Exhibit
      31.2








**Certification
      Pursuant To Section 302 Of The Sarbanes-Oxley Act Of
      2002**





I, **George
      Sharp** ,
      Principal Financial Officer of Sharp Holding Corporation, certify
      that:





1.  I
      have
      reviewed this quarterly report on Form 10-QSB of **Sharp
      Holding Corporation** ;





2.  Based
      on
      my knowledge, this report does not contain any untrue statement of a material
      fact or omit to state a material fact necessary to make the statements made,
      in
      light of the circumstances under which such statements were made, not misleading
      with respect to the period covered by this report;





3.  Based
      on
      my knowledge, the financial statements, and other financial information included
      in this report, fairly present in all material respects the financial condition,
      results of operations and cash flows of Sharp Holding Corporation as of, and
      for, the periods presented in this report;





4. Sharp
      Holding Corporation’s other certifying officer and I:





(a)
      Are
      responsible for establishing and maintaining disclosure controls and procedures
      (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for Sharp Holding
      Corporation and have:





(b)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to Sharp Holding Corporation, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;





(c)
      Evaluated the effectiveness of Sharp Holding Corporation's disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and





(d)
      Disclosed in this report any change in Sharp Holding Corporation's internal
      control over financial reporting that occurred during Sharp Holding
      Corporation's most recent fiscal quarter that has materially affected, or is
      reasonably likely to materially affect, Sharp Holding Corporation's internal
      control over financial reporting; and





5.  Sharp
      Holding Corporation's other certifying officer and I have disclosed, based
      on
      our most recent evaluation of internal control over financial reporting, to
      Sharp Holding Corporation's auditors and the audit committee of Sharp Holding
      Corporation's board of directors (or persons performing the equivalent
      functions):





(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect Sharp Holding Corporation's ability to record, process,
      summarize and report financial information; and





(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in Sharp Holding Corporation's internal control over
      financial reporting.





Date:  **November
      21, 2005**





**/s/
      George Sharp**


**George
      Sharp**


**Principal
      Financial Officer of Sharp Holding Corporation**