UNITED STATES
                       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, 2004

             [ ] 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)


      Check  whether  the  issuer  (1) filed all reports required 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 such filing requirements for the past 90 days.
Yes  [X]  No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  August  20, 2004 there were 26,244,448 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 or Plan of Operations

Item  3.  Controls  and  Procedures


PART  II

Item  1.  Legal Proceedings

Item  2.  Changes  in  Securities  and Small Business Issuer Purchases of Equity
Securities

Item  6.  Exhibits  and  Reports  on  Form  8-K


                                        2
<PAGE>
                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS

          Consolidated Balance Sheets as of
          June 30, 2004 (unaudited) and December 31, 2003

          Consolidated Statements of Operations for the three months
          and six months ended June 30, 2004 and 2003 (unaudited)

          Consolidated Statement of Stockholders' Deficit for the
          six months ended June 30, 2004 (unaudited)

          Consolidated Statements of Cash Flows for the
          six months ended June 30, 2004 and 2003 (unaudited)


                                        3
<PAGE>
<TABLE>
<CAPTION>
                          SHARP HOLDING CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS
                              June 30, 2004 and December 31, 2003
                                          __________

                                                                     June 30,      December
                                                                      2004         31, 2003
ASSETS                                                             (Unaudited)      (Note)
------                                                            -------------  -------------
<S>                                                               <C>            <C>
Current assets:
  Cash and cash equivalents                                       $    535,861   $      7,479
  Notes receivable                                                      -              17,000
                                                                  -------------  -------------

    Total current assets                                               535,861         24,479

Property and equipment, net                                              7,205          5,063

Deferred technology license, net                                       244,824        308,695

Other noncurrent assets                                                    588            588
                                                                  -------------  -------------

      Total assets                                                $    788,478   $    338,825
                                                                  =============  =============


                                        4
<PAGE>
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------------------

Current liabilities:
  Accounts payable                                                $    603,666   $    565,485
  Accrued payroll taxes                                                322,253        322,253
  Accrued payroll and contract labor                                   597,680        604,881
  Other accrued liabilities                                            562,059        616,632
  Notes payable to related parties                                   1,171,106        501,102
  Notes payable                                                      1,555,844        950,844
  Deferred revenue                                                      24,485         30,000
                                                                  -------------  -------------

    Total current liabilities                                        4,837,093      3,591,197

Long term notes payable to related parties                                   -         26,057

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock, $.001 par value, 80,000,000 shares authorized,
    26,244,448 shares and 25,488,448 shares issued and outstanding,
    respectively                                                        26,245         25,489
  Additional paid-in capital                                         7,651,814      7,492,270
  Accumulated deficit                                              (11,726,674)   (10,796,188)
                                                                  -------------  -------------

      Total stockholders' equity (deficit)                          (4,048,615)    (3,278,429)
                                                                  -------------  -------------

         Total liabilities and stockholders' equity (deficit)      $    788,478   $    338,825
                                                                  =============  =============
</TABLE>


Note:  The  balance sheet at December 31, 2003 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.


See accompanying notes to unaudited condensed consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                                  SHARP HOLDING CORPORATION AND SUBSIDIARIES
                               UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                      for the three months and six months ended June 30, 2004 and 2003
                                                 __________

                                                         Three  Months  Ended          Six  Months  Ended
                                                      --------------------------  --------------------------
                                                               June  30,                   June  30,
                                                              ----------                   ---------
                                                          2004          2003          2004          2003
                                                      ------------  ------------  ------------  ------------
<S>                                                   <C>           <C>           <C>           <C>
Revenues                                              $    19,636   $    30,937   $    41,720   $    31,898
                                                      ------------  ------------  ------------  ------------
Operating expenses:
  Cost of sales and services                               48,290        29,052        94,910        29,052
  Selling, general and administrative, including
    stock-based consideration of $130,300 and
    $60,000 for the three months ended June
    30, 2004 and 2003, $130,300 and $69,782
    for the six months ended June 30, 2004 and
    2003.                                                 513,071       261,999       821,065       464,530
                                                      ------------  ------------  ------------  ------------
      Total operating expenses                            561,361       291,051       915,975       493,582
                                                      ------------  ------------  ------------  ------------
         Loss from operations                            (541,725)     (260,114)     (874,255)     (461,684)

