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, 2003

           [ ]  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)

             13135 CHAMPIONS DRIVE, SUITE 100, HOUSTON, TEXAS 77069
      --------------------------------------------------------------------
              (Former Name, Former Address, and Former Fiscal year,
                          if Changed Since Last Report)


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  August  19, 2003 there were 24,494,448 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 of Financial Condition and Results
         of  Operations

Item 3.  Evaluation  of  disclosure  controls  and  procedures


PART II

Item 1.  Legal  Proceedings

Item 2.  Changes  in  Securities

Item 5.  Other  Information

Item 6.  Exhibits  and  Reports  on  Form  8-K


                                        2
<PAGE>
                                     PART I

ITEM  1.  FINANCIAL  STATEMENTS

          Consolidated Balance Sheets as of June 30, 2003 (unaudited) and
          December 31, 2002

          Consolidated Statements of Operations for the three and six-month
          periods ended June 30, 2003 and 2002 (unaudited)

          Consolidated Statements of Cash Flows for the six-month periods ended
          June 30, 2003 and 2002 (unaudited)

          Notes to Consolidated Financial Statements


                                        3
<PAGE>
<TABLE>
<CAPTION>
                    SHARP HOLDING CORPORATION, AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS

                      JUNE 30, 2003 AND DECEMBER 31, 2002

                                  -----------

                                                                     2003          2002
                                                                 ------------  ------------
                                                                 (UNAUDITED)
<S>                                                              <C>           <C>

          ASSETS
          ------

Current assets:
  Cash and cash equivalents                                      $    47,229   $    13,318
  Accounts receivable                                                 25,424           661
  Notes receivable                                                   167,000        17,000
  Deferred financing cost                                            102,800             -
  Other                                                               36,023        43,000
                                                                 ------------  ------------

    Total current assets                                             378,476        73,979

Property and equipment, net of accumulated depreciation of            18,484        31,904
   $168,909 and $155,488, respectively

Deferred technology license                                          372,565             -

Other assets                                                             588           550
                                                                 ------------  ------------

    Total assets                                                 $   770,113   $   106,433
                                                                 ============  ============


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

Current liabilities:
  Accounts payable                                               $   584,364   $   701,275
  Accrued payroll taxes                                              322,253       322,253
  Accrued payroll                                                    523,370       446,119
  Other accrued liabilities                                          412,152       634,363
  Notes payable to related parties                                   436,288       370,688
  Notes payable                                                      951,403       440,000
                                                                 ------------  ------------

    Total current liabilities                                      3,229,830     2,914,698

Long term notes payable to related parties                           120,587             -

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 80,000,000 shares authorized,
    24,494,448 shares and 16,064,448 shares issued and outstanding,
    respectively                                                      24,495        16,065
  Additional paid-in capital                                       7,374,434     6,445,539
  Accumulated deficit                                             (9,979,233)   (9,269,869)
                                                                 ------------  ------------

    Total stockholders' deficit                                   (2,580,304)   (2,808,265)
                                                                 ------------  ------------

      Total liabilities and stockholders' deficit                $   770,113   $   106,433
                                                                 ============  ============
</TABLE>


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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                             SHARP  HOLDING  CORPORATION,  AND  SUBSIDIARY

                                CONSOLIDATED  STATEMENTS  OF  OPERATIONS

                     FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2003 AND 2002

                                               -----------

                                                       THREE  MONTHS  ENDED        SIX  MONTHS  ENDED
                                                    --------------------------  --------------------------
                                                            JUNE  30,                   JUNE  30,
                                                            ---------                   ---------
                                                        2003          2002          2003          2002
                                                    ------------  ------------  ------------  ------------
<S>                                                 <C>           <C>           <C>           <C>
Revenues:
  Subscriptions                                     $         -   $    44,250   $         -   $    88,500
  Licenses                                                    -        91,008             -       182,016
  Services and other                                     30,937         1,899        31,898        11,392
                                                    ------------  ------------  ------------  ------------

    Total revenues                                       30,937       137,157        31,898       281,908

