection  with  this  default.


ITEM 6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

NONE


(b)  REPORTS  ON  FORM  8-K

NONE


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                                     May 15, 2002
------------------------------------------------
George Sharp, Director, Chief Executive Officer,
Chief Accounting Officer and President


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