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, 2001

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

                         Commission file number 0-28829

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

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

                 5120 WOODWAY,  SUITE 9029, HOUSTON, TEXAS 77056
  ----------------------------------------------------------------------------
              (Address of Principal Executive Offices)   (Zip Code)

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

                       CELEBRITY ENTERTAINMENT GROUP, INC.
      --------------------------------------------------------------------
              (Former Name, Former Address, and Former Fiscal year,
                          if Changed Since Last Report)

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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of  May  10,  2001,  there  were 9,235,823 shares of common stock, $.001 par
value,  outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


     PART  I

     Item  1.    Financial  Statements

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


     PART  II

     Item  4.    Submission  of  Matters  to  a  Vote  of  Security  Holders

     Item  5.    Other  Information

     Item  6.    Exhibits  and  Reports  on  Form  8-K

                                     PART I

ITEM  1.   FINANACIAL  STATEMENTS

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

     Consolidated  Statements  of  Operations  for  the
     three  months  ended  March  31,  2001  and  2000  (unaudited)

     Consolidated  Statements  of  Cash  Flows  for  the
     three  months  ended  March  31,  2001  and  2000  (unaudited)

     Notes  to  Consolidated  Financial  Statements


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

                 CONSOLIDATED BALANCE SHEETS--MARCH 31, 2001 AND DECEMBER 31, 2000
                 -----------------------------------------------------------------


                                                                            2001          2000
                                                                            ----          ----
                                                                        (unaudited)
<S>                                                                     <C>           <C>

                                     ASSETS
                                     ------

CURRENT ASSETS:
  Cash and cash equivalents                                             $    84,589   $    55,586
  Accounts receivable                                                       100,000       721,465
                                                                        ------------  ------------

                  Total current assets                                      184,589       777,051

PROPERTY AND EQUIPMENT, net                                                 106,027       117,849

SOFTWARE DEVELOPMENT COSTS AND OTHER, net                                   154,340       266,611
                                                                        ------------  ------------

                  Total assets                                          $   444,956   $ 1,161,511
                                                                        ============  ============

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

CURRENT LIABILITIES:
  Accounts payable                                                      $   974,193   $   724,840
  Accrued liabilities                                                       375,320       254,167
  Software obligations payable                                               75,000       100,000
  Notes payable to related parties                                          255,000       100,000
  Notes payable                                                             560,000       833,750
  Current portion of deferred revenue                                       544,025       364,025
                                                                        ------------  ------------

                  Total current liabilities                               2,783,538     2,376,782

DEFERRED REVENUE, net of current portion                                    226,678       242,683

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value, 100,000,000 shares authorized,
  9,235,823 shares issued and outstanding                                     9,236         9,236
  Additional paid-in capital                                              5,138,033     5,079,177
  Accumulated deficit                                                    (7,712,529)   (6,546,367)
                                                                        ------------  ------------

                  Total stockholders' equity (deficit)                   (2,565,260)   (1,457,954)
                                                                        ------------  ------------

                  Total liabilities and stockholders' equity (deficit)  $   444,956   $ 1,161,511
                                                                        ============  ============
</TABLE>

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


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

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

                  FOR THE THREE MONTHS ENDED MARCH 31, 2001, AND 2000.
                  ----------------------------------------------------
                                    (unaudited)

                                                                  2001          2000
                                                              ------------  ------------
<S>                                                           <C>           <C>
REVENUES:
  Subscriptions                                               $    45,000   $   353,550
  Licenses                                                         91,005             -
  Services and other                                               33,474       125,000
                                                              ------------  ------------

                  Total revenues                                  169,479       478,550

OPERATING EXPENSES:
  Cost of sales and services                                      203,231       230,853
  Selling, general and administrative, including stock-based
    consideration of $58,856 and $2,104,062, respectively       1,081,980     2,673,336
                                                              ------------  ------------

                  Total operating expenses                      1,285,211     2,904,189
                                                              ------------  ------------