Interest expense, including stock based consider-
  ation of $-0- and $11,800 for the three months ended
  June 30, 2004 and 2003, $-0- and $14,800 for the six
  months ended June 30, 2004 and 2003.                    (32,753)     (197,609)      (56,231)     (253,434)

Gain on settlement of payables                                  -        26,743             -        26,743
                                                      ------------  ------------  ------------  ------------
         Net loss, continuing operations                 (574,478)     (430,980)     (930,486)     (688,375)

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

         Net loss                                     $  (574,478)  $  (451,969)  $  (930,486)  $  (709,364)
                                                      ============  ============  ============  ============

Basic and diluted net loss per common share:
  Continuing operations                               $     (0.02)  $     (0.02)  $     (0.04)  $     (0.04)
  Discontinued operations                                       -             -             -             -
                                                      ------------  ------------  ------------  ------------

Basic and diluted net loss per share                  $     (0.02)  $     (0.02)  $     (0.04)  $     (0.04)
                                                      ============  ============  ============  ============

Weighted average shares used in computing basic
  and diluted net loss per share                       25,857,547    22,293,844    25,674,811    19,913,205
                                                      ============  ============  ============  ============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                              SHARP HOLDING CORPORATION AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                FOR THE SIX MONTHS ENDED JUNE 30, 2004
                                              __________

                                                                                           TOTAL
                                                          ADDITIONAL                   STOCKHOLDERS'
                                      COMMON STOCK         PAID-IN      ACCUMULATED       EQUITY
                                    SHARES      VALUE      CAPITAL        DEFICIT        (DEFICIT)
                                 ------------  --------  ------------  -------------  ---------------
<S>                              <C>           <C>       <C>           <C>            <C>
Balance December 31, 2003          25,488,448  $ 25,489  $  7,492,270  $(10,796,188)  $   (3,278,429)

Issuance of common stock
  for cash                            330,000       330        29,670             -           30,000

Issuance of common stock as
  compensation to  consultants        426,000       426       129,874             -          130,300

Net loss                                    -         -             -      (930,486)        (930,486)
                                 ------------  --------  ------------  -------------  ---------------

Balance at June 30, 2004           26,244,448  $ 26,245  $  7,651,814  $(11,726,674)  $   (4,048,615)
                                 ============  ========  ============  =============  ===============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        7
<PAGE>
<TABLE>
<CAPTION>
                             SHARP HOLDING CORPORATION AND SUBSIDIARIES
                          UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          for the six months ended June 30, 2004 and 2003
                                             __________


                                                                                2004        2003
                                                                             ----------  ----------
<S>                                                                          <C>         <C>
Cash flows from operating activities:
  Net loss                                                                   $(930,486)  $(709,364)
  Net loss from discontinued operation                                               -      20,989
                                                                             ----------  ----------
  Net loss from continuing operations                                         (930,486)   (688,375)
  Adjustments to reconcile net loss to net cash used in
   operating activities-
    Gain from settlement of payables                                                 -     (26,743)
    Reduction of note receivable in lieu of compensation                        17,000           -
    Stock-based consideration                                                  130,300      84,582
    Amortization of discount on convertible debt                                     -      45,300
    Accrual for financing costs                                                      -     125,000
    Depreciation and amortization                                               66,300      19,807
    Changes in operating assets and liabilities-
      Increase in accounts receivable                                                -     (24,763)
      Decrease in other current assets                                               -       6,977
      Decrease in other assets                                                       -       4,220
      Increase in accounts payable and accrued liabilities                     446,407     245,414
      Decrease in deferred revenue                                              (5,515)          -
                                                                             ----------  ----------

