SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2001

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

                         Commission file number 0-28829

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

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

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

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


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

Check  whether  the  issuer:  (1) filed all reports to be filed by section 13 or
15(d)  of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to  filing  such  filing  requirements for the past 90 days.   Yes [X]  No  [ ]

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As of November 12, 2001, there were 10,061,448 shares of common stock, $.001 par
value,  outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


PART  I

Item  1.  Financial  Statements

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


PART  II

Item  2.  Changes  in  Securities

Item  6.  Exhibits  and  Reports  on  Form  8-K



                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS

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

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

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

          Notes  to  Consolidated  Financial  Statements


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

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


                                                                              2001          2000
                                                                          ------------  ------------
                                                                          (unaudited)
                                     ASSETS
                                     ------
<S>                                                                       <C>           <C>
CURRENT ASSETS:
  Cash and cash equivalents                                               $     4,242   $    55,586
  Accounts receivable                                                         753,674       721,465
  Other                                                                             -             -
                                                                          ------------  ------------

          Total current assets                                                757,916       777,051

PROPERTY AND EQUIPMENT, net                                                    83,500       117,849

SOFTWARE DEVELOPMENT COSTS AND OTHER, net                                      17,183       266,611
                                                                          ------------  ------------
          Total assets                                                    $   858,599   $ 1,161,511
                                                                          ============  ============

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

CURRENT LIABILITIES:
  Accounts payable                                                        $   995,810   $   724,840
  Accrued liabilities                                                         603,182       254,167
  Software obligations payable                                                      -       100,000
  Notes payable to related parties                                            352,565       100,000
  Notes payable                                                               590,000       833,750
  Current portion of deferred revenue                                         548,693       364,025
                                                                          ------------  ------------
          Total current liabilities                                         3,090,250     2,376,782

DEFERRED REVENUE, net of current portion                                            -       242,683

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
  Preferred stock, $.001 par value, 20,000,000 shares authorized,
    no shares issued and outstanding.                                               -             -
  Common stock, $.001 par value, 80,000,000 shares authorized, 10,036,448
    shares and 9,235,823 shares issued and outstanding,
    respectively                                                               10,037         9,236
  Additional paid-in capital                                                5,661,532     5,079,177
  Accumulated deficit                                                      (7,903,220)   (6,546,367)
                                                                          ------------  ------------

          Total stockholders' equity (deficit)                             (2,231,651)   (1,457,954)
                                                                          ------------  ------------

          Total liabilities and stockholders' equity (deficit)            $   858,599   $ 1,161,511
                                                                          ============  ============
</TABLE>


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


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

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

                                   (unaudited)


                                                                    Three  Months  Ended         Nine  Months  Ended
                                                                   -----------------------  -----------------------------
                                                                       September  30,              September  30,
                                                                   -----------------------  -----------------------------
                                                                      2001        2000          2001          2000
                                                                   ----------  -----------  ------------  ---------------
<S>                                                                <C>         <C>          <C>           <C>
REVENUES:
  Subscriptions                                                    $  195,000  $  353,550   $   285,000   $    1,060,650
  Licenses                                                             91,045      30,335       273,055           30,335
  Services and other                                                  682,312      76,690       744,580          201,690
                                                                   ----------  -----------  ------------  ---------------

               Total revenues                                         968,357     460,575     1,302,635        1,292,675

OPERATING EXPENSES:
  Cost of sales and services                                           40,432     176,131       351,605          507,160
  Selling, general and administrative, including
    stock-based consideration of $115,300 and
    $64,252 for the 3 months ended September
    30, 2001 and 2000, $487,656 and $2,457,752
    for the 9 months ended September 30, 2001 and
    2000.                                                             354,259     802,590     2,227,249        4,471,800
                                                                   ----------  -----------  ------------  ---------------
               Total operating expenses                               394,691     978,721     2,578,854        4,978,960
                                                                   ----------  -----------  ------------  ---------------
          Income / (loss) from operations                             573,666    (518,146)   (1,276,219)      (3,686,285)

INTEREST EXPENSE, including stock-based
  consideration of $173,282 for the 3
  months ended September 30, 2000 and $283,146
  for the 9 months ended September 30, 2000.                           23,021     205,567        73,554          389,855

OTHER EXPENSE                                                           9,524      21,527        54,397           61,987
                                                                   ----------  -----------  ------------  ---------------

          Net income/(loss), before extraordinary item                541,121    (745,240)   (1,404,170)     (4,138,127).