                  Loss from operations                         (1,115,732)   (2,425,639)

INTEREST EXPENSE                                                   28,972        36,168

OTHER EXPENSE                                                      21,458        20,359
                                                              ------------  ------------

                  Net loss                                    $(1,166,162)  $(2,482,166)
                                                              ============  ============

BASIC AND DILUTED NET LOSS PER SHARE                          $     (0.13)  $     (0.43)
                                                              ============  ============

WEIGHTED AVERAGE SHARES USED IN COMPUTING BASIC AND
  DILUTED NET LOSS PER SHARE                                    9,235,823     5,837,692
                                                              ============  ============
</TABLE>

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


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

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

                          FOR THE THREE MONTHS ENDED MARCH 31, 2001 AND 2000
                          --------------------------------------------------
                                             (unaudited)

                                                                               2001          2000
                                                                           ------------  ------------
<S>                                                                        <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                                 $(1,166,162)  $(2,482,166)
  Adjustments to reconcile net loss to net cash used in operating
    activities-
      Stock-based consideration                                                 58,856     2,104,062
      Depreciation                                                              11,822         8,686
      Changes in operating assets and liabilities-
        Decrease in accounts receivable                                        621,465       186,450
        Decrease (increase) in other current assets                                  -        (6,593)
        Decrease (increase) in other assets                                    112,271       (22,273)
        Increase in accounts payable and accrued liabilities                   370,506       120,582
        (Decrease) in software obligations payable                             (25,000)      (62,047)
        Increase in deferred revenue                                           163,995             -
                                                                           ------------  ------------

                       Net cash provided / (used) in operating activities      147,753      (153,299)
                                                                           ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
Purchases of property and equipment                                                  0       (18,400)
                                                                           ------------  ------------

                       Net cash provided / (used) in operating activities            0       (18,400)
                                                                           ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from borrowings                                                       405,000     1,519,082
Repayment of borrowings                                                       (523,750)   (1,150,097)
                                                                           ------------  ------------

                       Net cash provided / (used) in operating activities     (118,750)      368,985
                                                                           ------------  ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                                       29,003       197,286

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                                55,586        25,716
                                                                           ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                                 $    84,589   $   223,002
                                                                           ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                                   $    20,816   $    51,401
</TABLE>

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


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


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

                                 MARCH 31, 2001
                                 --------------


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

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


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

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

Through  March  31, 2001, we had an accumulated deficit of $7.7 million. Of that
amount,  $2.9  million  resulted from stock-based compensation and consideration
granted  through  that  date related to the fair market value of stock and stock
warrants  granted  in  connection  with  certain software development contracts,
financial  services  consulting  agreements and warrants granted to certain debt
holders.  We  have  a working capital deficit of $2.6 million at March 31, 2001,
and operating losses have continued through the date of this report. As a result
of  shortfalls in anticipated funding, we have made certain payroll tax deposits
with  the Internal Revenue Service after the due date and are delinquent on such
payments  at  March  31,  2001 (See Note 6). We are also subject to interest and
penalties  in connection with our delinquent tax payments. On March 29, 2001, we
secured  a  guarantee  from  our  chief executive officer for the payment of all
delinquent  payroll  taxes  and  any  related  penalties  and  interest.  We are
currently  pursuing a business strategy that includes building a reserve for the
payment  of  future  payroll taxes, increasing the Company's sales and marketing
efforts  and  decreasing  operating  expenses.  While pursuing this strategy, we



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


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

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


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

On  March  1,  2001,  the  Company  entered  into note payable agreements with a
stockholder  in  the  amount of $100,000.  The note bears interest at 10 percent
per  annum  and  is payable on demand. On November 16 and December 12, 2000, the
Company entered into note payable agreements with this stockholder in the amount
of  $60,000  and  $40,000,  respectively.  These  notes also bear interest at 10
percent  per  annum and are payable on demand.  As of March 31, 2001, the entire
balance  of  all  three  notes  was  outstanding.

