UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended March 31, 2004

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

                         Commission file number 0-28829

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

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

          13231 CHAMPION FOREST DRIVE, SUITE 213, HOUSTON, TEXAS 77069
      --------------------------------------------------------------------
              (Address of Principal Executive Offices)   (Zip Code)

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


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



                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  May  17,  2004  there  were 25,818,448 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  tatements

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

Item  3.    Controls and Procedures


PART II

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
          March 31, 2004 (unaudited) and December 31, 2003

          Consolidated Statements of Operations for the
          three months ended March 31, 2004 and 2003 (unaudited)

          Consolidated Statement of Stockholders' Deficit for the
          three months ended March 31, 2004 (unaudited)

          Consolidated Statements of Cash Flows for the
          three months ended March 31, 2004 and 2003 (unaudited)


                                        3
<PAGE>
<TABLE>
<CAPTION>
                          SHARP HOLDING CORPORATION AND SUBSIDIARY
                               CONSOLIDATED BALANCE SHEETS
                            MARCH 31, 2004 AND DECEMBER 31, 2003
                                         __________


                                                                    MARCH 31,      DECEMBER
                                                                      2004         31, 2003
ASSETS                                                             (UNAUDITED)      (NOTE)
------                                                            -------------  -------------
<S>                                                               <C>            <C>
Current assets:
  Cash and cash equivalents                                       $     83,329   $      7,479
  Accounts receivable                                                    6,810              -
  Notes receivable                                                      17,000         17,000
                                                                  -------------  -------------

    Total current assets                                               107,139         24,479

Property and equipment, net                                              3,300          5,063

Deferred technology license, net                                       276,759        308,695

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

      Total assets                                                $    387,786   $    338,825
                                                                  =============  =============


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

Current liabilities:
  Accounts payable                                                $    594,637   $    565,485
  Accrued payroll taxes                                                322,253        322,253
  Accrued payroll and contract labor                                   628,647        604,881
  Other accrued liabilities                                            855,845        616,632
  Notes payable to related parties                                     502,322        501,102
  Notes payable                                                      1,050,844        950,844
  Deferred revenue                                                      24,485         30,000
                                                                  -------------  -------------

    Total current liabilities                                        3,979,033      3,591,197

Long term notes payable to related parties                              13,190         26,057

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock, $.001 par value, 80,000,000 shares authorized,
    25,818,448 shares and 25,488,448 shares issued and outstanding,
    respectively                                                        25,819         25,489
  Additional paid-in capital                                         7,521,940      7,492,270
  Accumulated deficit                                              (11,152,196)   (10,796,188)
                                                                  -------------  -------------

    Total stockholders' equity (deficit)                            (3,604,437)    (3,278,429)
                                                                  -------------  -------------

      Total liabilities and stockholders' equity (deficit)        $    387,786   $    338,825
                                                                  =============  =============
<FN>
Note:  The  balance  sheet  at  December  31, 2003 has been derived from the audited financial
statements  at that date but does not include all of the information and footnotes required by
generally  accepted  accounting  principles  for  complete  financial  statements.
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
               FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                   __________


                                                                     2004          2003
                                                                 ------------  ------------
<S>                                                              <C>           <C>
Revenues                                                         $    22,084   $       961
                                                                 ------------  ------------

Operating expenses:
  Cost of sales and services                                          46,620             -
  Selling, general and administrative, including stock-
    based consideration of $9,782 in 2003                            307,994       202,531
                                                                 ------------  ------------

      Total operating expenses                                       354,614       202,531
                                                                 ------------  ------------

        Loss from operations                                        (332,530)     (201,570)

Interest expense, including stock-based consideration
  of $3,000 in 2003                                                   23,478        55,825
                                                                 ------------  ------------

Net loss                                                         $  (356,008)  $  (257,395)
                                                                 ============  ============

Basic and diluted net loss per share                             $     (0.01)  $     (0.01)
                                                                 ============  ============

Weighted average shares used in computing basic and diluted net
  loss per share                                                  25,492,074    17,506,115
                                                                 ============  ============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
                         SHARP HOLDING CORPORATION AND SUBSIDIARY
             UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                         FOR THE THREE MONTHS ENDED MARCH 31, 2004
                                       __________


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

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

Net loss                            -          -            -      (356,008)        (356,008)
                           ----------  ---------  -----------  -------------  ---------------

Balance at March 31, 2004  25,818,448  $  25,819  $ 7,521,940  $(11,152,196)  $   (3,604,437)
                           ==========  =========  ===========  =============  ===============
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        6
<PAGE>
<TABLE>
<CAPTION>
                             SHARP HOLDING CORPORATION AND SUBSIDIARY
                          UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         FOR THE THREE MONTHS ENDED MARCH 31, 2004 AND 2003
                                             __________