Operating expenses:
  Cost of sales and services                             29,052           200        29,052           706

  Selling, general and administrative, including
    stock-based consideration of $60,000 and
    $150 for the three months ended June 30,
    2003 and 2002, $69,782 and $150 for the
    six months ended June 30, 2003 and 2002.            257,446       332,151       455,482       505,684
                                                    ------------  ------------  ------------  ------------

      Total operating expenses                          286,498       332,351       484,534       506,390
                                                    ------------  ------------  ------------  ------------

        Loss from operations                           (255,561)     (195,194)     (452,636)     (224,482)

Interest expense, including stock based consider-
  ation of $11,800 and $-0- for the three months
  ended June 30, 2003 and 2002, $14,800 and $-0-
  for the six months ended June 30, 2003 and 2002.     (197,609)      (16,461)     (253,434)      (33,525)

Other expense                                            (4,553)       (8,049)       (9,048)      (13,327)

Gain on settlement of payables                           26,743             -        26,743             -
                                                    ------------  ------------  ------------  ------------

      Net loss, continuing operations                  (430,980)     (219,704)     (688,375)     (271,334)

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

        Net loss                                    $  (451,969)  $  (219,704)  $  (709,364)  $  (271,334)
                                                    ============  ============  ============  ============
Basic and diluted net loss per common share:
  Continuing operations                             $     (0.02)  $     (0.02)  $     (0.04)  $     (0.03)
  Discontinued operations                                     -             -             -             -
                                                    ------------  ------------  ------------  ------------

Basic and diluted net loss per share                $     (0.02)  $     (0.02)  $     (0.04)  $     (0.03)
                                                    ============  ============  ============  ============


Weighted average shares used in computing basic
  and diluted net loss per share                     22,293,844    10,216,448    19,913,205    10,216,448
                                                    ============  ============  ============  ============
</TABLE>


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


                                        5
<PAGE>
<TABLE>
<CAPTION>
                           SHARP HOLDING CORPORATION, AND SUBSIDIARY

                             CONSOLIDATED STATEMENTS OF CASH FLOWS

                        FOR THE SIX MONTHS ENDED JUNE 30, 2003 AND 2002

                                         -----------

                                                                            2003         2002
                                                                        ------------  ----------
                                                                        (UNAUDITED)
<S>                                                                     <C>           <C>
Cash flows from operating activities:
  Net loss                                                              $  (709,364)  $(271,334)
  Net loss from discontinued operation                                       20,989           -
                                                                        ------------  ----------
  Net loss from continuing operations                                      (688,375)   (271,334)
  Adjustments to reconcile net loss to net cash used in
     operating activities-
      Gain from settlement of payables                                      (26,743)          -
      Stock-based consideration                                              84,582         150
      Amortization of discount on convertible debt                           45,300           -
      Accrual for financing costs                                           125,000           -
      Depreciation and amortization                                          19,807      19,957
      Changes in operating assets and liabilities-
        Decrease (increase) in accounts receivable                          (24,763)        633
        Increase in other current assets                                      6,977     (30,630)
        (Increase) decrease in other assets                                   4,220         900
        Increase in accounts payable and accrued liabilities                245,414     330,271
        Decrease in deferred revenue                                              -    (270,516)
                                                                        ------------  ----------

          Net cash used in operating activities                            (208,581)   (220,569)
                                                                        ------------  ----------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                      5,125           -
  Proceeds from borrowings                                                  260,500     282,750
  Repayment of borrowings                                                   (23,133)    (79,527)
                                                                        ------------  ----------

          Net cash provided by financing activities                         242,492     203,223
                                                                        ------------  ----------

Net decrease in cash and cash equivalents                                    33,911     (17,346)

Cash and cash equivalents at beginning of period                             13,318      27,295
                                                                        ------------  ----------

Cash and cash equivalents at end of period                              $    47,229   $   9,949
                                                                        ============  ==========

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

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                   $   175,000   $       -
</TABLE>


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


                                        6
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO 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, 2002 included in the Company's
     2002  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,
     2003,  are  not  necessarily indicative of the results that may be expected
     for  the  year  ending  December  31,  2003.