EXTRAORDINARY ITEM, gain on settlement of
  payables.                                                             2,217           -        47,317                -


               Net income (loss)                                   $  543,338  $ (745,240)  $(1,356,853)  $   (4,138,127)
                                                                   ==========  ===========  ============  ===============

NET INCOME (LOSS), BEFORE EXTRAORDINARY
  GAIN - Per Share                                                 $     0.05  $    (0.12)  $     (0.15)  $        (0.69)

EXTRAORDINARY GAIN - Per Share                                            .00           -           .01                -
                                                                   ----------  -----------  ------------  ---------------
BASIC AND DILUTED NET INCOME (LOSS) - Per
  Share                                                            $     0.05  $    (0.12)  $     (0.14)  $        (0.69)
                                                                   ==========  ===========  ============  ===============
WEIGHTED AVERAGE SHARES USED IN
  COMPUTING BASIC AND DILUTED NET
  LOSS PER SHARE                                                    9,976,285   6,075,890     9,512,219        5,974,315
                                                                   ==========  ===========  ============  ===============
</TABLE>

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


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


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

              FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2001 AND 2000
              -----------------------------------------------------


                                                                                 2001          2000
                                                                             ------------  ------------
<S>                                                                          <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                   $(1,356,853)  $(4,138,127)
  Adjustments to reconcile net loss to net cash used in
   operating activities-
     Extraordinary gain                                                          (47,317)            -
     Stock-based consideration                                                   487,656     2,740,898
     Depreciation                                                                 35,499        29,720
     Changes in operating assets and liabilities-
       (Increase) in accounts receivable                                         (32,209)     (558,910)
       (Increase) in other current assets                                              -       (27,265)
       Decrease (increase) in other assets                                       249,429      (159,973)
       Increase in accounts payable and accrued liabilities                      687,801       406,673
       (Decrease) in software obligations payable                                (25,000)     (134,641)
       (Decrease) increase in deferred revenue                                   (58,015)    1,051,263
                                                                             ------------  ------------

               Net cash used in operating activities                             (59,009)     (790,362)
                                                                             ------------  ------------
CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                                             (1,150)      (50,039)
                                                                             ------------  ------------
               Net cash used in investing activities                              (1,150)      (50,039)
                                                                             ------------  ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from issuance of common stock                                                 -       848,000
Proceeds from borrowings                                                         595,355     2,917,278
Repayment of borrowings                                                         (586,540)   (2,644,597)
                                                                             ------------  ------------
               Net cash provided by financing activities                           8,815     1,120,681
                                                                             ------------  ------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS                             (51,344)      280,280

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                  55,586        25,716
                                                                             ------------  ------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                   $     4,242   $   305,996
                                                                             ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                     $    35,778   $    75,902

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
  FINANCING ACTIVITIES:
    Purchase of assets with common stock                                               -       274,299
    Payables converted to common stock and paid-in capital                        95,500       342,000
</TABLE>

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


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


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

                               SEPTEMBER 30, 2001
                               ------------------



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

The accompanying unaudited financial statements have been prepared in accordance
with  generally accepted accounting principles for interim financial information
and  with the instructions to Form 10-QSB of Regulation S-B. They do not include
all  information  and  footnotes  required  by  generally  accepted  accounting
principles  for  complete  financial  statements.  However,  except as disclosed
herein,  there  has  been no material change in the information disclosed in the
notes  to the financial statements for the year ended December 31, 2000 included
in the Company's 2000 Annual Report on Form 10-KSB filed with the Securities and
Exchange  Commission.  The interim unaudited financial statements should be read
in  conjunction with those financial statements included in the Form 10-KSB.  In
the  opinion  of  Management,  all  adjustments  considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results for the three and nine month periods ended September 30, 2001
are  not necessarily indicative of the results that may be expected for the year
ending  December  31,  2001.