                                                                                2004        2003
                                                                             ----------  ----------
<S>                                                                          <C>         <C>
Cash flows from operating activities:
  Net loss                                                                   $(356,008)  $(257,395)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Stock-based consideration for services and financing costs                     -      12,782
      Depreciation and amortization                                             33,699       6,710
      Amortization of debt discount                                                  -      15,250
      Changes in operating assets and liabilities-
        Increase in accounts receivable                                         (6,810)       (300)
        Increase in other current assets                                             -     (15,000)
        Increase in other assets                                                     -     (15,750)
        Increase in accounts payable and accrued liabilities                   392,131     128,597
        Decrease in deferred revenue                                            (5,515)          -
                                                                             ----------  ----------

          Net cash provided by (used in) operating activities                   57,497    (125,106)
                                                                             ----------  ----------

Cash flows from financing activities:
  Proceeds from issuance of stock                                               30,000       5,125
  Proceeds from borrowings                                                           -     110,500
  Repayment of borrowings                                                      (11,647)       (688)
                                                                             ----------  ----------

          Net cash provided by financing activities                             18,353     114,937
                                                                             ----------  ----------

Net increase (decrease) in cash and cash equivalents                            75,850     (10,169)

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

Cash and cash equivalents at end of period                                   $  83,329   $   3,149
                                                                             ==========  ==========

Supplemental disclosure of cash flow information:
    Cash paid for interest                                                   $   1,764   $  10,563
    Cash paid for income taxes                                               $       -   $       -

Supplemental disclosure of noncash investing and financing activities:
    Common stock and warrants issued for asset purchase                      $       -   $ 432,200
    Common stock issued for accounts payable                                 $       -   $   1,718
    Common stock issued for prepaid financing costs                          $       -   $  18,000
    Conversion of accrued liabilities to notes payable                       $ 100,000   $ 175,000
</TABLE>


See accompanying notes to unaudited condensed consolidated financial statements.


                                        7
<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, 2003 included in the Company's
     2003  Annual  Report  on Form 10-KSB filed with the Securities and Exchange
     Commission.  The  interim  unaudited financial statements should be read in
     conjunction with those financial statements included in the Form 10-KSB. In
     the  opinion of Management, all adjustments considered necessary for a fair
     presentation,  consisting solely of normal recurring adjustments, have been
     made.  Operating  results  for the three-month period ended March 31, 2004,
     are  not necessarily indicative of the results that may be expected for the
     year  ending  December  31,  2004.

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 net losses of $356,008 and $257,395 for
     the  three-month periods ended March 31, 2004 and 2003, respectively. These
     recurring losses have produced an accumulated deficit of $11,152,196, and a
     working  capital deficit of $3,871,894 as of March 31, 2004. As a result of
     shortfalls  in  anticipated  funding,  the Company is delinquent on certain
     payroll  tax  deposits  due  the  IRS as well as certain payments due under
     notes  payable  agreements.  The  Company  is currently pursuing a business
     strategy  that  includes  potential  acquisitions  of  other  companies and
     marketing  to  new  customers.  While  pursuing  this strategy, the Company
     expects to experience cash flow deficits, which will necessitate additional
     financing.  However,  there can be no assurances that future debt or equity
     funding will be available or have terms the Company finds acceptable. These
     events raise substantial doubt as to the Company's ability to continue as a
     going  concern.  As  a  result,  the report of our independent accountants,
     which  accompanied our consolidated financial statements for the year ended
     December  31,  2003,  was  qualified  with  respect  to  that  risk.

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

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

<TABLE>
<CAPTION>
                                                                    2004      2003
                                                                  --------  --------
<S>                                                               <C>       <C>
     Note payable to an individual, bearing interest of 10%
       per year, payable on demand, uncollateralized              $245,000  $245,000

     Note payable to an individual                                 465,000   465,000

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

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


                                        8
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

     Notes payable to two companies and one individual,
       non-interest bearing, due in monthly installments,
       with maturities in 2003 and 2004                       165,844   165,844
                                                           ----------  --------
                                                           $1,050,844  $950,844
                                                           ==========  ========

     The Company is in default on $705,844 of the total notes payable balance as
     a result of being past due on payments as of March 31, 2004.

4.   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. As of March 31, 2004, 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 March 31,
     2004,  the  entire  balance  of  both  notes  was  past  due.