During March 2001, the Company obtained a guarantee from George Sharp, its chief
executive  officer,  to  pay all payroll taxes outstanding as of March 15, 2001,
together  with  the  amount  of  any related interest and penalty. The guarantee
calls  for  Mr.  Sharp to make a loan to the Company to cover these amounts. The
note  will  be payable upon demand by Mr. Sharp and will bear interest at a rate
of  10%  per  annum.

During  March  2001,  we  borrowed  a  total  of  $55,000  under the terms of an
unsecured  credit  line agreement with Commercial Capital Trading Corporation, a
company  owned  by  our  chief  executive officer, George Sharp. The credit line
bears  interest  at  10%  per  annum  and  is  payable,  in  full,  on  demand.


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

On  April  19,  2001,  pursuant  to  an  affirmative  vote  of its shareholders,
Celebrity Entertainment Group Inc., entered into an Agreement and Plan of Merger
with  and  into its wholly-owned Delaware subsidiary, Sharp Holding Corporation.
At  the  close of the transaction, our new certificate of incorporation provides
for  80,000,000 shares of common stock authorized, $.001 par value, 9,235,823 of
which  are  issued  and  outstanding;  and  20,000,000 shares of preferred stock
authorized,  $.001  par  value,  none  of  which  are  issued  or  outstanding.


6.   COMMITMENTS  AND  CONTINGENCIES:
     --------------------------------

At  March  31,  2001,  the  Company  was delinquent on approximately $305,000 in
payroll  tax.  The  Company is also 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, 2001.
Management  believes  additional interest and penalties, if any are levied, will
not be material to the Company's financial position or results of operations. In
March 2001, the Company obtained a guarantee from its CEO for the payment of all
delinquent payroll taxes and any related penalties and interest. No amounts have
been  funded  or  paid  under  this  guarantee  as  of  May  11,  2001.

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


<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  2,  2001.

FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

Sharp  Holding  Corporation,  a  Delaware  corporation,  formerly  Celebrity
Entertainment  Group,  Inc.  ("Celebrity")  together  with  its  wholly-owned
subsidiary,  Sharp  Technology,  Inc.,  a Delaware corporation (the "Company" or
"we") is including the following cautionary statement in this 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 behalf of, the Company. Forward-looking statements include statements
concerning  plans,  objectives,  goals, strategies, future events or performance
and underlying assumptions and other statements, which are other than statements
of  historical  facts. Certain statements in this Form10-QSB are forward-looking
statements.  Words such as " 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 are believed to have a reasonable
basis,  including  without  limitation,  management's  examination of historical
operating  trends,  data  contained in our records and other data available from
third  parties,  but  there  can  be no assurance that management's expectation,
beliefs  or  projections  will  result,  be  achieved,  or  be  accomplished.

OPERATIONS

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

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

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

RESULTS  OF  OPERATIONS  FOR THE THREE MONTH PERIOD ENDED MARCH 31, 2001 AND THE
THREE  MONTH  PERIOD  ENDED  MARCH  31,  2000

During  the  three  month  period ended March 31, 2001, we had total revenues of
$169,000  compared to total revenues of $479,000 for the same period ended March
31,  2000.  The  decrease in revenues of $310,000 between periods results from a
decrease  in  revenue  recognized  in  connection with our contracts with Qwest.
Deferred revenue related to these contracts, however, increased from $0 at March
31, 2000 to $771,000 at March 31, 2001. Deferred revenue as of December 31, 2000
totaled  $607,000.


<PAGE>
Our costs of sales and services relate to development, fulfillment and technical
support.  These  costs  were $203,000 for the three month period ended 2001, and
$231,000  for  the  same  period  ended  March 31, 2000. The decrease of $28,000
between  periods  relates  primarily  to  a  decrease  in  the  amortization  of
capitalized  development  costs  incurred  in connection with our first software
collection  and  a  decrease in development expenditures related to our Internet
content  filter,  "It's  Your Net." These decreases were in large part offset by
increased  costs  incurred  in  connection  with development and amortization of
expenses  related  to  our  Internet  security  program,  "Hack  Tracer."