         Net cash used in operating activities                                (275,994)   (208,581)
                                                                             ----------  ----------

Cash flows from investing activities:
  Purchases of property, plant and equipment                                    (4,571)          -
                                                                             ----------  ----------

         Net cash used in investing activities                                  (4,571)          -
                                                                             ----------  ----------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                        30,000       5,125
  Proceeds from borrowings                                                     835,000     260,500
  Repayment of borrowings                                                      (56,053)    (23,133)
                                                                             ----------  ----------

         Net cash provided by financing activities                             808,947     242,492
                                                                             ----------  ----------

Net increase in cash and cash equivalents                                      528,382      33,911

Cash and cash equivalents at beginning of period                                 7,479      13,318
                                                                             ----------  ----------

Cash and cash equivalents at end of period                                   $ 535,861   $  47,229
                                                                             ==========  ==========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                     $   4,008   $       -

Supplemental disclosure of noncash investing and financing activities:
  Common stock and warrants issued for asset purchase                        $       -   $ 432,200
  Common stock issued for accounts payable                                   $       -   $ 198,236
  Common stock issued for prepaid financing costs                            $       -   $ 117,000
  Conversion of accrued liabilities for notes payable                        $ 470,000   $ 175,000
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        8
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED 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, 2003 included in the Company's
     2003  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 six-month period ended June 30, 2004, are
     not necessarily indicative of the results that may be expected for the year
     ending  December  31,  2004.

2.   Organization  and  Operations
     -----------------------------

     The  consolidated  financial  statements  of Sharp Holding Corporation (the
     "Company")  include  Sharp  Holding  Corporation  ("Sharp"),  a  Delaware
     corporation,  along  with  its  wholly owned subsidiaries Sharp Technology,
     Inc.  ("Sharp  Technology"),  a  Delaware  corporation;  Reserve  Energy
     Corporation  ("Reserve"),  a  Delaware corporation incorporated in February
     2004  (which  began  operations  in  May  2004);  and  SCAN USA Corporation
     ("SCAN"),  a  Delaware  corporation  incorporated  in September 2003 (which
     began  operations  in  June  2004),  (collectively,  the  "Company").

     Sharp provides capital resources, management and technical expertise to its
     subsidiary  companies.  Sharp  Technology  is  a  developer and marketer of
     internet-related  software  products  and  provides  innovative  marketing
     solutions  to  strategic  partners.  Reserve  plans  to  deploy proprietary
     filtering technology that can turn sub-quality natural gas from shut-in and
     abandoned wells into pipeline quality natural gas. SCAN is developing, with
     corporate  sponsors,  a national alert system that will enable local police
     departments  and  other authorities to send alerts to localized recipients.

     The  Company has reported recurring net losses of $574,478 and $451,969 for
     the  three-month periods ended June 30, 2004 and 2003, as well as losses of
     $930,486  and  $709,364  for  the six-month periods ended June 30, 2004 and
     2003,  respectively.  These  recurring  losses have produced an accumulated
     deficit  of  $11,726,674, and a working capital deficit of $4,301,232 as of
     June  30,  2004.  As  a  result  of  shortfalls in anticipated funding, the
     Company  is  delinquent on certain payroll tax deposits due the IRS as well
     as  certain  payments  due  under  notes payable agreements. The Company is
     currently pursuing a business strategy that includes potential acquisitions
     of  other  companies  and  marketing  to new customers. While pursuing this
     strategy,  the Company expects to experience cash flow deficits, which will
     necessitate  additional financing. However, there can be no assurances that
     future  debt  or equity funding will be available or have terms the Company
     finds  acceptable. These events raise 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, 2003, was qualified with respect
     to  that  risk.