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  reported  recurring losses from continuing operations of
     $430,980  and  $219,704 for the three-month periods ended June 30, 2003 and
     2002,  as well as losses of $688,375 and $271,334 for the six-month periods
     ended  June  30,  2003  and 2002, respectively. These recurring losses have
     produced  an  accumulated  deficit  of  $9,979,233,  and  a working capital
     deficit  of  $2,851,354  as  of June 30, 2003. 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. 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, 2002, was qualified
     with  respect  to  that  risk.


3.   NOTES  PAYABLE
     --------------

     On June 20, 2003 the Company entered into two notes payable agreements with
     an  individual  and  a company in the amount of $75,000 each. The notes are
     collateralized  by  a  note  receivable  of the Company and are due in five
     monthly  installments  of $15,000 each. The notes are non-interest bearing;
     however,  the Company has issued 300,000 shares of the Company's restricted
     common  stock  and  warrants  to  purchase  150,000 shares of the Company's
     restricted  common  stock  to  each  lender  as  financing  expenses.  See
     description  of  other  notes  payable issued during the quarter in related
     party  Note  5.


                                        7
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  -----------


4.   ACQUISITION  AND  SALE  OF  INTELLECTUAL  PROPERTY
     --------------------------------------------------

     Effective  February 28, 2003, the Company acquired substantially all of the
     assets  of  John  Galt  Media,  Inc.  for  a purchase price of $475,200. As
     consideration  for this asset acquisition, in addition to a $43,000 advance
     made  in  2002 the Company issued John Galt Media, Inc. 3,000,000 shares of
     our restricted common stock and warrants to purchase up to 1,000,000 shares
     of our restricted common stock at an exercise price of $0.01 per share that
     expires  on  February  28,  2008. The stock was valued at the quoted market
     price  on  the  date  of  acquisition.  The  warrants were valued using the
     Black-Scholes pricing model. This acquisition was the result of arms length
     negotiations  between  the  parties;  however,  no  appraisal  was  done.

     The  assets that the Company acquired consist of six U.S. patents involving
     security  and  Internet  connectivity,  trademarks,  domain names and other
     intellectual  property related to a methodology of digital rights security.
     John  Galt  Media, Inc. engages in the business of securing information and
     content  on  CD's  and  web sites. The Company also acquired the office and
     computer  equipment  of  John  Galt  Media.

     The  cost  of the acquired entity has been allocated as follows on the date
     of  acquisition:

       Equipment                                                  $   35,000
       Patents  and  trademarks                                      571,000
       Accounts  Payable                                            (130,800)
                                                                  -----------

         Total  purchase  price                                   $  475,200
                                                                  ===========


     The  accompanying  income statement for the three and six months ended June
     30,  2003 includes the results of operations of the acquired entity for the
     period  February  28,  2003  through  May  29,  2003.

     The  following  represents  proforma financial information as if the entity
     had  been  included  in operations for the three and six months ending June
     30,  2003  and  2002:

<TABLE>
<CAPTION>
                          THREE MONTHS ENDED         SIX MONTHS ENDED
                                JUNE 30,                 JUNE 30,
                        ------------------------  ----------------------
                           2003         2002         2003        2002
                        -----------  -----------  ----------  ----------
<S>                     <C>          <C>          <C>         <C>
    Revenue             $   30,937   $  137,157   $  31,898   $ 281,908
    Net income          $ (451,969)  $ (240,693)  $(785,876)  $(407,076)
    Earnings per share  $    (0.02)  $    (0.02)  $   (0.04)  $   (0.04)
</TABLE>

Effective  May  29,  2003,  the Company sold all of its assets held for sale and
issued  1,000,000  shares  of common stock and 1,000,000 warrants for a purchase
price  of  $300,000  and a five-year technology license.  The stock and warrants
issued  had  a  combined  value  of  $102,000  (See Note 6).  The license has an
estimated  value  of  $383,210  and is being amortized over a three-year period.
The  technology  license  gives  the  Company the right to make and sell HyperCD
products and services for 5 years with no royalty in year one and $0.15 per each
medium sold in years two through five.  There was no gain or loss on the sale of
assets.