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

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

During  the three month period ended September 30, 2001, we generated net income
of $543,000. As a result, our accumulated deficit through September 30, 2001 was
reduced to $7.9 million from $8.5 million through June 30, 2001. Of that amount,
$3.3  million  resulted  from stock-based compensation and consideration granted
through  that  date related to the fair market value of stock and stock warrants
issued  in  connection  with employee compensation, certain software development
contracts,  financial  services  consulting  agreements  and warrants granted to
certain  debt  holders.  We  have  a  working capital deficit of $2.3 million at
September 30, 2001, and year-to-date operating losses have continued through the
date  of  this report. As a result of shortfalls in anticipated funding, we have
made  certain  payroll  tax deposits with the Internal Revenue Service after the
due  date and are delinquent on such payments at September 30, 2001. We are also
subject  to  interest  and  penalties  in  connection  with  our  delinquent tax
payments.  On March 29, 2001 (see Note 6), we secured a guarantee from our chief
executive  officer  for  the  payment  of  all  delinquent payroll taxes and any
related  penalties  and interest. We have paid all payroll taxes incurred during
the period from March 31, 2001 to the date of this report. As a result of strong
third  quarter  revenues,  we  intend  to  substantially reduce our past due tax
liabilities  before  December  31,  2001.  We  are currently pursuing a business
strategy  that includes building a reserve for the payment of delinquent payroll


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


3.   TECHNOLOGY  AND  INTERNET  APPLICATION  AGREEMENTS:
     ---------------------------------------------------

Beginning  January  1,  2001,  we  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. We are required to provide
telephone  support  for  the term of the agreement. Accordingly, the $300,000 is
being  recognized  ratably  over  the  twenty-month  term  of  the  agreement.

On  September  20,  2001  we  entered  into  a  software purchase agreement with
Neoworx,  Inc.  Under  the  terms of the agreement, we sold Neoworx intellectual
property rights in the "HackTracer" software code. In exchange for those rights,
we will receive $650,000 and a license to sell HackTracer for 120 days following
the  purchase  transaction. This agreement does not limit our ability to develop
or  market  competing  software  products. Accordingly, we intend to develop and
release an advanced software firewall during the first half of Fiscal Year 2002.


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

On  March 1, 2001, we 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, we 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 September 30, 2001, the entire balance of all three
notes  was  outstanding.

During  March  2001,  we  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 September 30, 2001 we have received no funding under
this  guarantee.

During  March  2001,  we  borrowed  a  total  of  $55,000  under the terms of an
unsecured  credit  line agreement with Commercial Capital Trading Corporation, a
company  owned  by  our  chief  executive  officer. During the period from April
through  June 2001, we borrowed an additional $124,685 against that line. During
the  period  from July through September 2001, we reduced the amount due on this
line  by  a net amount of $27,120. The total amount due of $152,565 at September
30,  2001  bears  interest  at 10% per annum and is payable, in full, on demand.


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

On  April  19,  2001,  pursuant  to  an  affirmative  vote  of its shareholders,
Celebrity Entertainment Group Inc., entered into an Agreement and Plan of Merger
(the  Agreement)  with  and  into  its  wholly-owned  Delaware subsidiary, Sharp
Holding  Corporation.  At  the  close of the transaction, our new certificate of
incorporation  provides  for 80,000,000 shares of common stock authorized, $.001
par  value,  10,061,448  of  which  are  currently  issued  and outstanding; and
20,000,000  shares of preferred stock authorized, $.001 par value, none of which
are  currently  issued  or  outstanding.