3.   Notes Payable
     -------------

     Notes payable to related parties are included in related-party transactions
     Footnote  4.  Other notes payable outstanding at June 30, 2004 and December
     31,  2003  consist  of  the  following:

<TABLE>
<CAPTION>
                                                                    2004      2003
                                                                  --------  --------
<S>                                                               <C>       <C>

     Note payable to an individual, bearing interest of 10%
       per year, payable on demand, uncollateralized              $245,000  $245,000


                                        9
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
               NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                    __________

3.   NOTES  PAYABLE,  CONTINUED
     --------------------------

     Note payable to an individual                                465,000   465,000

     Note payable to a company, bearing interest of 12% per
      year, payable on December 31, 2003, uncollateralized         75,000    75,000

     Note payable to an individual, bearing interest of 12% per
      year, payable on September 17, 2004, uncollateralized       100,000         -

     Note payable to a company, bearing interest of 6% per
      year, payable on May 31, 2005, uncollateralized             370,000         -

     Notes payable to one company and two individuals, bearing
      interest of 8% per year, payable in May and June 2005,
      collateralized by 405,000 shares of the Company's common
      stock                                                       135,000         -

     Notes payable to two companies and one individual,
      non-interest bearing, due in monthly installments,
      with maturities in 2003 and 2004                            165,844   165,844
                                                               ----------  --------

                                                               $1,555,844  $950,844
                                                               ==========  ========
</TABLE>

     The Company is in default on $705,844 of the total notes payable balance as
     a  result  of  being  past  due  on  payments  as  of  June  30,  2004.

4.   Related-Party Transactions
     --------------------------

     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  June  30, 2004.

     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 June 30, 2004, the
     outstanding  balance  on  this  note  is  $60,000.

     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 June 30,
     2004,  the  entire  balance  of  both  notes  was  past  due.

     On March 20, 2003, the Company entered into a note payable agreement with a
     stockholder in the amount of $175,000 bearing interest at 10% per annum and
     payable  on  June  30, 2003. On May 12, 2003, the Company extinguished this
     note payable 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 June 30, 2004, the balance on this
     note  is  $50,847.


                                       10
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


4.   Related-Party Transactions, continued
     -------------------------------------

     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  June  30,  2004,  the  balance of this note was $90,259, and the
     Company  was  in default on the note due to non-payment of required monthly
     amounts  due  under  the  note.

     On  May  17, 2004, the Company entered into notes payable agreements with a
     director  of  a  subsidiary and two companies owned by such director in the
     amount of $700,000 bearing interest at 8% interest per annum and payable on
     May  15,  2005. Such notes are callable by the Company at any time after 90
     days  from issue. The notes are collateralized by 2.1 million shares of the
     Company's  common stock. The holder of the notes received 1,869,000 Reserve
     warrants  to  purchase  shares of the subsidiary's common stock at $.75 per
     share  with  a  term  of  three  years.  The Company allocates the proceeds
     received  from  debt with detachable warrants using the relative fair value
     of the individual elements at the time of issuance. The amount allocated to
     the  warrants as a debt discount was calculated at $0 due to the fair value
     of  the warrants being $0. At June 30, 2004, the balance of these notes was
     $700,000.

5.   Commitments and Contingencies
     -----------------------------

     At  June  30, 2004, 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 June
     30,  2004. 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  November  1999, the Company entered into a development and distribution
     partnership  agreement  with  Qwest Communications ("Qwest", then US West).
     Pursuant  to  the  provisions  of this agreement, the Company completed the
     development  of  a certain Internet software application which Qwest agreed
     to advertise and actively market for a period of three years to its current
     and  future  Internet  access customers. Qwest has not performed under this
     agreement.  The  Company  is pursuing its right to binding arbitration with
     Qwest  for  specific  performance under this agreement or to be compensated
     for  its  loss  of  revenue.

     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 the Company 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.