                                        8
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  -----------


5.   RELATED-PARTY  TRANSACTIONS
     ---------------------------

     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. During the three-month period
     ending  June  30, 2003 the Company repaid $10,000. As of June 30, 2003, the
     outstanding  balance  on  this  note  is  $90,000.

     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,
     2003,  the  entire  balance  of  both  notes  was  outstanding.

     On  May  12, 2003, the Company extinguished a note payable to a stockholder
     in  the  amount  of  $175,000 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, 2003, the
     entire  balance  of  this  note  was  outstanding.

     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, 2003, the entire balance of this note was outstanding.


6.   CHANGES  IN  SECURITIES
     -----------------------

     In April 2003, the Company issued 300,000 shares of common stock (valued at
     $45,000)  as  payment-in-kind  to  one vendor for amounts owed. The Company
     issued  a  total  of  700,000 shares of common stock (valued at $20,000) as
     payment-in-kind  to  a  group  of three individuals as payment in full of a
     note  payable  to  the group. The Company also issued a warrant to purchase
     300,000  shares of common stock at $.10 per share, expiring April 30, 2008,
     (valued  at  $8,400  based  on  fair  market  value  as  determined  by the
     Black-Scholes  pricing  model)  to  one  individual  as payment-in-kind for
     consulting  services.

     In  May  2003, the Company issued 360,000 shares of common stock (valued at
     $32,400)  as payment-in-kind to one individual for consulting services. The
     Company  issued  a  total  of  1,325,000  shares of common stock (valued at
     $80,500) to two individuals as payment-in-kind on notes payable owed to the
     individuals.  The  Company issued 300,000 shares of common stock (valued at
     $21,000) to a director of the Company as payment-in-kind of amounts owed to
     a  company  owned  by  such  director  for amounts owed. The Company issued
     170,000  shares  of  common  stock  (valued  at  $11,900) to one company as
     payment-in-kind for amounts owed. The Company issued warrants to purchase a
     total  of  800,000  shares  of  common stock at prices ranging from $0.05 -
     $0.10,  expiring  in two years, (valued at a total of $13,300 based on fair
     market  value  as  determined  by  the Black-Scholes pricing model) to four
     individuals  as  payment-in-kind  for  consulting  services.


                                        9
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  -----------


6.   CHANGES  IN  SECURITIES,  CONTINUED
     -----------------------------------

     As  part  of  an  asset sale agreement (See Note 3) the Company also issued
     1,000,000  shares  of  common  stock  (valued  at $80,000) and a warrant to
     purchase  1,000,000 shares of common stock at $0.10, expiring May 31, 2008,
     (valued  at  $22,000  based  on  fair  market  value  as  determined by the
     Black-Scholes  pricing  model)  to  one  company.

     In  June  2003,  the  Company issued warrants to purchase 100,000 shares of
     common stock at a price of $0.10, expiring June 10, 2006, (valued at $5,900
     based  on  fair  market  value  as  determined by the Black-Scholes pricing
     model)  to  one  company  as  payment-in-kind  for consulting services. The
     Company  also  issued  a total of 600,000 shares of common stock (valued at
     $96,000)  and  issued  warrants  to  purchase  a total of 300,000 shares of
     common stock at $1.00 per share, expiring June 20, 2008, (valued at a total
     of  $600  based  on  fair  market values as determined by the Black-Scholes
     pricing  model)  as  payment-in-kind  to one company and one individual for
     financing  costs.


7.   COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     At  June  30, 2003, 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, 2003. 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 (then US West). Pursuant to the provisions
     of  this  agreement,  the  Company  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, 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 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. The
     Company believes this matter will not have a material adverse effect on its
     financial  position  or  results  of  operations.