<PAGE>
6.   COMMITMENTS  AND  CONTINGENCIES:
     --------------------------------

At  September  30, 2001, we were delinquent on approximately $310,000 in payroll
tax.  We  are  also  subject  to  interest  and penalties for making payroll tax
deposits  with  the Internal Revenue Service after the due date. We have accrued
estimated  interest  and  penalties  through  September  30,  2001.  Management
believes  additional  interest  and  penalties,  if  any are levied, will not be
material to the Company's financial position or results of operations.  In March
2001,  we  obtained  a  guarantee from our CEO for the payment of all delinquent
payroll  taxes  and any related penalties and interest. We have paid all payroll
taxes incurred during the period from March 31, 2001 to the date of this report.

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


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

During  June  and  July  2001,  we  generated extraordinary gains of $45,100 and
$2,217,  respectively,  on  the  settlement  of  a  payables using shares of our
restricted  common  stock



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

The  following  discussion  should  be  read in conjunction with our audited and
unaudited  consolidated  financial statements and related notes thereto included
in  this  Form  10-QSB  and  our  10-KSB  filed with the Securities and Exchange
Commission  on  April  2,  2001.

FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

Sharp  Holding  Corporation,  a  Delaware  corporation,  formerly  Celebrity
Entertainment  Group,  Inc.  ("Celebrity")  together  with  its  wholly-owned
subsidiary,  Sharp  Technology,  Inc.,  a Delaware corporation (the "Company" or
"we")  is  including  the  following cautionary statement in this Form 10-QSB to
make  applicable  and take advantage of the safe harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by, or on behalf of, the Company.  Forward-looking statements include statements
concerning  plans,  objectives,  goals, strategies, future events or performance
and underlying assumptions and other statements, which are other than statements
of  historical facts.  Certain statements in this Form10-QSB are forward-looking
statements.  Words  such  as  'intends",  "believes",  "expects", "anticipates",
"estimates"  and  similar  expressions  are intended to identify forward-looking
statements.  Such  statements  are subject to risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  projected.  Our
expectations,  beliefs  and  projections  are  expressed  in  good faith and are
believed  to have a reasonable basis, including without limitation, management's
examination  of  historical  operating trends, data contained in our records and
other  data  available  from  third  parties, but there can be no assurance that
management's expectation, beliefs or projections will result, be achieved, or be
accomplished.

OPERATIONS

We  specialize  in  developing  Internet  security,  e-commerce,  and  content
management software products. Those products include; security software designed
to  prevent  "hackers'  from gaining access to personal computers while they are
connected  to  the  Internet,  e-commerce  software designed to provide a direct
connection  between  personal  computer  desktops  and Internet sites for "brand
name" retailers, and software filters to provide customizable protection against
objectionable  Internet  content. Our product distribution and business strategy
focuses  on  establishing  collaborative  relationships  with large corporations
("Redistribution Partners") that have large, existing customer bases. We provide


<PAGE>
these  businesses  with  products and services to help them retain customers and
strengthen  their  Internet  brand  presence.  Our goal is to generate recurring
revenues  from  an  expanding user base in a manner that maximizes the Company's
customer  relationships  and  provides  value  to  our  shareholders.

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

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


RESULTS  OF  OPERATIONS FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30,
2001  AND  2000

During  the  three and nine month periods ended September 30, 2001, we had total
revenues of $968,000 and $1,303,000, respectively, compared to total revenues of
$461,000 and $1,293,000 for the same respective periods ended June 30, 2000. The
increase  in  revenue  of  $507,000 between the three month periods results from
revenue  recognized  from  a  sale  of  software  code. On September 20, 2001 we
entered into a software purchase agreement with Neoworx, Inc. Under the terms of
the  agreement, we sold Neoworx intellectual property rights in the "HackTracer"
software  code.  In  exchange  for  those rights, we will receive $650,000 and a
license to sell HackTracer for 120 days following the purchase transaction. This
agreement  does  not  limit  our ability to develop or market competing software
products.  Accordingly,  we  intend  to develop and release an advanced software
firewall  during  the  first  half  of  Fiscal Year 2002. Deferred revenue as of
September  30,  2001,  related  to  our  contracts  with Qwest totaled $549,000.