     In June 2004 the above legal matters between Sharp Technology and Qwest and
     Navi-Gates  were  scheduled  for  an  arbitration hearing to be held at the
     Houston,  Texas offices of the American Arbitration Association in February
     2005.

6.   Segment Reporting
     -----------------

     The Company's operating segments include two of the Company's subsidiaries,
     Reserve  and  Scan.  Each  of  these  subsidiaries  represents  a  discrete
     operating  segment  upon  which management evaluates and measures financial
     performance.  Therefore,  each of these operating subsidiaries represents a
     segment  of  the  Company.  A third segment encompasses the activity of the
     Company's Sharp Technology subsidiary and other technology related activity
     of  Sharp. Each of the Company's operating segments are engaged in business
     activities  in  the  United  States  and, as a result, all of the Company's
     revenues  are  generated  and  assets  are  held  in  this  country.

     The  segments'  accounting  policies are the same as those described in the
     summary  of  significant  accounting policies in the notes to the financial
     statements  for  the year ended December 31, 2003 included in the Company's
     2003  Annual  Report  on Form 10-KSB filed with the Securities and Exchange
     Commission.  Transactions between reportable segments are reported gross in
     segment  reporting  and  are  eliminated  in  consolidation.


     The  following represents selected segment information for the three months
     ended  June  30,  2004:

<TABLE>
<CAPTION>
                                     Other
                                   Technology    Reserve      Scan      Totals
                                  ------------  ----------  --------  ----------
<S>                               <C>           <C>         <C>       <C>

Revenues from external customers  $    19,636   $       -   $     -   $  19,636
Segment loss                          (29,358)   (400,482)   (9,525)   (439,365)
Segment assets                        247,938     509,355       475     757,768
</TABLE>


                                       11
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


6.   Segment Reporting, continued
     ----------------------------

     The  following represents selected segment information for the three months
     ended  June  30,  2003:

<TABLE>
<CAPTION>
                                     Other
                                   Technology   Reserve   Scan     Totals
                                  ------------  --------  -----  ----------
<S>                               <C>           <C>       <C>    <C>

Revenues from external customers  $    30,937   $      -  $   -  $  30,937
Segment loss                         (130,188)         -      -   (130,188)
Segment assets                        434,789          -      -    434,789
</TABLE>

     The  following represents reconciliations from segment totals to the totals
     reflected  in the unaudited consolidated financial statements for the three
     month  periods  ended  June  30,  2004  and  2003:

<TABLE>
<CAPTION>
                                                              2004        2003
                                                           ----------  ----------
<S>                                                        <C>         <C>
PROFIT OR LOSS
--------------
Total loss for reportable segments                         $(439,365)  $(130,188)
Corporate interest expense                                   (24,994)    (72,608)
Gain on settlement of corporate payables                           -      26,743
Loss from discontinued operations                                  -     (20,989)
Intercompany management fees                                  50,000           -
Unallocated corporate general and administrative expenses   (160,119)   (254,927)
                                                           ----------  ----------

           Loss before income taxes                        $(574,478)  $(451,969)
                                                           ==========  ==========

ASSETS
------
Total assets for reportable segments                       $ 757,768   $ 434,789
Assets held by corporate:
    Cash                                                      30,122      46,501
    Note receivable                                                -     165,000
    Deferred financing costs                                       -     102,800
    Other assets                                                 588      21,023
                                                           ----------  ----------

           Total consolidated assets                       $ 788,478   $ 770,113
                                                           ==========  ==========
</TABLE>

     The  following  represents  selected segment information for the six months
     ended  June  30,  2004:

<TABLE>
<CAPTION>
                                     OTHER
                                   TECHNOLOGY    RESERVE      SCAN      TOTALS
                                  ------------  ----------  --------  ----------
<S>                               <C>           <C>         <C>       <C>
Revenues from external customers  $    41,720   $       -   $     -   $  41,720
Segment loss                          (55,723)   (400,482)   (9,525)   (465,730)
</TABLE>