The  Company's  selling, general and administrative expenses were $1,082,000 and
$2,673,000  for  the  three  month  periods  ended  March  31,  2001  and  2000,
respectively.  The $1,591,000 decrease in these expenditures between periods can
be  attributed  to  $2.1  million in stock-based compensation granted during the
first  three  months  of  2000  in  connection with certain software development
contracts  and financial consulting agreements. During the first three months of
2001,  only  $59,000  of  such expense was incurred. The decrease in stock-based
compensation  expense  was  offset,  in  part,  by  increases  in  our  monthly
expenditures  for  labor-related  expense and legal and professional fees. These
expenses  escalated  during  fiscal  year  2000 as a result of our expansion and
financing plans. Beginning in March 2001, we have begun a program to control and
reduce  our  costs  in  these  areas.

The  decrease  in  our  net  loss of approximately $1.3 million during the first
three  months  of  2001  as  compared  to  the  same  period  during 2000 can be
attributed  to  a  $2.0  million  decrease in the recognition of the fair market
value  of  stock-based  compensation during the first three months of 2001. This
increase  has been offset, in part, by increases in our monthly expenditures for
labor-related  expense and legal and professional fees. These expenses escalated
during  fiscal  year  2000  as  a  result  of our expansion and financing plans.
Beginning  in March 2001, we initiated a program to control and reduce our costs
in  these  areas.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  March  31, 2001, we had an accumulated deficit of $7.7 million. Of that
amount,  $2.9  million  resulted from stock-based compensation and consideration
granted  through  that  date related to the fair market value of stock and stock
warrants  granted  in  connection  with  certain software development contracts,
financial  services  consulting  agreements and warrants granted to certain debt
holders.  We  have  a working capital deficit of $2.6 million at March 31, 2001,
and operating losses have continued through the date of this report. As a result
of  shortfalls in anticipated funding, we have made certain payroll tax deposits
with  the Internal Revenue Service after the due date and are delinquent on such
payments  at  March  31,  2001. We are also subject to interest and penalties in
connection  with  our  delinquent  tax payments. On March 29, 2001, we secured a
guarantee  from  our  chief  executive officer for the payment of all delinquent
payroll  taxes and any related penalties and interest. We are currently pursuing
a  business  strategy that includes building a reserve for the payment of future
payroll  taxes,  increasing  the  Company's  sales  and  marketing  efforts  and
decreasing  operating  expenses.  While  pursuing  this  strategy,  we expect to
experience  cash  flow deficits, which will necessitate additional financing. We
are  confident  that  alternative  forms  of  financing  and  liquidity  will be
available,  however,  there  can  be  no  assurances  that future debt or equity
funding  will be available or have terms acceptable to the Company. These events
raise  substantial  doubt  as to our ability to continue as a going concern. The
report  of our independent public accountants which accompanied our consolidated
financial  statements  for  the  year ended December 31, 2000 was qualified with
respect  to  that  risk.

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


<PAGE>
At  March  31,  2001,  we  have no material outstanding purchase commitments and
during  three  month  periods  ending  March  31,  2001  and  2000, there are no
significant  elements  of  income  or loss that do not arise from our continuing
operations. Further, with the exception of the potential impact of the Christmas
buying  season  on the results of our e-commerce efforts, which is not currently
estimable,  management  does  not  expect  material  changes  in  its results of
operations  from  period  to  period based upon the seasonality of its business.


                                     PART II


ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

On April 5, 2001, we held a special meeting of shareholders pursuant to a Notice
of  Special  Meeting  and  Proxy  Statement  dated March 5, 2001, distributed to
shareholders  of  record as of February 27, 2001. The meeting was called for the
following  purposes:

1.   To  approve  the  reincorporation of Celebrity as a Delaware corporation by
     means  of  a  merger  of  Celebrity with and into its wholly-owned Delaware
     subsidiary,  Sharp  Holding  Corporation  (Sharp  Holding).
2.   To  transact  such  other  business as may properly come before the Special
     Meeting,  including  any  motion  to  adjourn  to  a  later  date to permit
     solicitation  or  receiving  of  proxies  if  necessary,  or  before  any
     adjournments  thereof.

