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 September 30, 2002

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

                         Commission file number 0-28829

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

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

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

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

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


                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of November 14, 2002 there were 13,264,448 shares of common stock, $.001 par
value,  outstanding.

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


<PAGE>
                                TABLE OF CONTENTS


PART I

Item 1.    Financial Statements

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

Item 3.    Evaluation of disclosure controls and procedures


PART II

Item 1.    Legal Proceedings

Item 2.    Changes in Securities

Item 6.    Exhibits and Reports on Form 8-K



<PAGE>
                                     PART I

ITEM  1.   FINANCIAL  STATEMENTS

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

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

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

     Notes to Consolidated Financial Statements



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

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


                                                                     2002          2001
                                                                 ------------  ------------
                                                                  (unaudited)
                             ASSETS
                             ------
<S>                                                              <C>           <C>
Current assets:
  Cash and cash equivalents                                      $     1,193   $    27,295
  Accounts receivable                                                  1,054         2,012
  Other                                                               23,815             -
                                                                 ------------  ------------

     Total current assets                                             26,062        29,307

Property and equipment, net                                           41,882        71,818

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

     Total assets                                                $    68,494   $   102,575
                                                                 ============  ============

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

Current liabilities:
  Accounts payable                                               $   983,751   $   879,866
  Accrued liabilities                                              1,131,004       567,623
  Notes payable to related parties                                   516,188       328,065
  Notes payable                                                      260,000       290,000
  Current portion of deferred revenue                                      -       360,688
                                                                 ------------  ------------

     Total current liabilities                                     2,890,943     2,426,242

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 80,000,000 shares authorized,
    13,264,448 shares and 10,216,448 shares issued and
    outstanding, respectively                                         13,265        10,217
  Additional paid-in capital                                       6,186,054     5,957,202
  Accumulated deficit                                             (9,021,768)   (8,291,086)
                                                                 ------------  ------------

     Total stockholders' deficit                                  (2,822,449)   (2,323,667)
                                                                 ------------  ------------

     Total liabilities and stockholders' deficit                 $    68,494   $   102,575
                                                                 ============  ============
</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
                                   -------------------------------------

                                                (unaudited)


                                                          Three Months Ended         Nine Months Ended
                                                      ------------------------  --------------------------
                                                            September 30,               September 30,
                                                      ------------------------  --------------------------
                                                          2002         2001         2002          2001
                                                      ------------  ----------  ------------  ------------
<S>                                                   <C>           <C>         <C>           <C>
Revenues:
  Subscriptions                                       $    29,500   $  195,000  $   118,000   $   285,000
  Licenses                                                 60,672       91,045      242,688       273,055
  Services and other                                        1,369      682,312       12,761       744,580
                                                      ------------  ----------  ------------  ------------

             Total revenues                                91,541      968,357      373,449     1,302,635

Operating expenses:
  Cost of sales and services                                    -       40,432          706       351,605
  Selling, general and administrative, including
    stock-based consideration of $93,740 and
    $115,300 for the 3 months ended September
    30, 2002 and 2001, $93,890 and $487,656
    for the 9 months ended September 30, 2002
    and 2001.                                             481,509      354,259      941,235     2,221,249
                                                      ------------  ----------  ------------  ------------

             Total operating expenses                     481,509      394,691      941,941     2,572,854
                                                      ------------  ----------  ------------  ------------

      Income / (loss) from operations                    (389,968)     573,666     (568,492)   (1,270,219)

Interest expense                                           67,791       23,021      147,275        79,554

Other expense                                               1,589        9,524       14,915        54,397
                                                      ------------  ----------  ------------  ------------

      Net income / (loss), before extraordinary item     (459,348)     541,121     (730,682)   (1,404,170)

Extraordinary item, gain on settlement of
  payables.                                                     -        2,217            -        47,317


              Net income / loss                       $  (459,348)  $  543,338  $  (730,682)  $(1,356,853)
                                                      ============  ==========  ============  ============

Income / (loss), before extraordinary gain per share  $     (0.04)  $     0.05  $     (0.07)  $     (0.15)

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

Basic and diluted net income / (loss) per share       $     (0.04)  $     0.05  $     (0.07)  $     (0.14)
                                                      ============  ==========  ============  ============

Weighted average shares used in
  computing basic and diluted net
  loss per share                                       11,688,405    9,976,285   10,712,492     9,512,219
                                                      ============  ==========  ============  ============
</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 NINE MONTHS ENDED SEPTEMBER 30, 2002 AND 2001
                -----------------------------------------------------


