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, 2003

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

                         Commission file number 0-28829

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

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

             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  May  19,  2003  there  were 19,739,448 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
     March 31, 2003 (unaudited) and December 31, 2002

     Consolidated Statements of Operations for the
     three-month periods ended March 31, 2003 and 2002 (unaudited)

     Consolidated Statements of Cash Flows for the
     three-month periods ended March 31, 2003 and 2002 (unaudited)

     Notes to Consolidated Financial Statements


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

                CONSOLIDATED BALANCE SHEETS-MARCH 31, 2003 AND DECEMBER 31, 2002
                ----------------------------------------------------------------


                                                                          2003          2002
                                                                      ------------  ------------
                                                                      (unaudited)
<S>                                                                   <C>           <C>
                                           ASSETS
                                           ------

Current assets:
  Cash and cash equivalents                                           $     3,149   $    13,318
  Accounts receivable                                                         961           661
  Assets held for sale                                                    606,235             -
  Other                                                                    50,000        60,000
                                                                      ------------  ------------

          Total current assets                                            660,345        73,979

Property and equipment, net                                                25,194        31,904

Other assets                                                               16,300           550
                                                                      ------------  ------------

          Total assets                                                $   701,839   $   106,433
                                                                      ============  ============

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

Current liabilities:
  Accounts payable                                                    $ 1,170,501   $ 1,005,803
  Accrued liabilities                                                   1,016,423     1,098,207
  Notes payable to related parties                                        370,000       370,688
  Notes payable                                                           710,250       440,000
                                                                      ------------  ------------
          Total current liabilities                                     3,267,174     2,914,698

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 80,000,000 shares authorized,
    19,739,448 shares and 16,064,448 shares issued and outstanding,
    respectively                                                           19,740        16,065
  Additional paid-in capital                                            6,942,189     6,445,539
  Accumulated deficit                                                  (9,527,264)   (9,269,869)
                                                                      ------------  ------------

          Total stockholders' deficit                                  (2,565,335)   (2,808,265)
                                                                      ------------  ------------

          Total liabilities and stockholders' deficit                 $   701,839   $   106,433
                                                                      ============  ============
</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, 2003 AND 2002
                         --------------------------------------------------

                                            (unaudited)


                                                                             2003          2002
                                                                         ------------  ------------
<S>                                                                      <C>           <C>
REVENUES:
  Subscriptions                                                          $         -   $    44,250
  Licenses                                                                         -        91,008
  Services and other                                                             961         9,493
                                                                         ------------  ------------

          Total revenues                                                         961       144,751

OPERATING EXPENSES:
  Cost of sales and services                                                       -           506
  Selling, general and administrative, including stock-based
    consideration of $9,782 in 2003                                          198,036       173,534
                                                                         ------------  ------------

          Total operating expenses                                           198,036       174,040
                                                                         ------------  ------------

          Loss from operations                                              (197,075)      (29,289)

INTEREST EXPENSE, including stock-based consideration of $3,000 in 2003       55,825        17,064

OTHER EXPENSE                                                                  4,495         5,277
                                                                         ------------  ------------

          Net loss                                                       $  (257,395)  $   (51,630)
                                                                         ============  ============

BASIC AND DILUTED NET LOSS PER SHARE                                     $     (0.01)  $     (0.01)
                                                                         ============  ============

WEIGHTED AVERAGE SHARES USED IN COMPUTING BASIC AND
  DILUTED NET LOSS PER SHARE                                              17,506,115    10,216,448
                                                                         ============  ============
</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, 2003 AND 2002
                       --------------------------------------------------


                                                                            2003        2002
                                                                         ----------  ----------
                                                                         (unaudited)
<S>                                                                      <C>         <C>
Cash flows from operating activities:
  Net loss                                                               $(257,395)  $ (51,630)
  Adjustments to reconcile net loss to net cash used in
    operating activities-
      Stock-based consideration                                             12,782           -
      Amortization of discount on convertible debt                          15,250           -
      Depreciation                                                           6,710       9,979
      Changes in operating assets and liabilities-
        Decrease (increase) in accounts receivable                            (300)         66
        Increase in other current assets                                   (15,000)          -
        (Increase) decrease in other assets                                (15,750)        900
        Increase in accounts payable and accrued liabilities               128,597     169,161
        Decrease in deferred revenue                                           -      (135,258)
                                                                         ----------  ----------