                                       10
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                  -----------


7.   COMMITMENTS  AND  CONTINGENCIES,  CONTINUED
     -------------------------------------------

     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. On July 26, 2002, the Company reached
     a  settlement  that  allowed  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 Thousand (1,500,000) shares of the Company's
     restricted  common  stock  collateralize the settlement and would have been
     returned  to  the Company if payment had been made by December 31, 2002, in
     accordance with the settlement agreement. At December 31, 2002, payment was
     not  made  according  to  the  settlement and, as a result, the Company was
     liable  for  an additional $100,000 under the provisions of the settlement.
     On  June  18, 2003 the Company reached a settlement that allows the Company
     to  pay  a total amount of $400,000 that includes all interest, legal fees,
     and  court costs on or before September 1, 2003. If such payment is made in
     accordance  with  the  agreement,  the  1,500,000  shares  of the Company's
     restricted common stock held as collateral will be returned to the Company.
     This  additional  amount  has  been  accrued  on  the  Company's  financial
     statements at June 30, 2003. If payment is not made by October 1, 2003, the
     settlement  allows  for  an  increase  in  the  amount  owed  to  $475,000.

     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 Company's financial
     position  or  results  of  operations.


                                       11
<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,  2003.

FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

We  include  the  following  cautionary  statement  in  this  Form10-QSB to make
applicable  and  take  advantage  of  the  safe  harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by,  or on our behalf.  Forward-looking statements include statements concerning
plans,  objectives,  goals,  strategies,  future  events  or  performance  and
underlying  assumptions and other statements, which are other than statements of
historical  facts.  Certain  statements  in  this Form10-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

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.

Due  to  the  failure of Qwest to perform their contract with us and the loss of
business  due  to  9/11  with  a major bank, we have completely restructured the
Company.  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
nations largest banks 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
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 May 29, 2003 we
acquired  a  license for a patented technology called Hyper CD.  We subsequently
sold  the  technology  and  licensed  it  back  on  an  exclusive  basis for the
co-branded  credit  card  and e-finance business.  The transaction allowed us to
retain  exclusivity  while providing working capital for the Company.  Last year


                                       12
<PAGE>
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.

We  have  recently  entered  into  a  ten-year  agreement  with  the  California
Organization  of  Police  and  Sheriffs "COPS" to distribute a homeland security
alert  program  to  California  residents.  The  COPS  organization is currently
pulling  together  the  support  of  police and public safety agencies and state
representatives to back the program.  We will be working with large corporations
to  distribute  the  program free of charge to their customers across the state.
We  are  projecting  expanding  the program nationally during 2004.  The program
provides 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.

During  the  past  few 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, 2003
AND  2002

During  the  three  and  six-month  periods  ended  June  30, 2003, we had total
revenues  of  $31,000  and  $32,000, respectively, compared to total revenues of
$137,000  and  $282,000  for  the  same  respective periods ended June 30, 2002.
Revenues  during  2002  related  primarily  to  the  recognition of revenue from
software  licenses  and  marketing  contracts  with  Qwest,  such  licenses  and
contracts  were  fully  recognized  at  the  end  of  2002.

Costs  of sales and services prior to 2002 related primarily to the amortization
of  deferred  development  costs,  but currently relate primarily to the license
fees  for  technology  used in our products as well as actual costs of producing
such  products.  These  costs  totaled  $29,000  and  $29,000  for the three and
six-month  periods  ended June 30, 2003, respectively, compared to $200 and $700
for  the  same respective periods ended June 30, 2002.  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.  During the three and
six  month  periods  ending  June 30, 2003, we began to incur technology license
fees  related  to  our  products.

Selling,  general  and administrative expenses totaled $257,000 and $455,000 for
the  three  and six month periods ended June 30, 2003, respectively, compared to
$332,000  and $506,000 for the same respective periods ended June 30, 2002.  The
$75,000 and $51,000 decreases in these expenditures between the respective three
and  six  month  periods  ended  June 30, 2003 and 2002 can be attributed to our
continued  cost  cutting  programs  to  minimize  salaries,  wages,  travel,
entertainment,  rents  and  professional  fees.