     On March 20, 2003, the Company entered into a note payable agreement with a
     stockholder in the amount of $175,000 bearing interest at 10% per annum and
     payable  on  June  30, 2003. On May 12, 2003, the Company extinguished this
     note payable plus $21,875 of accrued interest on such note through issuance
     of 1,000,000 shares of common stock and a new note in the amount of $96,875
     bearing  interest  at  10  percent  per  annum  and  payable  in 24 monthly
     installments  beginning July 1, 2003. At March 31, 2004, the balance of the
     long-term  portion  of this note was $13,190 and the balance of the current
     portion  of  this  note  was  $49,597.

     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  March  31,  2004,  the balance of this note was $92,725, and the
     Company  was  in default on the note due to non-payment of required monthly
     amounts  due  under  the  note.

     During  April  and July 2000, the Company incurred a related party accounts
     payable  liability  to  a  company owned by a shareholder. The total amount
     owed of $68,500 is included in accounts payable at March 31, 2004.

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

     At  March 31, 2004, the Company was delinquent on approximately $322,000 in
     payroll  tax deposits. The Company is subject to interest and penalties for
     making payroll tax deposits with the Internal Revenue Service after the due
     date.  The  Company  has  accrued  estimated interest and penalties through
     March  31,  2004.  Management believes additional interest and penalties if
     any  are levied will not be material to the Company's financial position or
     results  of  operations.


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


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

     Sharp  has  recently  formed  two  new  wholly-owned subsidiaries: SCAN USA
     Corporation ("SCAN"), and Reserve Energy Corporation ("REC").

     In  April 2004, SCAN entered into a preliminary term-sheet for a co-branded
     development  and  marketing  partnership  with  SBC  Communications ("SBC")
     calling  for  SBC  to  actively market the SCAN program to their 35 million
     telephone  customers  along  with  participating  in a marketing and public
     relations  press tour to promote the program. The program is designed to be
     the  first  alert system that allows public safety officials to send alerts
     of vital safety information to the PCs, cell phones and PDAs of subscribers
     on a localized basis. SCAN is to receive an initial set-up fee of $300,000,
     contingent upon the accomplishment of certain goals, plus fifteen cents per
     customer and a 10% override on all SBC services used by SCAN customers. The
     program  also provides SCAN the opportunity to distribute co-branded credit
     cards, pre-paid calling cards, security software and other security related
     products to a massive security conscious database. The final agreement with
     SBC  has  not  yet  been  executed.

     Effective  April 26, 2004, REC received a signed agreement for $1.1 million
     dollars  in bridge loan financing to be received on May 17, 2004. As of May
     17,  2004,  $200,000  was  received  under  the bridge loan. The loan bears
     interest  at  the  rate  of  8% per year and is convertible into REC common
     stock  at any time within one year of funding at a price of $.75 per share.
     The  loan  is  collateralized  by  3,300,000 shares of the Company's common
     stock.  The  loan  agreement  also  stipulates  the  issuance  of 1,100,000
     warrants  to  purchase  REC  common stock for an exercise price of $.75 per
     share.


                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF  OPERATIONS

The  following  discussion  should  be  read in conjunction with our audited and
unaudited  consolidated  financial statements and related notes thereto included
in  this  Form  10-QSB  and  our  10-KSB  filed with the Securities and Exchange
Commission  on  April  14,  2004.

FORWARD LOOKING STATEMENTS AND INFORMATION

We  include  the  following  cautionary  statement  in  this  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

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

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

In  April  2004,  SCAN  entered  into  a preliminary term-sheet for a co-branded
development and marketing partnership with SBC Communications calling for SBC to
actively  market  the SCAN program to their 35 million telephone customers along
with participating in a marketing and public relations press tour to promote the
program.  SCAN  is to receive an initial set-up fee of $300,000, contingent upon
the  accomplishment  of certain goals, plus fifteen cents per customer and a 10%
override on all SBC services used by SCAN customers.   The program also provides
SCAN  the  opportunity  to  distribute co-branded credit cards, pre-paid calling
cards,  security  software  and  other  security  related  products to a massive
security  conscious  database.

REC  plans  to  deploy a proprietary and patented filtering technology that will
convert  non-pipeline quality natural gas located in contaminated shut-in wells,
into  saleable  pipeline  quality  gas. One out of every three natural gas wells
contain  contaminants  that  make the gas un-marketable. If a well produces less
than  ten million cubic feet per day it is generally considered too expensive to


                                       11
<PAGE>
purchase  standard filtering equipment. These low producing wells are capped and
listed  as  "Shut-in wells". There are currently more than 200,000 shut-in wells
in  the  U.S.,  containing  an  estimated  60 trillion cubic feet of natural gas
valued  at  over  $240 billion. REC plans to capture a share of that market. REC
has  received  a  signed  agreement  for  $1.1  million  dollars  in bridge loan
financing  to  be  received  on  May  17, 2004. As of May 17, 2004, $200,000 was
received  under  the  bridge  loan.