Our costs of sales and services relate to development, fulfillment and technical
support.  These  costs totaled $40,000 and $352,000 for the three and nine month
periods ended September 30, 2001 respectively, compared to $176,000 and $507,000
for  the  same respective periods ended September 30, 2000. The decrease in cost
of  sales  and services of $136,000 between the three month periods and $155,000
between  the  nine  month  periods,  relates  primarily  to  a  decrease  in the
amortization  of  capitalized  development costs incurred in connection with our
internet  content  filtering  product  "It's  Your  Net"  and our first software
collection  ("The  Collection")  prepared  for  redistribution  by  Qwest. These
decreases  were  in  large part offset by increased costs incurred in connection
with  development  and amortization of expenses related to our Internet security
program,  "Hack  Tracer."

Our selling, general and administrative expenses totaled $354,000 and $2,227,000
for  the  three  and  nine month periods ended September 30, 2001, respectively,
compared  to  $803,000  and  $4,472,000  for  the  same respective periods ended
September 30, 2000. In largest part, the $449,000 decrease in these expenditures
between the three month periods can be attributed to cost cutting programs which
took  effect  during  the  three  month  period  ending September 30, 2001. Such
programs  resulted  in  an  overall  decrease  in  salaries,  wages,  travel,
entertainment,  rents  and  professional  fees.

In  largest  part,  the  $2.2  million  decrease  in  selling,  general  and
administrative  expenditures  between the nine month periods ended September 30,
2001  and  2000  can  be  attributed  to  nearly  $2.1  million  in  stock-based
compensation  granted  during  the first three months of 2000 in connection with
certain  software  development  contracts  and  financial consulting agreements.
During  the  first  three  months  of  2001,  only  $59,000  of such expense was
incurred.

Our  interest  expense  totaled $23,000 and $74,000 for the three and nine month
periods ended September 30, 2001, respectively compared to $206,000 and $390,000
for  the  same  respective  periods  ended  September  30, 2000. The decrease in
interest  expense  of  $183,000  between  the  three  month periods and $316,000
between  the  nine  month  periods  relates  entirely  to our use of stock-based
incentives  in  connection  with  certain debt instruments during the second and
third quarters of fiscal year 2000. Such incentives have not been generally used
during  2001.


<PAGE>
During  June  2001,  we  generated  an  extraordinary  gain  of  $45,100  on the
settlement  of  a  payable  with  NetSnitch  LLC  in  connection with a software
purchase  agreement.  During  July  2001  we  generated an extraordinary gain of
$2,217  on  the  settlement  of  a  payable  with  Futures  Travel.


LIQUIDITY  AND  CAPITAL  RESOURCES

During  the three month period ended September 30, 2001, we generated net income
of $543,000. As a result, our accumulated deficit through September 30, 2001 was
reduced to $7.9 million from $8.5 million through June 30, 2001. Of that amount,
$3.3  million  resulted  from stock-based compensation and consideration granted
through  that  date related to the fair market value of stock and stock warrants
issued  in  connection  with employee compensation, certain software development
contracts,  financial  services  consulting  agreements  and warrants granted to
certain  debt  holders.  We  have  a  working capital deficit of $2.3 million at
September 30, 2001, and year-to-date operating losses have continued through the
date  of  this report. As a result of shortfalls in anticipated funding, we have
made  certain  payroll  tax deposits with the Internal Revenue Service after the
due  date and are delinquent on such payments at September 30, 2001. We are also
subject  to  interest  and  penalties  in  connection  with  our  delinquent tax
payments.  On March 29, 2001 (see Note 6), we secured a guarantee from our chief
executive  officer  for  the  payment  of  all  delinquent payroll taxes and any
related  penalties  and interest. We have paid all payroll taxes incurred during
the period from March 31, 2001 to the date of this report. As a result of strong
third  quarter  revenues,  we  intend  to  substantially reduce our past due tax
liabilities  before  December  31,  2001.  We  are currently pursuing a business
strategy  that includes building a reserve for the payment of delinquent payroll
taxes,  increasing  the  Company's  sales  and  marketing efforts and decreasing
operating  expenses.  While pursuing this strategy, we expect to experience cash
flow  deficits,  which  will  necessitate additional financing. We are confident
that  alternative  forms  of financing and liquidity will be available; however,
there  can be no assurances that future debt or equity funding will be available
or  have  terms acceptable to us. These events raise substantial doubt as to our
ability  to  continue  as  a going concern. The report of our independent public
accountants which accompanied our consolidated financial statements for the year
ended  December  31,  2000  was  qualified  with  respect  to  that  risk.

