Exhibit
      31.2








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





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





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





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





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





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





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





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





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





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





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





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





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





Date:**August
                22, 2005**





**/s/
                George Sharp****George
                Sharp****Principal
                Financial Officer of Sharp Holding
                Corporation**