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, 2002

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

                         Commission file number 0-28829

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

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

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

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


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



                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  August  13, 2002 there were 10,216,448 shares of common stock, $.001 par
value,  outstanding.

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



<PAGE>
                                TABLE OF CONTENTS


PART I

Item 1.    Financial Statements

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


PART II

Item 1.    Legal Proceedings

Item 6.    Exhibits and Reports on Form 8-K




                                     PART I

ITEM  1.   FINANCIAL  STATEMENTS

     Consolidated Balance Sheets as of
     June 30, 2002 (unaudited) and December 31, 2001

     Consolidated Statements of Operations for the
     three and six-month periods ended June 30, 2002 and 2001 (unaudited)

     Consolidated Statements of Cash Flows for the
     six-month periods ended June 30, 2002 and 2001 (unaudited)

     Notes to Consolidated Financial Statements


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

             CONSOLIDATED BALANCE SHEETS--JUNE 30, 2002 AND DECEMBER 31, 2001
             ----------------------------------------------------------------

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

                                     ASSETS
                                     ------

Current assets:
  Cash and cash equivalents                                    $     9,949   $    27,295
  Accounts receivable                                                1,379         2,012
  Other                                                             30,630             -
                                                               ------------  ------------

           Total current assets                                     41,958        29,307

Property and equipment, net                                         51,861        71,818

Software development costs and other, net                              550         1,450
                                                               ------------  ------------

           Total assets                                        $    94,369   $   102,575
                                                               ============  ============

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

Current liabilities:
  Accounts payable                                             $   966,874   $   879,866
  Accrued liabilities                                              900,886       567,623
  Notes payable to related parties                                 531,288       328,065
  Notes payable                                                    200,000       290,000
  Current portion of deferred revenue                               90,172       360,688
                                                               ------------  ------------

           Total current liabilities                             2,689,220     2,426,242

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 80,000,000 shares authorized
    10,216,448 shares issued and outstanding, at both dates.        10,217        10,217
  Additional paid-in capital                                     5,957,352     5,957,202
  Accumulated deficit                                           (8,562,420)   (8,291,086)
                                                               ------------  ------------

           Total stockholders' deficit                          (2,594,851)   (2,323,667)
                                                               ------------  ------------

           Total liabilities and stockholders' deficit         $    94,369   $   102,575
                                                               ============  ============
<FN>
 The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


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

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

                                             (unaudited)


                                                    Three Months Ended          Six Months Ended
                                                -------------------------  --------------------------
                                                          June 30,                  June 30,
                                                          --------                  --------
                                                    2002         2001          2002          2001
                                                ------------  -----------  ------------  ------------
<S>                                             <C>           <C>          <C>           <C>
Revenues:
  Subscriptions                                 $    44,250   $   45,000   $    88,500   $    90,000
  Licenses                                           91,008       91,005       182,016       182,010
  Services and other                                  1,899       28,795        11,392        62,268
                                                ------------  -----------  ------------  ------------

           Total revenues                           137,157      164,800       281,908       334,278

Operating expenses:
   Cost of sales and services                           200      107,942           706       311,173

Selling, general and administrative, including
   stock-based consideration of $150 and
   $313,500 for the 3 months ended June 30,
   2002 and 2001, $150 and $372,356 for the 6
   months ended June 30, 2002 and 2001.             332,151      791,012       505,684     1,872,990
                                                ------------  -----------  ------------  ------------

           Total operating expenses                 332,351      898,954       506,390     2,184,163
                                                ------------  -----------  ------------  ------------

           Loss from operations                    (195,194)    (734,154)     (224,482)   (1,849,885)

Interest expense                                     16,461       21,560        33,525        50,533

Other expense                                         8,049       23,415        13,327        44,873
                                                ------------  -----------  ------------  ------------

           Net loss, before extraordinary item     (219,704)    (779,129)     (271,334)   (1,945,291)

Extraordinary item, gain on settlement of
   payables.                                              -       45,100             -        45,100


           Net loss                             $  (219,704)  $ (734,029)  $  (271,334)  $(1,900,191)
                                                ============  ===========  ============  ============

Loss, before extraordinary gain per share       $     (0.02)  $    (0.09)  $     (0.03)  $     (0.21)

Extraordinary gain per share                              -          .01             -           .01
                                                ------------  -----------  ------------  ------------

Basic and diluted net loss per share            $     (0.02)  $    (0.08)  $     (0.03)  $     (0.20)
                                                ============  ===========  ============  ============