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

During  the  past  year we have completely restructured STI. 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 time-release content with full security features.  These new
optical  media  CDs  have  proven to deliver a 14% to 47% average response rate,
compared  to  less  than  1% for direct mail and 3% for standard CDs. The new CD
also  prompts  the  customer  to  retain  the  CD  for  repeated  plays, thereby
increasing  its shelf life. The end result is that our one-dollar and fifty-cent
OMCD  is  more  cost  effective  than  the  standard  seventy-cent  commodity CD
currently being delivered by competing companies.  By achieving a 2.5% or better
response rate our technology is more cost effective than direct mail.

To further enhance our position in the marketplace, effective February 28, 2003,
we  acquired  a patented technology called Hyper CD.  Effective May 29, 2003, we
sold  this  technology  to  a  third  party  for cash and an exclusive five-year
technology  license  allowing us to make and sell Hyper CD products and services
in  the  co-branded  credit  card  and  e-finance  business  for  5  years. This
transaction allowed us to retain exclusivity while providing us working capital.
Last year the banking industry mailed 5 billion pieces of mail containing credit
card  offers  to  the American public.  Due to the deluge of credit card offers,
response  rates  have  now  dropped  below .05% causing the customer acquisition
costs  to  soar.

The benefit for large companies using our new Hyper CD's in their direct mail or
CD  mail  programs  is  a  dramatic increase in response rates that dramatically
reduces  the  cost  of  customer  acquisition.  We have recently entered into an
agreement  with  a  large  bank  to  test  our product with one of their airline
partners.  If  we deliver increased response rates on the test mailing, the bank
will  award  us  a  continuing  contract  for  a  mass  mailing of our products.

RESULTS  OF OPERATIONS FOR THE THREE-MONTH PERIODS ENDED MARCH 31, 2004 AND 2003

During  the  three-month  periods  ended  March  31, 2004 and 2003, we had total
revenues  of $22,000 and $1,000, respectively.  The $21,000 increase in revenues
in  2004  is  due  to  revenues  from  Hyper  CD  technology.

Costs  of sales totaled $47,000 and $-0- for the three-month periods ended March
31,  2004  and 2003, respectively.  The increase in cost of sales in 2004 is due
to  Hyper  CD  license  fees  and  direct production costs of products using the
technology.

Selling,  general  and administrative expenses totaled $308,000 and $203,000 for
the  three-month  periods  ended  March  31,  2004  and  2003, respectively. The
$105,000  increase  can  be  attributed  to  consulting expenses incurred in the
exploration and investigation of potential new business opportunities.


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<PAGE>
Interest  expense  totaled $23,000 and $56,000 for the three-month periods ended
March  31,  2004 and 2003, respectively.  The $33,000 decrease can be attributed
to  the  elimination of financing costs associated with debt obtained during the
first  quarter  of  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  March 31, 2004 we have an accumulated deficit of $11.2 million. Of that
amount,  $4  million  resulted  from  stock-based compensation and consideration
related  to  the  fair  market  value  of  stock  and  stock warrants granted in
connection  with  employee compensation, certain software development contracts,
financial  services  consulting agreements, and warrants granted to certain debt
holders.  We  have  a working capital deficit of $3.9 million at March 31, 2004.
Operating  losses  have  continued  during  2004.  As  a result of shortfalls in
anticipated  funding,  we are delinquent on certain payroll tax deposits due the
IRS  as  well  as  certain  payments due under notes payable agreements.  We are
currently  pursuing a business strategy that includes potential acquisitions and
marketing  to  potential new customers.  While pursuing this strategy, we expect
to  experience  cash flow deficits, which will necessitate additional financing.
However,  there  can be no assurances that future debt or equity funding will be
available  or  have  terms we find acceptable.  These events raise a substantial
doubt  as to our ability to continue as a going concern. As a result, the report
of  our  independent  public  accountants,  which  accompanied  our consolidated
financial  statements  for  the year ended December 31, 2003, was qualified with
respect  to  that  risk.

At  March  31,  2004  we  have  no material outstanding purchase commitments and
during fiscal years 2004 and 2003 there are no significant elements of income or
loss that do not arise from our continuing operations. Further, we do not expect
material  changes  in our results of operations from period to period based upon
the  seasonality  of  our  business.