                                       13
<PAGE>
Interest  expense  totaled  $198,000  and  $253,000  for the three and six month
periods  ended  June 30, 2003, respectively, compared to $16,000 and $34,000 for
the  same  respective  periods  ended  June 30, 2002.  The $182,000 and $219,000
increases between the respective three and six month periods ended June 30, 2003
and  2002  can  be  attributed  to financing costs associated with debt obtained
during  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through June 30, 2003 we have an accumulated deficit of $10.0 million. We have a
working  capital deficit of $2.9 million at June 30, 2003.  Although we continue
cost  cutting  programs,  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, 2002, was qualified with respect to
that  risk.

We  have  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, 2003 we have no material outstanding purchase commitments and during
fiscal  years  2003 and 2002 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.

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.

Amounts that we received from Qwest for distribution of software products to its
new  customers  were  nonrefundable  and  were  classified as subscriptions.  We
recognize  subscriptions  revenue  ratably  over  the  course  of the respective
customer's  contract term.  We also license software under noncancelable license
agreements.  We recognize license fees when a noncancelable license agreement is


                                       14
<PAGE>
in  force,  the  product  has  been  shipped,  the  license  fee  is  fixed  or
determinable,  collectibility  is  reasonably  assured  and  no significant post
delivery  performance  obligations  exist.

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.

ITEM  3.  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

George  Sharp,  our  Chief  Executive  Officer and Chief Accounting Officer, has
concluded  that  our  disclosure  controls  and  procedures  are appropriate and
effective.   He  has evaluated these controls and procedures as of a date within
90  days  of  the  filing  date  of  this  report on Form 10-QSB.  There were no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect these controls subsequent to the date of their evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.


                                       15
<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.  On  July 26, 2002, we reached a settlement that allowed 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 our
restricted  common  stock  collateralize  the  settlement  and  would  have been
returned  to us if payment had been made by December 31, 2002 in accordance with
the  settlement  agreement.  At December 31, 2002 payment was not made according
to  the  settlement  and, as a result, we were liable for an additional $100,000
under  the  provisions  of  the  settlement.  On  June  18,  2003,  we reached a
settlement  that  allows  us to pay a total amount of $400,000 that includes all
interest,  legal  fees, and court costs on or before September 1, 2003.  If such
payment  is  made  in  accordance with the agreement the 1,500,000 shares of our
restricted  common  stock  held  as  collateral  will  be  returned to us.  This
additional amount has been accrued on our financial statements at June 30, 2003.
If payment is not made by October 1, 2003, the settlement allows for an increase
in  the  amount  owed  to  $475,000.

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 2.  CHANGES  IN  SECURITIES

RECENT  SALE  OF  UNREGISTERED  SECURITIES

During  the  quarter  ended June 30, 2003, 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.


                                       16
<PAGE>
(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  April  2003, we issued 300,000 shares of common stock (valued at $45,000) as
payment-in-kind  to  one  vendor for amounts owed.  We issued a total of 700,000
shares  of  common  stock  (valued  at $20,000) as payment-in-kind to a group of
three  individuals  as  payment in full of a note payable to the group.  We also
issued  a  warrant to purchase 300,000 shares of common stock at $.10 per share,
expiring  April  30,  2008,  (valued  at  $8,400  based  on fair market value as
determined  by  the  Black-Scholes  pricing  model)  to  one  individual  as
payment-in-kind  for consulting services.  This transaction was made in reliance
on  Section  4(2)  of  the  Act.

In  May  2003,  we  issued 360,000 shares of common stock (valued at $32,400) as
payment-in-kind to one individual for consulting services.  We issued a total of
1,325,000  shares  of  common  stock  (valued  at $80,500) to two individuals as
payment-in-kind  on  notes  payable  owed to the individuals.  We issued 300,000
shares  of  common  stock  to  a  director of the Company (valued at $21,000) as
payment-in-kind  of amounts owed to a company owned by such director for amounts
owed.  We  issued  170,000  shares  of  common  stock (valued at $11,900) to one
company  as  payment-in-kind for amounts owed.  We issued warrants to purchase a
total  of  800,000  shares of common stock at prices ranging from $0.05 - $0.10,
expiring  in two years, (valued at a total of $13,300 based on fair market value
as  determined  by  the  Black-Scholes  pricing  model)  to  four individuals as
payment-in-kind  for consulting services.  As part of an asset sale agreement we
also  issued  1,000,000 shares of common stock (valued at $80,000) and a warrant
to  purchase  1,000,000  shares of common stock at $0.10, expiring May 31, 2008,
(valued at $22,000 based on fair market value as determined by the Black-Scholes
pricing  model)  to  one  company.  These  transactions were made in reliance on
Section  4(2)  of  the  Act.