Weighted average shares used in
   computing basic and diluted net
   loss per share                                10,216,448    9,426,702    10,216,448     9,331,790
                                                ============  ===========  ============  ============
<FN>
      The accompanying notes are an integral part of these consolidated financial statements.
</TABLE>


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

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

                    FOR THE SIX MONTHS ENDED JUNE 30, 2002 AND 2001
                    -----------------------------------------------

                                                                 2002         2001
                                                              ----------  ------------
<S>                                                           <C>         <C>
Cash flows from operating activities:
  Net loss                                                    $(271,334)  $(1,900,191)
  Adjustments to reconcile net loss to net cash used in
    operating activities-
      Extraordinary gain                                              -       (45,100)
      Stock-based consideration                                     150       372,356
      Depreciation                                               19,957        23,645
      Changes in operating assets and liabilities-
        Decrease in accounts receivable                             633       609,385
        Increase in other current assets                        (30,630)            -
        Decrease in other assets                                    900       216,160
        Increase in accounts payable and accrued liabilities    330,271       650,767
        Decrease in software obligations payable                      -       (25,000)
        (Decrease) increase in deferred revenue                (270,516)       27,990
                                                              ----------  ------------

                  Net cash used in operating activities        (220,569)      (69,988)
                                                              ----------  ------------

Cash flows from financing activities:
  Proceeds from borrowings                                      282,750       559,685
  Repayment of borrowings                                       (79,527)     (523,750)
                                                              ----------  ------------

                  Net cash provided by financing activities     203,223        35,935
                                                              ----------  ------------

Net decrease in cash and cash equivalents                       (17,346)      (34,053)

Cash and cash equivalents at beginning of period                 27,295        55,586
                                                              ----------  ------------

Cash and cash equivalents at end of period                    $   9,949   $    21,533
                                                              ==========  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                      $       -   $    30,740

Supplemental disclosure of noncash investing and
  financing activities:
    Payables converted to common stock and paid-in capital            -        54,900

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


<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  JUNE 30, 2002


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

The accompanying unaudited financial statements have been prepared in accordance
with  generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB of Regulation S-B.  They do not include
all  information  and  footnotes  required  by  generally  accepted  accounting
principles  for  complete  financial  statements.  However,  except as disclosed
herein,  there  has  been no material change in the information disclosed in the
notes  to the financial statements for the year ended December 31, 2001 included
in the Company's 2001 Annual Report on Form 10-KSB filed with the Securities and
Exchange  Commission.  The interim unaudited financial statements should be read
in  conjunction with those financial statements included in the Form 10-KSB.  In
the  opinion  of  Management,  all  adjustments  considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating  results  for the three and six month periods ended June 30, 2002, are
not  necessarily  indicative  of  the  results that may be expected for the year
ending  December  31,  2002.


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

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

The  Company  has  suffered  recurring  losses  of $219,704 and $734,029 for the
three-month  periods ended June 30, 2002 and 2001, as well as losses of $271,334
and  $1,900,191  for  the  six-month  periods  ended  June  30,  2002  and 2001,
respectively.  These  recurring  losses  have produced an accumulated deficit of
$8,562,420,  and  a  working  capital deficit of $2,647,262 as of June 30, 2002.
Although  the company has made major reductions in operating expenses, operating
losses  and  negative  cash  flows  have  continued  during 2002. As a result of
shortfalls  in anticipated funding, the Company is delinquent on certain payroll
tax deposits due the IRS.  The Company expects cash flow deficits will continue,
which  will  necessitate  additional  financing.  Management  is  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  the  Company will find acceptable. These events raise a substantial
doubt  as  to the Company's ability to continue as a going concern. As a result,
the  report  of  our independent accountants, which accompanied our consolidated
financial  statements  for  the year ended December 31, 2001, was qualified with
respect  to  that  risk.


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

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


<PAGE>
4.   RELATED-PARTY  TRANSACTIONS:
     ----------------------------

On  March  1,  2001,  the  Company  entered  into note payable agreements with a
stockholder in the amount of $100,000. The note bears interest at 10 percent per
annum  and  is  payable  on  demand.  On  November 16 and December 12, 2000, the
Company entered into note payable agreements with this stockholder in the amount
of  $60,000  and  $40,000,  respectively.  These  notes also bear interest at 10
percent  per  annum  and are payable on demand.  As of June 30, 2002, the entire
balance  of  all  three  notes  was  outstanding.