We  have  financed  our  operations  from  inception  primarily  through private
financing  transactions  and  payments  related  to  agreements  with  Qwest
Communication  Services,  Inc. Our future success is dependent upon many factors
including,  but  not  limited  to; our ability to continue to develop and market
products  and  services,  our  ability  to  maintain  current  Redistribution
Partnerships  and  enter  into  new Redistribution Partnerships, satisfaction of
delinquent  payroll  taxes  and  any  associated interest and penalties, and the
obtaining  of  the funds necessary to complete these activities.  As a result of
the  aforementioned  factors  and  the  related  uncertainties,  there can be no
assurance  of  our  future  success.

At  September 30, 2001, we have no material outstanding purchase commitments and
during  the  three  and  nine  month periods ending September 30, 2001 and 2000,
there  are  no significant elements of income or loss that do not arise from our
continuing  operations.  Further,  with the exception of the potential impact of
the  Christmas  buying season on the results of our e-commerce efforts, which is
not  currently  estimable,  management  does  not expect material changes in its
results  of  operations  from period to period based upon the seasonality of its
business.



                                     PART II


ITEM  2.  CHANGES  IN  SECURITIES

On  July  10,  2001,  we  granted  15,000 shares of unregistered common stock to
Futures  Travel  in  settlement  of  certain outstanding accounts payable. These
shares  were  issued  pursuant  to  an  exemption  from  registration  with  the


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Securities  and  Exchange Commission under Regulation D of the Securities Act of
1933  as  amended  (the  "Act")  as  provided  in  Section  4(2) of the Act. The
certificate  issued  for the unregistered shares contained a legend stating that
the  shares  had not been registered under the Act and set forth restrictions on
the  transferability and the sale of the shares. No underwriter participated in,
nor did we pay any commissions or fees to any underwriter in connection with the
sale  of  these  shares.  The  sale  of  these  shares  did not involve a public
offering. As a result of this transaction we recognized an extraordinary gain in
the  amount  of $2,217 in our results of operations for the three and nine month
periods  ended  September  30,  2001.



ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

Exhibit  No.        Identification  of  Exhibit


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

10.2                Software  Purchase  and License-Back Agreement between Sharp
                    Technology,  Inc and Neoworx, Inc. dated September 20, 2001.



(b)  REPORTS  ON  FORM  8-K

On  August  1,  2001,  we  filed a report on Form 8-K in connection with Item 4,
Changes  in  Registrant's  Certifying Accountant, relating to our appointment of
Ham, Langston & Brezina, LLP as independent public accountants for Sharp Holding
Corporation,  which  occurred  July  26,  2001.


SIGNATURES

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

Sharp  Holding  Corporation


By: /s/ George Sharp                                         November  14,  2001
----------------------------------------------------
George Sharp, Director, Chief Executive Officer, and
President


By: /s/ Robert Wesolek                                       November  14,  2001
-----------------------------------------------------
Robert Wesolek, Chief Financial Officer and Treasurer



<PAGE>
(c)  EXHIBITS

Exhibit  No.        Identification  of  Exhibit

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

10.2                Software  Purchase  and License-Back Agreement between Sharp
                    Technology,  Inc and Neoworx, Inc. dated September 20, 2001.



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