     The  following  represents  selected segment information for the six months
     ended  June  30,  2003:

<TABLE>
<CAPTION>
                                     OTHER
                                   TECHNOLOGY   RESERVE   SCAN     TOTALS
                                  ------------  --------  -----  ----------
<S>                               <C>           <C>       <C>    <C>
Revenues from external customers  $    31,898   $      -  $   -  $  31,898
Segment loss                         (136,179)         -      -   (136,179)
</TABLE>


                                       12
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


6.   SEGMENT  REPORTING,  CONTINUED
     ------------------------------

     The  following  represents  the  reconciliations from segment profit to the
     total  profit  reflected in the unaudited consolidated financial statements
     for  the  six  month  periods  ended  June  30,  2004  and  2003:

<TABLE>
<CAPTION>
                                                              2004        2003
                                                           ----------  ----------
<S>                                                        <C>         <C>
Total loss for reportable segments                         $(465,730)  $(136,179)
Corporate interest expense                                   (48,472)   (128,434)
Gain on settlement of corporate payables                           -      26,743
Loss from discontinued operations                                  -     (20,989)
Intercompany management fees                                  50,000           -
Unallocated corporate general and administrative expenses   (466,284)   (450,505)
                                                           ----------  ----------

   Loss before income taxes                                $(930,486)  $(709,364)
                                                           ==========  ==========
</TABLE>


                                       13
<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  14,  2004.

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 Form 10-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

Sharp  Holding  Corporation  ("Sharp"  or  the "Company") seeks opportunities to
develop  and  grow  early-stage  technology companies that have the potential to
significantly  increase  shareholder  value.  Sharp  has recently formed two new
wholly  owned  subsidiaries:  SCANUSA  Corporation  ("SCAN")  and Reserve Energy
Corporation  ("Reserve").

SCAN and the California Organization of Police and Sheriffs and the Coalition of
Police  and Sheriffs ("COPS") have entered into an agreement to broadcast safety
alerts  such  as  the  following:  Amber  Alerts,  Sexual  Predator  Alerts, and
Neighborhood  Crime  Alerts  to  the  computers,  cell  phones and PDA'S of U.S.
citizens  who  sign-up  for  the  program,  beginning  in California in 2004 and
expanding  nationwide  in  2005.

In  June  2004,  SCAN  entered  into  a  professional services contract with SBC
Communications  calling  for SBC to actively market the SCAN program to their 35
million  telephone  customers along with participating in a marketing and public
relations  press  tour  to  promote  the  program. SCAN is to receive an initial
set-up  fee  of  $300,000,  contingent upon the accomplishment of certain goals,
plus  fifteen  cents  per  SBC  customer  who  becomes  a  SCAN  customer in SBC
territories,  per year.  However, no licensing fees will be earned for the first
two  million  customers.  In  August, 2004, the Company received $150,000 of the
set-up  fee.  The  program  also  provides  SCAN  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.

Reserve  plans  to  deploy  a proprietary and patented filtering technology that
will  convert  non-pipeline  quality natural gas located in contaminated shut-in
wells,  into  saleable  pipeline quality gas. One out of every three natural gas
wells  contains contaminants that make the gas un-marketable. If a well produces
less  than  ten  million  cubic  feet  per  day  it  is generally considered too
expensive  to  purchase  standard filtering equipment. These low producing wells
are  capped and listed as "Shut-in wells". There are currently more than 200,000


                                       14
<PAGE>
shut-in  wells  in  the  U.S., containing an estimated 60 trillion cubic feet of
natural  gas  valued  at  over $240 billion. Reserve plans to capture a share of
that  market.  Reserve  has  received  a signed agreement for up to $1.1 million
dollars  in  bridge  loan  financing. As of June 30, 2004, $835,000 was received
under  the  bridge  loan.