During  March  2001, the Company entered into an unsecured credit line agreement
with  Commercial  Capital  Trading  Corporation,  a  company  owned by our chief
executive  officer.  During the three-month and six-month period ending June 30,
2002 the Company repaid $52,250 and $66,777, respectively.  The total amount due
of  $61,288  at June 30, 2002 bears interest at 10% per annum and is payable, in
full,  on  demand.

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 are payable
in  January  2003  and  September  2002, respectively.  As of June 30, 2002, the
entire  balance  of  both  notes  was  outstanding.

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

At  June  30,  2002,  the  Company  was  delinquent on approximately $320,000 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,
2002.  Management believes additional interest and penalties, if any are levied,
will  not  be  material  to  the  Company's  financial  position  or  results of
operations.

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

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

On  February  8, 2002 petition number 2002-06647, "Leslie Sachnowitz Meimoun and
Sheila  Sachnowitz  Curl  vs.  George  T. Sharp and Sharp Technology, Inc.," was
filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief executive
officer  in the District Court of Harris County, Texas, 334th Judicial District.
In  the  petition, the heirs of a recently deceased note holder/shareholder seek
judgment  against  us  for  non-payment  of  a note. In addition to the $200,000
principal  balance of the note, the plaintiffs seek payment of past due interest
on  the  debt  and  reimbursement  of court costs including reasonable attorneys
fees.  Subsequent  to  June 30, 2002, the Company reached a settlement that will
allow  the Company to pay a total amount of $250,000 that includes all interest,
legal  fees,  and  court  costs  by December 31, 2002.  One Million Five Hundred


<PAGE>
Thousand  (1,500,000)  shares  of  the  Company's  restricted  common stock will
collateralize  the  settlement and will be returned to the Company if payment is
made  by December 31, 2002, in accordance with the settlement agreement.  If the
Company  does  not  fully  satisfy  the  settlement  by  December  31,  2002, an
additional  $50,000  will  be  added  to  the  settlement.

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.

6.     SUBSEQUENT EVENTS:
       ------------------

Subsequent  to  June  30,  2002,  the  Company's board of directors approved the
issuance  of a total or 4,008,000 shares of its restricted common stock.  Of the
4,008,000  shares,  1,500,000  will  be issued as collateral for debt, 1,993,000
will  be  issued  for  conversion  of  accrued  liabilities  and  notes  payable
outstanding  at  June 30, 2002, and 515,000 shares will be issued for consulting
and  legal  services  to  be  provided  subsequent  to  June  30,  2002.


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

The  following  discussion  should  be  read in conjunction with our audited and
unaudited  consolidated  financial statements and related notes thereto included
in  this  Form  10-QSB  and  our  10-KSB  filed with the Securities and Exchange
Commission  on  April  15,  2002.

FORWARD LOOKING STATEMENTS AND INFORMATION

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

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

OPERATIONS

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

We have recently been selected by Eastman Kodak Corporation to represent Kodak's
new  "Optical  Media CD" technology. 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 is now driving down the cost of CD
production to a commodity level.  We are now collaborating with Kodak to deliver
an  exclusive,  patented  optical  media  CD  or  DVD,  "OMCD",  which  can  be
personalized,  containing  embedded  timed-release  content  with  full security
features. These new optical media CDs have proven to deliver up to a 75% average
response rate, compared to the 5% response rate of standard CDs. The new CD also
prompts the customer to retain the CD for repeated plays, thereby increasing its
shelf  life.  The end result is that our four-dollar OMCD is more cost effective
than  the  standard  seventy-cent commodity CD delivered by competing companies.

On  April  1,  2002,  we  entered  into  a  letter of intent to purchase certain
patented  software  assets from United Internet Technologies, Inc., a subsidiary
of  United  Leisure  Corporation.  This  software  technology  provides  secure
television  quality  video on top of static web pages regardless of the speed of
the  Internet  connection. We intended to use the technology in combination with
Kodak's  Optical  Media  CD technology.  The letter of intent has expired and we
have  not  been  able  to  negotiate  satisfactory  terms that would allow us to
further  pursue  the  transaction.  The Company is currently in discussions with
other  companies  to  acquire  similar  optical  technology.


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

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

RESULTS  OF  OPERATIONS  FOR THE THREE AND SIX-MONTH PERIODS ENDED JUNE 30, 2002
AND  2001

During  the  three  and  six  month  periods  ended  June 30, 2002, we had total
revenues  of  $137,000 and $282,000, respectively, compared to total revenues of
$165,000  and  $334,000 for the respective periods ended June 30, 2001. Revenues
during  both periods related primary to the recognition of revenue from software
licenses  and  marketing  contracts  with  Qwest.