The  reincorporation  of  Celebrity  was  approved  by  an  affirmative  vote of
6,093,960 shares. There were no votes against the proposal, 145 shares abstained
from  voting.  No  other  business  came  before  the  Special  Meeting.

ITEM  5.   OTHER  INFORMATION

On  April  19,  2001,  pursuant  to  an  affirmative  vote  of its shareholders,
Celebrity  entered into an Agreement and Plan of Merger (the Agreement) with and
into its wholly-owned Delaware subsidiary, Sharp Holding. Under the terms of the
Agreement,  Sharp  Holding  was the surviving corporation. As a result, our name
was  changed  from  Celebrity  Entertainment  Group,  Inc.,  to  Sharp  Holding
Corporation,  and  our  state  of  domicile  was moved from Wyoming to Delaware.
Further, all of the issued and outstanding shares of Celebrity common stock, and
all  stock  options  and  stock  purchase  rights  outstanding in Celebrity were
exchanged  for an identical number of shares and rights in Sharp Holding. At the
close  of  the  transaction,  our  new certificate of incorporation provides for
80,000,000  shares  of  common  stock  authorized, $.001 par value, 9,235,823 of
which  are  issued  and  outstanding;  and  20,000,000 shares of preferred stock
authorized,  $.001 par value, none of which are issued or outstanding. It is not
necessary  for  shareholders  to  exchange  their existing stock certificates of
Celebrity  for  the  stock  certificates  of  Sharp  Holding.

After  completion  of the merger, George Sharp, Gilbert Gertner and Alan Pavsner
remained  our  only  Directors  and  the  following  persons from Celebrity were
retained  as  officers  of  the  Company:

George  Sharp  -  President,  Secretary  and  Chief  Executive  Officer
Robert  Wesolek  -  Treasurer  and  Chief  Financial  Officer;  and
Lou  Schwartz  -  Vice  President

In  connection  with  the  merger,  we  have  also changed our trading symbol on
National  Association  of  Securities  Dealers OTC Bulletin Board from "CLNG" to
"SHAR."

On  March  1,  2001  we entered into a note payable agreement for  $100,000 with
Gilbert Gertner, a shareholder and member of Celebrity's Board of Directors. The
note  bares  interest  at  10%  per  annum  and  is payable, in full, on demand.


<PAGE>
During  March  2001,  we  borrowed  a  total  of  $55,000  under the terms of an
unsecured  credit  line agreement with Commercial Capital Trading Corporation, a
company  owned  by  our  chief  executive officer, George Sharp. The credit line
bares  interest  at  10%  per  annum  and  is  payable,  in  full,  on  demand.


ITEM  6.    EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

Exhibit  No.   Identification  of  Exhibit

2.1            Agreement  and  Plan  of  Merger  of Sharp Holding Corporation, a
               Delaware  Corporation, and Celebrity Entertainment Group, Inc., A
               Wyoming  Corporation  dated  April  19,  2001 previously filed on
               March  5,  2001 in connection with our Definitive Proxy Statement
               as  Appendix  A.

3.1  (a)       Articles  of  Incorporation  of  Sharp Holding Corporation, dated
               February 16, 2001 previously filed on March 5, 2001 in connection
               with  our  Definitive  Proxy  Statement  as  Appendix  B.

3.1  (b)       By-Laws  of  Sharp  Holding  Corporation, dated February 16, 2001
               previously  filed  on  March  5,  2001  in  connection  with  our
               Definitive  Proxy  Statement  as  Appendix  C.

10.1 (a)       Promissory  Note  between  Sharp  Technology,  Inc.  and  Gilbert
               Gertner  dated  March  1,  2001.