Sharp  Technology Inc. ("Sharp Technology"), a wholly owned subsidiary of Sharp,
is  a  developer of software products that are utilized to provide marketing and
e-finance  solutions  for  Fortune  500  companies.  We  anticipate  that  large
corporations  will  use  our  technology and distribute our software products as
premium  components  in  their  strategic  marketing  and  e-finance  campaigns.

During  the  past  year we have completely restructured Sharp Technology. 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 nation's
largest banks to deliver an exclusive, patented optical media CD or DVD ("OMCD")
which  can  be  personalized, containing embedded time-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 February 28, 2003,
we  acquired  a patented technology called Hyper CD.  Effective May 29, 2003, we
sold  this  technology  to  a  third  party  for cash and an exclusive five-year
technology  license  allowing us to make and sell Hyper CD products and services
in  the  co-branded  credit  card  and  e-finance  business  for  5  years. This
transaction allowed us to retain exclusivity while providing us working capital.
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 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.

RESULTS  OF  OPERATIONS  FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2004
AND  2003

During  the  three  and  six-month  periods  ended  June  30, 2004, we had total
revenues  of  $20,000  and  $42,000, respectively, compared to total revenues of
$31,000  and  $32,000  for  the  same  respective  periods  ended June 30, 2003.
Revenues  during  2003  and  2004  related  primarily  to HyperCD Technology and
fluctuations  in  such  revenues  are  due  entirely  to  variations in customer
requirements.

Costs  of  sales totaled $48,000 and $95,000 for the three and six-month periods
ended  June 30, 2004, respectively, compared to $29,000 and $29,000 for the same
respective  periods  ended June 30, 2003.  The increase in cost of sales in 2004
over  2003 is due to HyperCD license fees and direct production cost of products
using  the  technology.

Selling,  general  and administrative expenses totaled $513,000 and $821,000 for
the  three  and six-month periods ended June 30, 2004, respectively, compared to
$262,000  and $465,000 for the same respective periods ended June 30, 2003.  The
$251,000  and  $356,000  increases  in these expenditures between the respective
three  and  six-month  periods  ended  June  30, 2004 and 2003 can be attributed


                                       15
<PAGE>
to  higher levels of consulting expense, travel and professional fees associated
with the start-up of two new subsidiary companies during the first six months of
2004.

Interest expense totaled $33,000 and $56,000 for the three and six-month periods
ended  June  30,  2004,  respectively, compared to $198,000 and $253,000 for the
same  respective  periods  ended  June  30,  2003.  The  $165,000  and  $197,000
decreases between the respective three and six month periods ended June 30, 2004
and 2003 can be attributed to the unusually high financing costs associated with
debt obtained during 2003 as well as settlement charges incurred in 2003 for not
paying  a  note  payable  when  due.

LIQUIDITY AND CAPITAL RESOURCES

Through June 30, 2004 we have an accumulated deficit of $11.7 million. We have a
working  capital deficit of $4.3 million at June 30, 2004. Operating losses have
continued  during 2004. As a result of shortfalls in anticipated funding, we are
delinquent  on  certain  payroll  tax  deposits  due  the IRS as well as certain
payments  due  under  notes  payable  agreements.  We  are  currently pursuing a
business  strategy  that  includes  potential  acquisitions  and  marketing  to
potential  new  customers. While pursuing this strategy, we expect to experience
cash  flow deficits, which will necessitate additional financing. However, there
can  be  no  assurances  that future debt or equity funding will be available or
have  terms we 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, 2003, was qualified with respect to
that  risk.

At June 30, 2004 we have no material outstanding purchase commitments and during
fiscal  years  2004 and 2003 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.

NEW ACCOUNTING PRONOUNCEMENTS
-----------------------------

Please  refer  to  the Annual Report Form 10-KSB for the year ended December 31,
2003  for  disclosures  regarding  the  Company's  treatment  of  new accounting
pronouncements.

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.

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.