Our costs of sales and services relate primarily to the amortization of deferred
development costs. These costs totaled $200 and $706 for the three and six-month
periods  ended June 30, 2002 respectively, compared to $108,000 and $311,000 for
the same respective periods ended June 30, 2001.  During the three and six month
periods  ended  June  30, 2002 we incurred only negligible costs of sales as all
deferred  development  costs  had  been  fully  amortized.

Our  selling,  general and administrative expenses totaled $332,000 and $506,000
for  the three and six-month periods ended June 30, 2002, respectively, compared
to  $791,000 and $1,873,000 for the same respective periods ended June 30, 2001.
The  $459,000  and  $1,367,000  decreases  in  these  expenditures  between  the
respective  three  and  six-month  periods  ended  June 30, 2002 and 2001 can be
attributed to workforce restructuring and cost cutting programs in effect during
the  periods  ending  June  30,  2002.  Such  programs  resulted  in substantial
decreases  in  salaries,  wages,  travel,  entertainment, rents and professional
fees.


LIQUIDITY  AND  CAPITAL  RESOURCES

Through June 30, 2002, we have an accumulated deficit of $8.6 million. We have a
working  capital deficit of $2.6 million at June 30, 2002.  Although the company
has  made  major reductions in operating expenses, operating losses and negative
cash  flow  continue as of the date of this filing. As a result of shortfalls in
anticipated  funding,  we are delinquent on certain payroll tax deposits due the
IRS.  We  expect  cash  flow  deficits  will  continue,  which  will necessitate
additional  financing.  To  the  extent  our  cash  reserves and cash flows from
operations  are  insufficient  to meet future cash requirements, we will need to
successfully  raise  funds  through  an  equity  infusion,  the issuance of debt
securities  or  the  sale  of securities. There can be no assurances that future
debt  or equity funding will be available or have terms we will find acceptable.
These  events raise a substantial doubt as to our ability to continue as a going
concern.  As  a  result, the report of our independent public accountants, which
accompanied  our  consolidated  financial statements for the year ended December
31,  2001,  was  qualified  with  respect  to  that  risk.


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

At  June  30,  2002,  we  have  no material outstanding purchase commitments and
during  fiscal  years 2002 and 2001, there are no significant elements of income
or  loss  that  do  not  arise  from  our  continuing  operations  other than an
extraordinary gain of $45,100 resulting from extinguishment of debt. Further, we
do  not  expect  material  changes  in  our results of operations from period to
period  based  upon  the  seasonality  of  our  business.


<PAGE>
                                     PART II

ITEM  1.   LEGAL  PROCEEDINGS

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

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

On  February  8, 2002 petition number 2002-06647, "Leslie Sachnowitz Meimoun and
Sheila  Sachnowitz  Curl  vs.  George  T. Sharp and Sharp Technology, Inc.," was
filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief executive
officer  in the District Court of Harris County, Texas, 334th Judicial District.
In  the  petition, the heirs of a recently deceased note holder/shareholder seek
judgment  against  us  for  non-payment  of  a note. In addition to the $200,000
principal  balance of the note, the plaintiffs seek payment of past due interest
on  the  debt  and  reimbursement  of court costs including reasonable attorneys
fees.  We  have  since  reached  a  settlement that will allow us to pay a total
amount  of  $250,000  that includes all interest, legal fees, and court costs by
December  31, 2002.  One Million Five Hundred Thousand (1,500,000) shares of the
Company's  restricted common stock will collateralize the settlement and will be
returned  to  the Company if payment is made by December 31, 2002, in accordance
with  the  settlement  agreement.  If  the  Company  does  not fully satisfy the
settlement  by  December  31,  2002,  an additional $50,000 will be added to the
settlement.

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

ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     EXHIBITS

Exhibit  99.1,  Certification  pursuant  to  18  U.S.C. Section 1350, as adopted
pursuant  to  section  906  of  the  Sarbanes-Oxley  Act  of  2002


(b)     REPORTS  ON  FORM  8-K

NONE


<PAGE>
SIGNATURES

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

Sharp  Holding  Corporation


By:  /s/  George  Sharp                                  August  19,  2002
------------------------------------------------------
George  Sharp,  Director,  Chief  Executive  Officer,
        Chief Accounting Officer and President


<PAGE>