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

99.1           Certificate of Merger issued by the Secretary of State of Wyoming
               dated  April  12,  2001  previously  filed  on  March  5, 2001 in
               connection  with  our Definitive Proxy Statement as Exhibit 99.1.

99.2           Certificate  of  Merger  issued  by  the  Secretary  of  State of
               Delaware  dated  April 19, 2001 previously filed on March 5, 2001
               in  connection  with  our  Definitive  Proxy Statement as Exhibit
               99.2.

(b)  REPORTS  ON  FORM  8-K

On  January  2,  2001,  we filed a report on Form 8-K in connection with Item 2,
Acquisitions  or  Dispositions  of  Assets,  relating  to  our merger with Sharp
Technology,  Inc.  which  occurred  on  December  18,  2000.

On  February  14, 2001, we filed a report on Form 8-K in connection with Item 4,
Changes  in  Registrant's  Certifying Accountant, relating to our appointment of
Arthur  Andersen  LLP  as  independent  public  accountants  for  Celebrity
Entertainment  Group,  Inc.,  which  occurred  February  9,  2001.

On  March  5,  2001,  we filed a report on Form 8-K/A in connection with Item 7,
Financial Statements and Exhibits, relating to our merger with Sharp Technology,
Inc.  which  occurred  on  December  18,  2000.  In this report, we included the
audited  Balance  Sheets for Sharp Technology, Inc., as of December 31, 2000 and
1999;  together  with  that  company's  audited  Statements  of  Operations,
Stockholders'  Equity  (Deficit)  and  Cash Flow for the year ended December 31,
2000  and  for the period from inception (October 13, 1998) through December 31,
1999.


<PAGE>
On  March  20,  2001,  we  filed  a  report  on form 8-K/A in connection with an
amendment  of Item 4, Changes in Registrant's Certifying Accountant, relating to
our  appointment  of  Arthur  Andersen LLP as independent public accountants for
Celebrity  Entertainment  Group,  Inc.,  which  occurred  February  9,  2001.


SIGNATURES

In  accordance  with  the  requirements of Sections 13 and 15(d) of the Exchange
Act,  the  Registrant  has  caused  this report to be filed on its behalf by the
undersigned,  thereunto  duly  authorized,  May  14,  2001.

Sharp Holding Corporation, formerly Celebrity Entertainment Group, Inc.


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


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


INDEX  OF  EXHIBITS

Exhibit  No.   Identification  of  Exhibit

2.1            Agreement  and  Plan  of  Merger  of Sharp Holding Corporation, a
               Delaware  Corporation, and Celebrity Entertainment Group, Inc., A
               Wyoming  Corporation  dated  April  19,  2001 previously filed on
               March  5,  2001 in connection with our Definitive Proxy Statement
               as  Appendix  A.

3.1  (a)       Articles  of  Incorporation  of  Sharp Holding Corporation, dated
               February 16, 2001 previously filed on March 5, 2001 in connection
               with  our  Definitive  Proxy  Statement  as  Appendix  B.

3.1  (b)       By-Laws  of  Sharp  Holding  Corporation, dated February 16, 2001
               previously  filed  on  March  5,  2001  in  connection  with  our
               Definitive  Proxy  Statement  as  Appendix  C.

10.1 (a)       Promissory  Note  between  Sharp  Technology,  Inc.  and  Gilbert
               Gertner  dated  March  1,  2001.

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

99.1           Certificate of Merger issued by the Secretary of State of Wyoming
               dated  April  12,  2001  previously  filed  on  March  5, 2001 in
               connection  with  our Definitive Proxy Statement as Exhibit 99.1.


<PAGE>
99.2           Certificate  of  Merger  issued  by  the  Secretary  of  State of
               Delaware  dated  April 19, 2001 previously filed on March 5, 2001
               in  connection  with  our  Definitive  Proxy Statement as Exhibit
               99.2.


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