          Net cash used in operating activities                           (125,106)     (6,782)
                                                                         ----------  ----------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                     5,125           -
  Proceeds from borrowings                                                 110,500           -
  Repayment of borrowings                                                     (688)    (14,527)
                                                                         ----------  ----------

          Net cash provided (used) by financing activities                 114,937     (14,527)
                                                                         ----------  ----------

Net decrease in cash and cash equivalents                                  (10,169)    (21,309)

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

Cash and cash equivalents at end of period                               $   3,149   $   5,986
                                                                         ==========  ==========

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                 $  10,563   $  18,639

Supplemental disclosure of noncash investing and financing activities:
  Common stock and warrants issued for asset purchase                    $ 432,200   $       -
  Common stock issued for accounts payable                               $   1,718   $       -
  Common stock issued for prepaid financing costs                        $  18,000   $       -
  Conversion of accrued liabilities for notes payable                    $ 175,000   $       -
</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, 2003


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

The accompanying unaudited financial statements have been prepared in accordance
with  generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB of Regulation S-B.  They do not include
all  information  and  footnotes  required  by  generally  accepted  accounting
principles  for  complete  financial  statements.  However,  except as disclosed
herein,  there  has  been no material change in the information disclosed in the
notes  to the financial statements for the year ended December 31, 2002 included
in the Company's 2002 Annual Report on Form 10-KSB filed with the Securities and
Exchange  Commission.  The interim unaudited financial statements should be read
in  conjunction with those financial statements included in the Form 10-KSB.  In
the  opinion  of  Management,  all  adjustments  considered necessary for a fair
presentation, consisting solely of normal recurring adjustments, have been made.
Operating results for the three months ended March 31, 2003, are not necessarily
indicative  of the results that may be expected for the year ending December 31,
2003.


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

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

The  Company  has  reported  recurring  losses  from operations of $257,395, and
$51,630 for the three-month periods ended March 31, 2003 and 2002, respectively.
These recurring losses have produced an accumulated deficit of $9,527,264, and a
working  capital  deficit  of  $2,606,829  as  of March 31, 2003. As a result of
shortfalls  in anticipated funding, the Company is delinquent on certain payroll
tax deposits due the IRS.  The Company expects cash flow deficits will continue,
which  will  necessitate  additional  financing. There can be no assurances that
future  debt  or equity funding will be available or have terms the Company will
find  acceptable.  These  events  raise  a substantial doubt as to the Company's
ability  to  continue  as  a  going  concern.  As  a  result,  the report of our
independent accountants, which accompanied our consolidated financial statements
for  the  year ended December 31, 2002, was qualified with respect to that risk.


3.     ACQUISITION  OF  INTELLECTUAL  PROPERTY:
       ----------------------------------------

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

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


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

     Equipment               $  35,000
     Patents and trademarks    571,000
     Accounts Payable         (130,800)
                             ----------
     Total purchase price    $ 475,200
                             ==========

The  accompanying  income  statement  for the three months ended March 31, 2003,
includes  the  results  of  operations  of  the  acquired  entity for the period
February  28,  2003  through  March  31,  2003.

The  following  represents  proforma  financial information as if the entity had
been included in operations for the three months ending March 31, 2003 and 2002:

                            2003        2002
                         ----------  ----------

     Revenue                   961     144,751
     Net income           (333,907)   (166,383)
     Earnings per share  $    (.02)  $    (.02)

The  Company  now has plans to sell the acquired assets and license back certain
software  and  technology.  The  acquired  accounts  payable  will  not be sold.
Beginning  on  March 31, 2003, the assets have been classified as held for sale,
which  include  equipment of $35,000 and intellectual property of $571,000.  The
Company  expects  a  sale of the assets to be completed in the second quarter of
2003.


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

On  November  16  and  December  12, 2000, the Company entered into note payable
agreements  with  a  stockholder  in  the  amount  of  $60,000  and  $40,000,
respectively.  On  March  1,  2001,  the  Company  entered  into  note  payable
agreements with this stockholder in the amount of $100,000. All three notes bear
interest at 10 percent per annum and are payable on demand. On November 5, 2002,
all  three  notes,  including accrued interest, were converted to equity for the
purchase  of  1,300,000  shares of common stock and the signing of a new note in
the  amount  of $100,000 bearing interest at 10 percent per annum and payable on
demand.  As  of March 31, 2003, the entire balance of this note was outstanding.