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

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

CRITICAL  ACCOUNTING  POLICIES

We  believe  the  following  critical  accounting  policies  affect  our  more
significant  judgments  and  estimates  used  in preparation of our consolidated
financial  statements:

REVENUE  RECOGNITION
--------------------

We  generate  revenues  from  licensing  software  and  providing  post contract
customer  support  (PCS)  and  other  professional  services.  We  use  written
contracts  to  document  the  elements  and obligations of arrangements with our
customers.  At  times,  arrangements that include the licensing of software also
include  PCS,  such  as  the  right  to technical support.  When we sell several
elements  to  a  customer  through  a  single  contract,  the revenues from such
multiple-element  arrangements  are  allocated  to  each  element  based  upon
vendor-specific  objective  evidence  of  fair value, if available.  We have not
established  sufficient vendor-specific objective evidence of fair value for PCS
since  this element is not sold separately from software licenses.  Accordingly,
we  recognize  revenue  from software licenses that include PCS ratably over the
term  of  technical  support.

ACCOUNTING  FOR  STOCK-BASED  COMPENSATION
------------------------------------------

In  accordance  with SFAS No. 123, "Accounting for Stock-Based Compensation," we
have  elected  to  account  for  stock-based compensation plans under Accounting
Principles  Board  (APB)  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees", and to provide the proforma disclosures required by SFAS No. 123.


                                       13
<PAGE>
ITEM  3.  CONTROLS  AND  PROCEDURES

As  of  March  31,  2004,  the  Company  carried  out  an  evaluation, under the
supervision  and  with  the participation of the Company's management, including
the  Company's  Chief  Executive Officer and Principal Financial Officer, of the
effectiveness  of  the  design  and  operation  of  the  Company's  disclosure
controls  and  procedures  (as  defined  in Exchange Act Rule 13a-15(e) and Rule
15d-15(e)).  Based  upon  that evaluation, the Company's Chief Executive Officer
and Principal Financial Officer concluded that the Company's disclosure controls
and  procedures  are effective at a reasonable level in timely alerting them  to
material  information  relating  to  the Company that is required to be included
in  the  Company's  periodic  filings  with  the  Securities  and  Exchange
Commission.  There  has  been  no  change in the Company's internal control over
financial  reporting  that  occurred  during  the  Company's  most recent fiscal
quarter  that  has  materially  affected  or  is reasonably likely to materially
affect, the Company's internal control over financial reporting.

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


                                       14
<PAGE>
                                     PART II

ITEM  2.    CHANGES  IN  SECURITIES

RECENT SALE OF UNREGISTERED SECURITIES

During  the  quarter ended March 31, 2004, we made the following transactions in
reliance  upon  exemptions from registration under the Securities Act of 1933 as
amended  (the  "Act").

Unless stated otherwise, we believe that:
(1)  Each  of  the  persons  who  received  these  unregistered  securities  had
     knowledge  and  experience  in financial and business matters which allowed
     them  to  evaluate  the merits and risk of the receipt of these securities,
     and  that  they  were  knowledgeable  about  our  operations  and financial
     condition.
(2)  No  underwriter  participated in, nor did we pay any commissions or fees to
     any  underwriter  in  connection  with  the  transactions.
(3)  No  transaction  involved  a  public  offering.
(4)  Each  certificate  issued  for  these  unregistered  securities contained a
     legend  stating  that the securities have not been registered under the Act
     and  setting  forth the restrictions on the transferability and the sale of
     the  securities.

In  March 2004, the Company sold 330,000 shares of common stock to an individual
pursuant  to  a  private  offering,  proceeds  from  the  sale  of  $30,000  was
recognized.  This  transaction  was made in reliance on Section 4(2) of the Act.

ITEM  5.  OTHER  INFORMATION

Our  Board  of  Directors  has  not  adopted  a formal policy with regard to the
process  to  be  used  for identifying and evaluating nominees for director.  At
this  time, the consideration of candidates for the Board of Directors is in the
Board's  discretion,  which  we  believe  is  adequate  based on the size of the
Company  and  each  current  board  member's  qualifications.

ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)       EXHIBITS

Exhibit  No.     Identification  of  Exhibit

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

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

32.1      Certification  of  Chief  Executive Officer Pursuant to Section 906 of
          the  Sarbanes-Oxley  Act  of  2002

32.2      Certification  of  Principal Financial Officer Pursuant to Section 906
          of  the  Sarbanes-Oxley  Act  of  2002


(b)       REPORTS  ON  FORM  8-K

None


                                       15
<PAGE>
                                   SIGNATURES

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

Sharp Holding Corporation


By:  /s/  George Sharp                                      May 18, 2004
------------------------------------------------
George Sharp, Director, Chief Executive Officer,
Principal Financial Officer and President


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<PAGE>