In June 2003, we issued warrants to purchase 100,000 shares of common stock at a
price  of  $0.10,  expiring June 10, 2006, (valued a $5,900 based on fair market
value  as  determined  by  the  Black-Scholes  pricing  model) to one company as
payment-in-kind  for  consulting  services.  We  also  issued a total of 600,000
shares  of  common  stock  (valued at $96,000) and issued warrants to purchase a
total  of  300,000  shares of common stock at $1.00 per share, expiring June 20,
2008,  (valued  at  a total of $600 based on fair market values as determined by
the  Black-Scholes  pricing  model)  as  payment-in-kind  to one company and one
individual as consideration for a note payable.  These transactions were made in
reliance  on  Section  4(2)  of  the  Act.


ITEM 5.  OTHER  INFORMATION

Effective  May  29, 2003, we sold the assets that we had acquired from John Galt
Media on February 28, 2003 to Octopus Media, LLC.  These assets consisted of six
U.S.  patents  involving  security and Internet connectivity, trademarks, domain
names,  other  intellectual  property related to a methodology of digital rights
security  (HyperCD), office and computer equipment.  This sale was made pursuant
to  a  purchase  which  provided for the issue of 1,000,000 shares of our common
stock  and  1,000,000  warrants to purchase common stock for a purchase price of
$300,000  and  a  license back to us of the right to sell products incorporating
HyperCD  for  a  period  of five years with no royalty in year one and $.015 per
each  medium  sold  in  years  two  through  five.  There  was  no  gain or loss
recognized  on the sale.  (Purchase Agreement attached to this filing as exhibit
10.2)


                                       17
<PAGE>
ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

Exhibit No.    Identification  of  Exhibit

10.1           Agreement  between  Alan  Pavsner  (a  director),  Marine  Way (a
               company  owned  by Alan Pavsner) and Sharp Holding Corporation to
               convert  amounts  owed  to  Marine Way into common stock of Sharp
               Holding Corporation and a Note Payable to Alan Pavsner, dated May
               19,  2003.

10.2           Purchase  agreement between Sharp Holding Corporation and Octopus
               Media,  LLC,  to sell certain intellectual and tangible assets to
               Octopus Media, LLC, and license back to Sharp Holding Corporation
               the  rights  to make and sell products utilizing the intellectual
               assets,  dated  May  29,  2003.

31             Certification  pursuant  to  18  U.S.C.  Section 1350, as adopted
               pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act of 2002.

32             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


                                       18
<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,  2003
-------------------------------
George Sharp, Director, Chief Executive Officer,
Chief Accounting Officer and President


                                       19
<PAGE>
                                INDEX OF EXHIBITS

Exhibit  No.   Identification  of  Exhibit

10.1           Agreement  between  Alan  Pavsner  (a  director),  Marine  Way (a
               company  owned  by Alan Pavsner) and Sharp Holding Corporation to
               convert  amounts  owed  to  Marine Way into common stock of Sharp
               Holding Corporation and a Note Payable to Alan Pavsner, dated May
               19,  2003.

10.2           Purchase  agreement between Sharp Holding Corporation and Octopus
               Media,  LLC,  to sell certain intellectual and tangible assets to
               Octopus Media, LLC, and license back to Sharp Holding Corporation
               the  rights  to make and sell products utilizing the intellectual
               assets,  dated  May  29,  2003.

31             Certification  pursuant  to  18  U.S.C.  Section 1350, as adopted
               pursuant  to  Section  302  of  the  Sarbanes-Oxley  Act of 2002.

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


                                       20
<PAGE>