During  November  1999,  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 period ending March 31, 2003 the
Company repaid $688.  The note bears interest at 10% per annum and is payable on
demand.  At  March  31,  2003  the outstanding balance on the credit line is $0.

During  April  and  June  of  2002,  the  Company entered into two notes payable
agreements  with  a  stockholder  in  the  amount  of  $140,000  and  $130,000,
respectively.  The  notes bear interest at 10 percent per annum and were payable
in  January  2003  and  September 2002, respectively.  As of March 31, 2003, the
entire  balance  of  both  notes  was  outstanding.


5.    CHANGES  IN  SECURITIES:
      ------------------------

In  February  2003,  the  Company  issued  325,000 shares of common stock to one
company  upon  the  exercise  of an outstanding warrant for proceeds of $ 5,125.
The  Company  also issued 300,000 shares of common stock (valued at $21,000) and
issued  a warrant to purchase 150,000 shares of common stock at $1.00 per share,
expiring  August 1, 2008, (valued at $0 based on fair market value as determined
by  the  Black-Scholes  pricing  model)  as  payment-in-kind  to  one company as
consideration  for  a  note  payable.  In February 2003, the Company also issued
3,000,000  shares  of  common stock (valued at $330,000) and issued a warrant to
purchase  1,000,000  shares of common stock at $.01 per share, expiring February
28,  2008,  (valued  at  $102,200  based  on  fair  market


<PAGE>
value  as  determined  by  the  Black-Scholes  pricing  model) to one company as
payment-in-kind  in  connection  with  the  purchase  of  certain  intellectual
properties.  In  March  2003,  the  Company issued 50,000 shares of common stock
(valued  at  $11,500)  as  payment-in-kind  to  one  vendor  for  amounts  owed.


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

At  March  31,  2003,  the  Company  was delinquent on approximately $322,000 in
payroll  tax  deposits.  The  Company  is  subject to interest and penalties for
making  payroll  tax  deposits  with  the Internal Revenue Service after the due
date.  The  Company  has  accrued estimated interest and penalties through March
31,  2003.  Management  believes  additional  interest and penalties, if any are
levied  will  not  be material to the Company's financial position or results of
operations.

In  November  1999,  the  Company  entered  into  a development and distribution
partnership  agreement  with Qwest (then US West). Pursuant to the provisions of
this  agreement,  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 allowed the
Company  to  pay  a  total  amount of $250,000 that includes all interest, legal
fees,  and  court  costs by December 31, 2002. One Million Five Hundred Thousand
(1,500,000)  shares  of  the Company's restricted common stock collateralize the
settlement  and would have been returned to the Company if payment had been made
by  December  31, 2002, in accordance with the settlement agreement. At December
31,  2002,  payment was not made according to the settlement and as a result the
Company  was  liable  for  an  additional  $100,000  under the provisions of the
settlement.  This  additional amount was accrued as of December 31, 2002, and is
reflected  in  the accompanying Consolidated Balance Sheets at December 31, 2002
and  March 31, 2003. At March 31, 2003, the Company is continuing to negotiate a
final  resolution  to  this  matter.

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  15,  2003.

FORWARD LOOKING STATEMENTS AND INFORMATION

We  include  the  following  cautionary  statement  in  this  Form10-QSB to make
applicable  and  take  advantage  of  the  safe  harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by,  or on our behalf.  Forward-looking statements include statements concerning
plans,  objectives,  goals,  strategies,  future  events  or  performance  and
underlying  assumptions and other statements, which are other than statements of
historical  facts.  Certain  statements  in  this Form10-QSB are forward-looking
statements.  Words  such  as  "plans",  "believes", "expects", "anticipates" and
"estimates"  and  similar  expressions  are intended to identify forward-looking
statements.  Such  statements  are subject to risks and uncertainties that could
cause  actual  results  to  differ  materially  from  those  projected.  Our
expectations, beliefs and projections are expressed in good faith and we believe
they  have  a  reasonable  basis,  including  without  limitation,  management's
examination  of  historical  operating trends, data contained in our records and
other  data available from third parties, but there can be no assurance that our
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.