                                                                2002         2001
                                                             ----------  ------------
                                                             (unaudited)
<S>                                                          <C>         <C>
Cash flows from operating activities:
  Net loss                                                   $(730,682)  $(1,356,853)
  Adjustments to reconcile net loss to net cash used in
    operating activities-
    Extraordinary gain                                               -       (47,317)
    Stock-based consideration                                   93,890       487,656
    Depreciation                                                29,936        35,499
    Changes in operating assets and liabilities-
      Decrease (increase) in accounts receivable                   958       (32,209)
      Increase in other current assets                          (3,815)            -
      Decrease in other assets                                     900       249,429
      Increase in accounts payable and accrued liabilities     715,276       687,801
      Decrease in software obligations payable                       -       (25,000)
      Decrease in deferred revenue                            (360,688)      (58,015)
                                                             ----------  ------------

        Net cash used in operating activities                 (254,225)      (59,009)
                                                             ----------  ------------

Cash flows from investing activities
  Purchases of property and equipment                                -        (1,150)
                                                             ----------  ------------

        Net cash used in investing activities                        -        (1,150)
                                                             ----------  ------------

Cash flows from financing activities:
  Proceeds from borrowings                                     324,750       595,355
  Repayment of borrowings                                      (96,627)     (586,540)
                                                             ----------  ------------

        Net cash provided by financing activities              228,123         8,815
                                                             ----------  ------------

Net decrease in cash and cash equivalents                      (26,102)      (51,344)

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

Cash and cash equivalents at end of period                   $   1,193   $     4,242
                                                             ==========  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                     $  18,639   $    35,778

Supplemental disclosure of noncash investing and
  financing activities:
    Payables converted to common stock and paid-in capital     138,010        95,500
</TABLE>

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


<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                               SEPTEMBER 30, 2002



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

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


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

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

The  Company  has  reported  a loss of $459,348 for the three-month period ended
September  30,  2002,  compared  with net income of $543,338 for the three-month
period  ended  September  30,  2001,  the  Company  has  also reported losses of
$730,682  and $1,356,853 for the nine-month periods ended September 30, 2002 and
2001, respectively.  These recurring losses have produced an accumulated deficit
of  $9,021,768,  and a working capital deficit of $2,864,881 as of September 30,
2002.  Although  the  company  has  made  major reductions in operating expenses
during  the  nine-month  period  ended  September 30, 2002, operating losses and
negative  cash  flows  have  continued during 2002. As a result of shortfalls in
anticipated  funding,  the Company is delinquent on certain payroll tax deposits
due  the  IRS.  The Company expects cash flow deficits will continue, which will
necessitate additional financing. Management is confident that alternative forms
of  financing  and  liquidity  will  be  available;  however,  there  can  be no
assurances  that  future  debt or equity funding will be available or have terms
the  Company  will find acceptable. These events raise a substantial doubt as to
the Company's ability to continue as a going concern. As a result, the report of
our  independent  accountants,  which  accompanied  our  consolidated  financial
statements  for  the year ended December 31, 2001, was qualified with respect to
that  risk.


3.   RECLASSIFICATION:
     -----------------

Certain  amounts  presented  in  the  Company's  financial  statements  for  the
nine-month period ended September 30, 2001, have been reclassified to conform to
current  year  presentation.


<PAGE>
4.   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  was  to  contain  six  volumes  of  software.
Consideration for distribution of the New Collection was $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 was required to
provide  Internet  support  for  the  term  of  the  agreement. The $300,000 was
recognized  ratably  over  the  two-year  term  of the agreement, which ended in
August  of  2002.

Due  to  non-performance  of the contract by Qwest, the New Collection was never
distributed.


5.   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 September 30, 2002, the
entire  balance  of  all  three  notes  was  outstanding.

During  March  2001, the Company entered into an unsecured credit line agreement
with  Commercial  Capital  Trading  Corporation,  a  company  owned by our chief
executive officer. During the three-month and nine-month period ending September
30, 2002 the Company repaid $15,100 and $81,177, respectively.  The total amount
due  of  $46,188  at  September  30, 2002 bears interest at 10% per annum and is
payable,  in  full,  on  demand.

During  April  and  June  of  2002,  the  Company entered into two notes payable
agreements  with  a  stockholder  in  the  amount  of  $140,000  and  $130,000,
respectively.  The  notes  bear interest at 10 percent per annum and are payable
in January 2003 and September 2002, respectively.  As of September 30, 2002, the
entire  balance  of  both  notes  was  outstanding.