                                       16
<PAGE>
OFF  BALANCE SHEET ARRANGEMENTS
-------------------------------

None


ITEM 3. CONTROLS AND PROCEDURES

As  of  June  30,  2004,  the  Company  carried  out  an  evaluation,  under the
supervision  and  with  the participation of the Company's management, including
the  Company's  Chief  Executive Officer and Principal Financial Officer, of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures  (as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e)).
Based  upon that evaluation, the Company's Chief Executive Officer and Principal
Financial  Officer  concluded  that  the  Company's  disclosure  controls  and
procedures  are  effective  at  a  reasonable  level  in timely alerting them to
material  information relating to the Company that is required to be included in
the  Company's  periodic  filings  with  the Securities and Exchange Commission.
There  has  been  no  change  in  the  Company's internal control over financial
reporting that occurred during the Company's most recent fiscal quarter that has
materially  affected or is reasonably likely to materially affect, the Company's
internal  control  over  financial  reporting.

The  Company's  management,  including the Chief Executive Officer and Principal
Financial  Officer,  do  not  expect  that  the Company's disclosure controls or
internal  controls  will  prevent all error and all fraud.  A control system, no
matter  how  well  conceived  and  operated,  can  provide  only reasonable, not
absolute,  assurance  that  the  objectives of the control system are met due to
numerous  factors,  ranging  from  errors to conscious acts of an individual, or
individuals  acting  together.  In addition, the design of a control system must
reflect  the  fact  that  there  are  resource  constraints, and the benefits of
controls  must  be  considered  relative to their costs. Because of the inherent
limitations  in  a  cost-effective  control  system,  misstatements due to error
and/or  fraud  may  occur  and  not  be  detected.


                                       17
<PAGE>
                                     PART II

ITEM  1.    LEGAL PROCEEDINGS

In  November  1999, Sharp Technology entered into a development and distribution
partnership agreement with Qwest Communications (then US West).  Pursuant to the
provisions of this agreement, we completed the development of a certain Internet
software  application  which Qwest agreed to advertise and actively market for a
period  of  three  years  to  its  current and future Internet access customers.
Qwest  has not performed under this agreement.  Sharp Technology is pursuing our
right  to  binding  arbitration  with  Qwest for specific performance under this
agreement  or  to  be  compensated  for  our  loss  of  revenue.

In  connection with that same development and distribution partnership agreement
with  Qwest,  Sharp  Technology 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.

In  June  2004  the  above  legal matters between Sharp Technology and Qwest and
Navi-Gates  were scheduled for an arbitration hearing to be held at the Houston,
Texas offices of the American Arbitration Association in February 2005.

ITEM  2.    CHANGES  IN SECURITIES AND SMALL BUSINESS ISSUER PURCHASES OF EQUITY
SECURITIES

RECENT SALE OF UNREGISTERED SECURITIES

During  the  quarter  ended June 30, 2004, 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.
(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  June  2004,  we issued 276,000 shares of common stock (valued at $85,300) as
payment-in-kind to one individual for consulting services reduced by $17,000 due
the Company by the individual.  This transaction was made in reliance on Section
4(2)  of  the  Act.

In  June  2004,  we issued 150,000 shares of common stock (valued at $45,000) as
payment-in-kind to a company for consulting services.  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

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

31.2     Certification of Principal Financial Officer Pursuant to Section 302 of
         theSarbanes-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 Principal Financial Officer Pursuant to Section 906 of
         the Sarbanes-Oxley  Act  of  2002


(b)      REPORTS ON FORM 8-K

None


                                       18
<PAGE>
                                   SIGNATURES


In  accordance  with  the  requirements  of the Exchange Act, the Registrant has
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Sharp  Holding  Corporation


By:  /s/  George Sharp                                    August 20, 2004
------------------------------------------------
George Sharp, Director, Chief Executive Officer,
Principal Financial Officer and President



                                       19
<PAGE>