During  the  past  year  we  have  completely restructured the company.  We were
recently selected by Eastman Kodak Corporation to represent Kodak's new "Optical
Media  CD"  technology.   Our  experience  in  implementing  mass  distribution
projects  with  large corporations along with our experience in network security
and  development  positions  us  perfectly to forge a market with secure optical
media  CD's.  According  to  DataQwest,  orders  for  CDs were approximately 3.0
billion  units  or  $468 billion dollars in the United States in 2000. Worldwide
distribution  of  specialty  CDs totaled an estimated 7.5 billion disks in 2001.
Distribution  is  expected  to  double  to  15 billion disks this year. The wide
spread  distribution of these CDs are now driving down the cost of CD production
to  a  commodity  level.  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 a 14% to 47% average response rate,
compared  to  less  than  1% for direct mail and 3% for standard CDs. The new CD
also  prompts  the  customer  to  retain  the  CD  for  repeated  plays, thereby
increasing  its shelf life. The end result is that our one-dollar and fifty-cent
OMCD  is  more  cost  effective  than  the  standard  seventy-cent  commodity CD
currently  being  delivered  by  competing  companies.

To further enhance our position in the marketplace, effective February 28, 2003,
we  acquired  a  patented  technology called Hyper CD.  The combination of Kodak
personalization  techniques,  Sharp  security  software  and Hyper CD technology
gives  us the ability to deliver a one of a kind product that is fully protected
by  US  and  International  patents.


<PAGE>
The benefit for large companies using our new Hyper CD's in their direct mail or
CD mail programs is a dramatic increase in response rates.  Direct mail response
rates of .03% to .05% and CD's deliver 1% to 3%.  New customer acquisition costs
for  large  companies have skyrocketed due to direct mail inefficiencies.  Hyper
CD's  can  drive  down  the  cost  of  customer acquisition by delivering proven
response  rates  of  14%  to  47%.

Our target market for Hyper CD is co-branded credit cards and e-finance.  During
2002  these  two  market  segments  accounted for a total of 9 billion pieces of
direct mail.  All of the companies involved in this market are searching for new
ways  to  deliver  their message and attract new customers more efficiently.  We
are  currently  in  discussions with a number of companies that can benefit from
using  our  Hyper  CD  product  in  their  marketing  programs.

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-MONTH PERIODS ENDED MARCH 31, 2003 AND 2002

During  the  three-month  periods  ended  March  31, 2003 and 2002, we had total
revenues  of  $1,000  and  $145,000, respectively.  Revenues during 2002 related
primarily  to  the  recognition  of revenue from software licenses and marketing
contracts  with  Qwest, such licenses and contracts were fully recognized at the
end  of  2002.

Costs  of  sales  and  services relate primarily to the amortization of deferred
development  costs.  These costs totaled $0 and $506 for the three-month periods
ended  March  31,  2003  and 2002, respectively.  During the three-month periods
ended March 31, 2003 and 2002, we incurred only negligible costs of sales as all
deferred  development  costs  had  been  fully  amortized.

Selling,  general  and administrative expenses totaled $198,000 and $174,000 for
the  three-month  periods  ended  March  31,  2003  and 2002, respectively.  The
$24,000  increase  in  these  expenditures  in 2003 is due to operating expenses
related  to  the  John  Galt Media asset acquisition for the month of March 2003
offset  by  our  continued  cost  cutting  programs to minimize salaries, wages,
travel,  entertainment,  rents  and  professional  fees.

Interest  expense  totaled $56,000 and $17,000 for the three-month periods ended
March  31,  2003  and 2002, respectively.  The increase in 2003 is the result of
financing  costs  associated  with  debt  obtained  during  2003.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  March 31, 2003, we have an accumulated deficit of $9.5 million. We have
a  working  capital  deficit  of  $2.6  million at March 31, 2003.  Although the
company continues cost cutting programs, operating losses and negative cash flow
continue as of the date of this filing. As a result of shortfalls in anticipated
funding,  we  are  delinquent  on  certain  payroll tax deposits due the IRS. We
expect  cash  flow  deficits  will  continue,  which will necessitate additional
financing.  To  the  extent our cash reserves and cash flows from operations are
insufficient  to  meet  future  cash  requirements, we will need to successfully
raise  funds  through an equity infusion, the issuance of debt securities or the
sale  of  securities.  There  can  be  no  assurances that future debt or equity
funding  will  be  available or have terms we will find acceptable. These events
raise a substantial doubt as to our ability to continue as a going concern. As a
result,  the report of our independent public accountants, which accompanied our
consolidated  financial  statements  for  the  year ended December 31, 2002, was
qualified  with  respect  to  that  risk.