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

In  August  2002,  the  Company  issued an aggregate of 940,000 shares of common
stock  (valued  at  $140,550)  to  seven vendors as payment-in-kind for services
rendered.  The  Company  also  issued  an  aggregate of 608,000 shares of common
stock  (valued  at  $91,200)  to  five  employees,  or  former  employees,  as
payment-in-kind  for  employee  compensation.  In  August 2002, the Company also
issued  an  aggregate of 1,500,000 shares of common stock to serve as collateral
for  the  terms  of  a  settlement  agreement related to the claim of one of its
creditors  (see  Note 7).  The stock is to be held in escrow until January 2003,
at  which  time  it will be returned to the Company if debt repayment is made by
December  31,  2002.


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

At  September  30, 2002, 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 September
30,  2002.  Management  believes  additional  interest and penalties, if any are
levied  will  not  be material to the Company's financial position or results of
operations.


<PAGE>
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,  we  completed  the  development of a certain Internet software
application  which  Qwest promised to advertise and actively market for a period
of  three  years  to its current and future Internet access customers. Qwest has
failed  to  fulfill  its  marketing  commitments under this agreement. Under the
terms  of  the  agreement  Qwest  must reimburse the Company for the damages the
Company  suffered  due  to Qwest's breach of the agreement. The Company plans to
pursue  all  remedies  available  under  the  terms of the partnership contract.

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

On  February  8, 2002 petition number 2002-06647, "Leslie Sachnowitz Meimoun and
Sheila  Sachnowitz  Curl  vs.  George  T. Sharp and Sharp Technology, Inc.," was
filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief executive
officer  in the District Court of Harris County, Texas, 334th Judicial District.
In  the  petition, the heirs of a recently deceased note holder/shareholder seek
judgment  against  us  for  non-payment  of  a note. In addition to the $200,000
principal  balance of the note, the plaintiffs seek payment of past due interest
on  the  debt  and  reimbursement  of court costs including reasonable attorneys
fees.  On  July  26,  2002, the Company reached a settlement that will allow the
Company  to  pay  a  total  amount of $250,000 that includes all interest, legal
fees,  and  court costs by December 31, 2002.  One Million Five Hundred Thousand
(1,500,000)  shares  of  the Company's restricted common stock collateralize the
settlement  and  will  be returned to the Company if payment is made by December
31,  2002, in accordance with the settlement agreement.  If the Company does not
fully  satisfy  the settlement by December 31, 2002, an additional $100,000 will
be  added  to  the  settlement.

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

8.   SUBSEQUENT EVENTS:
     ------------------

In  November  2002,  the  Board  of Directors approved the issuance of 1,300,000
shares  of  common  stock  for  payment  of  notes  payable and accrued interest
outstanding  at  September  30,  2002.  In November 2002, the Board of Directors
also approved  the issuance of 3,000,000 stock options with an exercise price of
$.10  per  share  and  expiration  date  of  November  5,  2007,  as  payment of
compensation  owed  to  the  Company's  Chief  Executive  Officer.


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

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

FORWARD LOOKING STATEMENTS AND INFORMATION

We  include  the  following  cautionary  statement  in  this  Form10-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
expectation,  beliefs  or  projections  will  result,  be  achieved,  or  be
accomplished.

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

OPERATIONS

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

We have recently been selected by Eastman Kodak Corporation to represent Kodak's
new  "Optical  Media CD" technology. According to DataQwest, orders for CDs were
approximately  3.0 billion units or $468 billion dollars in the United States in
2000.  Worldwide  distribution of specialty CDs totaled an estimated 7.5 billion
disks in 2001. Distribution is expected to double to 15 billion disks this year.
The  wide  spread  distribution  of these CDs is now driving down the cost of CD
production to a commodity level.  We are now collaborating with Kodak to deliver
an  exclusive,  patented  optical  media  CD  or  DVD,  "OMCD",  which  can  be
personalized,  containing  embedded  timed-release  content  with  full security
features. These new optical media CDs have proven to deliver up to a 75% average
response rate, compared to the 5% response rate of standard CDs. The new CD also
prompts the customer to retain the CD for repeated plays, thereby increasing its
shelf  life.  The end result is that our four-dollar OMCD is more cost effective
than  the  standard  seventy-cent commodity CD delivered by competing companies.