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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  March  31,  2003,  we  have no material outstanding purchase commitments and
during  fiscal  years 2003 and 2002, there are no significant elements of income
or  loss  that  do  not arise from our continuing operations. Further, we do not
expect material changes in our results of operations from period to period based
upon  the  seasonality  of  our  business.

CRITICAL  ACCOUNTING  POLICIES

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

Revenue  Recognition
--------------------

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

Amounts that we received from Qwest for distribution of software products to its
new  customers  were  nonrefundable  and  were  classified as subscriptions.  We
recognize  subscriptions  revenue  ratably  over  the  course  of the respective
customer's contract term.  We also licenses software under noncancelable license
agreements.  We recognize license fees when a noncancelable license agreement is
in  force,  the  product  has  been  shipped,  the  license  fee  is  fixed  or
determinable,  collectibility  is  reasonably  assured  and  no significant post
delivery  performance  obligations  exist.

Accounting for Stock-Based Compensation
---------------------------------------

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

ITEM  3.  EVALUATION  OF  DISCLOSURE  CONTROLS  AND  PROCEDURES

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


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                                     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 would have been returned to the Company if payment had been made
by  December 31, 2002, in accordance with the settlement agreement.  At December
31,  2002,  payment was not made according to the settlement and as a result the
Company  was  liable  for  an  additional  $100,000  under the provisions of the
settlement.  This  additional amount was accrued as of December 31, 2002, and is
reflected  in the Consolidated Balance Sheets at December 31, 2002 and March 31,
2003.  At  March  31,  2003,  the  Company  is  continuing  to negotiate a final
resolution  to  this  matter.

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 March 31, 2003, we made the following transactions in
reliance upon exemptions from registration under the Securities Act of 1933 as
amended (the "Act").

Unless stated otherwise, we believe that:

(1)     Each  of  the  persons  who  received  these unregistered securities had
knowledge and experience in financial and business matters which allowed them to
evaluate  the  merits and risk of the receipt of these securities, and that they
were  knowledgeable  about  our  operations  and  financial  condition.

(2)     No underwriter participated in, nor did we pay any commissions or fees
to any underwriter in connection with the transactions.


<PAGE>
(3)     No transaction involved a public offering.

(4)     Each  certificate  issued  for these unregistered securities contained a
legend  stating  that  the securities have not been registered under the Act and
setting  forth  the  restrictions  on  the  transferability  and the sale of the
securities.

In  February  2003, we issued 325,000 shares of common stock to one company upon
the  exercise  of  an  outstanding warrant, proceeds from the exercise of $5,125
were  recognized.  This  transaction was made in reliance on Section 4(2) of the
Act.

In  February  2003, we issued 300,000 shares of common stock (valued at $21,000)
and  issued  a  warrant  to purchase 150,000 shares of common stock at $1.00 per
share,  expiring  August  1,  2008, (valued at $0, based on fair market value as
determined by the Black-Scholes pricing model) as payment-in-kind to one company
for  financing  expense related to a note payable.  These transactions were made
in  reliance  on  Section  4(2)  of  the  Act.

In  February  2003,  we  issued  3,000,000  shares  of  common  stock (valued at
$330,000)  and  issued a warrant to purchase 1,000,000 shares of common stock at
$.01  per  share, expiring February 28, 2008, (valued at $102,000, based on fair
market  value  as  determined  by  the  Black-Scholes  pricing  model)  as
payment-in-kind  in  connection  with  the  purchase  of  certain  intellectual
properties.  These  transactions  were  made  in reliance on Section 4(2) of the
Act.

In  March  2003,  we issued 50,000 shares of common stock (valued at $11,500) to
one  vendor as payment-in-kind for services rendered.  This transaction was made
in  reliance  on  Section  4(2)  of  the  Act.

ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     EXHIBITS

Exhibit No.    Identification  of  Exhibit

99.1           Certifications


(b)      REPORTS  ON  FORM  8-K

On  March  3,  2003,  we  filed  a report on Form 8-K in connection with Item 2,
Acquisition  or Disposition of Assets, relating to our purchase of substantially
all  of  the  assets  of  John  Galt  Media,  Inc.


<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                                    May 20, 2003
------------------------------------------------
George Sharp, Director, Chief Executive Officer,
Chief Accounting Officer and President


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