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


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

RESULTS  OF  OPERATIONS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30,
2002  AND  2001

During  the  three and nine-month periods ended September 30, 2002, we had total
revenues  of  $92,000  and $373,000, respectively, compared to total revenues of
$968,000  and  $1,303,000  for  the respective periods ended September 30, 2001.
Revenues  during both periods related primary to the recognition of revenue from
software  licenses  and  marketing  contracts  with  Qwest.

Costs  of  sales  and  services relate primarily to the amortization of deferred
development  costs. These costs totaled $0 and $706 for the three and nine-month
periods  ended September 30, 2002 respectively, compared to $40,000 and $352,000
for  the same respective periods ended September 30, 2001.  During the three and
nine-month periods ended September 30, 2002 we incurred only negligible costs of
sales  as  all  deferred  development  costs  had  been  fully  amortized.

Selling,  general  and administrative expenses totaled $482,000 and $941,000 for
the  three  and  nine-month  periods  ended  September  30,  2002, respectively,
compared  to  $354,000  and  $2,221,000  for  the  same respective periods ended
September  30,  2001.  The  $128,000  increase  in  these  expenditures  for the
three-month  period  ended  September 30, 2002 over the three-month period ended
September 30, 2001 is due to increased compensation.  The $1,280,000 decrease in
these expenditures between the respective nine-month periods ended September 30,
2002  and  2001  can  be  attributed to workforce restructuring and cost cutting
programs  in  effect during the periods ending September 30, 2002. Such programs
resulted  in  substantial  decreases  in salaries, wages, travel, entertainment,
rents  and  professional  fees.

Interest  expense  totaled  $68,000  and  $147,000  for the three and nine-month
periods  ended September 30, 2002, respectively, compared to $23,000 and $80,000
for  the same respective periods ended September 30, 2001.  The increase in 2002
is  the  result  of  financing  costs associated with debt obtained during 2002.


LIQUIDITY  AND  CAPITAL  RESOURCES

Through  September  30,  2002,  we have an accumulated deficit of $9 million. We
have  a working capital deficit of $2.9 million at September 30, 2002.  Although
the  company  has  made  major  reductions  in  operating  expenses  during  the
nine-month  period  ended September 30, 2002, operating losses and negative cash
flow  continue  as  of  the  date  of  this filing. As a result of shortfalls in
anticipated  funding,  we are delinquent on certain payroll tax deposits due the
IRS.  We  expect  cash  flow  deficits  will  continue,  which  will necessitate
additional  financing.  To  the  extent  our  cash  reserves and cash flows from
operations  are  insufficient  to meet future cash requirements, we will need to
successfully  raise  funds  through  an  equity  infusion,  the issuance of debt
securities  or  the  sale  of securities. There can be no assurances that future
debt  or equity funding will be available or have terms we will find acceptable.
These  events raise a substantial doubt as to our ability to continue as a going
concern.  As  a  result, the report of our independent public accountants, which
accompanied  our  consolidated  financial statements for the year ended December
31,  2001,  was  qualified  with  respect  to  that  risk.


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

At  September 30, 2002, we have no material outstanding purchase commitments and
during  fiscal  years 2002 and 2001, there are no significant elements of income
or  loss  that  do  not  arise  from  our  continuing  operations  other than an
extraordinary gain of $47,317 resulting from extinguishment of debt. Further, we
do  not  expect  material  changes  in  our results of operations from period to
period  based  upon  the  seasonality  of  our  business.


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 the 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.


<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, the Company reached a settlement that will allow the
Company  to  pay  a  total  amount of $250,000 that includes all interest, legal
fees,  and  court costs by December 31, 2002.  One Million Five Hundred Thousand
(1,500,000)  shares  of  the Company's restricted common stock collateralize the
settlement  and  will  be returned to the Company if payment is made by December
31,  2002, in accordance with the settlement agreement.  If the Company does not
fully  satisfy  the settlement by December 31, 2002, an additional $100,000 will
be  added  to  the  settlement.

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

ITEM  2.    CHANGES  IN  SECURITIES

RECENT  SALE  OF  UNREGISTERED  SECURITIES

During the quarter ended September 30, 2002, 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.


<PAGE>
     (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 August 2002, we issued an aggregate of 940,000 shares of common stock to
seven vendors as payment-in-kind for services rendered. These transactions were
made in reliance on Section 4(2) of the Act. The aggregate value of these
transactions was $140,550.

In August 2002, we issued an aggregate of 608,000 shares of common stock to five
employees, or former employees, as payment-in-kind for employee compensation.
These transactions were made in reliance on Section 4(2) of the Act. The
aggregate value of these transactions was $91,200.

In  August  2002,  we issued an aggregate of 1,500,000 shares of common stock to
serve as collateral for the terms of a settlement agreement related to the claim
of  one of our creditors.  If we fulfill the terms of the settlement, then these
shares will be returned to us and these shares will become treasury shares which
we  may  cancel.  If  the  terms  of  the settlement are unfulfilled, then these
shares  will  be given to the creditor. This transaction was made in reliance on
Section  4(2)  of  the  Act.  At  this  time  no value has been assigned to this
transaction  due  to  the  shares  being  held  in  escrow.

ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

NONE

(b)  REPORTS  ON  FORM  8-K

NONE


<PAGE>
SIGNATURES

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

Sharp  Holding  Corporation


By:  /s/  George  Sharp                                  November 14, 2002
------------------------------------------------
George Sharp, Director, Chief Executive Officer,
    Chief Accounting Officer and President


<PAGE>
CERTIFICATION  PURSUANT  TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT OF 2002
-------------------------------------------------------------------------------

I,  GEORGE  SHARP,  certify  that:
1.  I  have  reviewed  this  quarterly  report  on  Form 10-QSB of SHARP HOLDING
CORPORATION.
2.  Based  on  my  knowledge,  this quarterly 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 quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  NOVEMBER  14,2002

/S/ GEORGE SHARP
----------------
GEORGE SHARP
CHIEF EXECUTIVE OFFICER OF SHARP HOLDING CORPORATION


<PAGE>
CERTIFICATION  PURSUANT  TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT OF 2002
-------------------------------------------------------------------------------

I,  GEORGE  SHARP,  certify  that:
1.  I  have  reviewed  this  quarterly  report  on  Form 10-QSB of SHARP HOLDING
CORPORATION.
2.  Based  on  my  knowledge,  this quarterly 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 quarterly
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this quarterly report, fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods presented in this quarterly report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  quarterly  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of  a  date  within  90  days  prior  to the filing date of this
quarterly  report  (the  "Evaluation  Date");  and
c) presented in this quarterly report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
quarterly  report whether there were significant changes in internal controls or
in other factors that could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  NOVEMBER 14, 2002

/S/ GEORGE SHARP
--------------------------
GEORGE SHARP
CHIEF ACCOUNTING OFFICER OF
SHARP HOLDING CORPORATION


<PAGE>
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF SHARP HOLDING CORPORATION PURSUANT
------------------------------------------------------------------------------
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 AND SECTION 1350 OF 18 U.S.C.
------------------------------------------------------------------------------
63.
--

I, GEORGE SHARP, the Chief Executive Officer of SHARP HOLDING CORPORATION hereby
certify  that  SHARP HOLDING CORPORATION'S periodic report on Form 10QSB and the
financial  statements  contained therein fully complies with the requirements of
Section  13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d)  and  that information contained in the periodic report on Form 10QSB and
the  financial  statements  contained therein fairly represents, in all material
respects, the financial condition and results of the operations of SHARP HOLDING
CORPORATION.

Date:  NOVEMBER 14, 2002                 /S/ GEORGE SHARP
                                         --------------------------
                                         GEORGE SHARP
                                         CHIEF EXECUTIVE OFFICER OF
                                         SHARP HOLDING CORPORATION



CERTIFICATION OF CHIEF ACCOUNTING OFFICER OF SHARP HOLDING CORPORATION PURSUANT
-------------------------------------------------------------------------------
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 AND SECTION 1350 OF 18 U.S.C.
------------------------------------------------------------------------------
63.
--


I,  GEORGE  SHARP,  the  Chief  Accounting  Officer of SHARP HOLDING CORPORATION
hereby  certify  that  SHARP HOLDING CORPORATION'S periodic report on Form 10QSB
and  the  financial  statements  contained  therein  fully  complies  with  the
requirements  of  Section  13(a) or 15(d) of the Securities Exchange Act of 1934
(15  U.S.C.  78m or 78o(d) and that information contained in the periodic report
on  Form 10QSB and the financial statements contained therein fairly represents,
in  all material respects, the financial condition and results of the operations
of  SHARP  HOLDING  CORPORATION.

Date:  NOVEMBER 14, 2002                 /S/ GEORGE SHARP
                                         --------------------------
                                         GEORGE SHARP
                                         CHIEF ACCOUNTING OFFICER OF
                                         SHARP HOLDING CORPORATION


<PAGE>