UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2004

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

                         Commission file number 0-28829

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

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

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

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



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

                      APPLICABLE ONLY TO CORPORATE ISSUERS

As  of November 10, 2004 there were 26,316,855 shares of common stock, $.001 par
value,  outstanding.

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


                                        1
<PAGE>
                                TABLE OF CONTENTS


PART  I

Item  1.  Financial  Statements

Item  2.  Management's Discussion  and  Analysis  or  Plan  of  Operations

Item  3.  Controls  and  Procedures


PART  II

Item  1.  Legal  Proceedings

Item  2.  Unregistered  Sales  of  Equity  Securities  and  Use  of  Proceeds

Item  6.  Exhibits  and  Reports  on  Form  8-K


                                        2
<PAGE>
                                     PART I


ITEM 1.  FINANCIAL  STATEMENTS


         Consolidated  Balance  Sheets  as  of
         September  30,  2004  (unaudited)  and  December  31,  2003

         Consolidated  Statements  of  Operations  for  the  three  months
         and  nine  months  ended  September  30,  2004  and  2003  (unaudited)

         Consolidated  Statement  of  Stockholders'  Deficit  for  the
         nine  months  ended  September  30,  2004  (unaudited)

         Consolidated  Condensed  Statements  of  Cash  Flows  for  the
         nine  months  ended  September  30,  2004  and  2003  (unaudited)


                                        3
<PAGE>
<TABLE>
<CAPTION>
                           SHARP HOLDING CORPORATION AND SUBSIDIARIES
                                  CONSOLIDATED BALANCE SHEETS
                            SEPTEMBER 30, 2004 AND DECEMBER 31, 2003
                                           -----------


                                                                     SEPTEMBER      DECEMBER
                                                                     30, 2004       31, 2003
ASSETS                                                              (UNAUDITED)      (NOTE)
------                                                             -------------  -------------
<S>                                                                <C>            <C>

Current assets:
  Cash and cash equivalents                                        $     91,163   $      7,479
  Notes receivable                                                            -         17,000
                                                                   -------------  -------------

        Total current assets                                             91,163         24,479

Property and equipment, net                                              53,475          5,063

Deferred technology license, net                                        212,890        308,695

Other noncurrent assets                                                  16,152            588
                                                                   -------------  -------------

        Total assets                                               $    373,680   $    338,825
                                                                   =============  =============


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

Current liabilities:
  Accounts payable                                                 $    602,267   $    565,485
  Accrued payroll taxes                                                 322,253        322,253
  Accrued payroll and contract labor                                    570,513        604,881
  Other accrued liabilities                                             639,474        616,632
  Notes payable to related parties                                    1,158,865        501,102
  Notes payable                                                       1,688,844        950,844
  Deferred revenue                                                      174,485         30,000
                                                                   -------------  -------------

        Total current liabilities                                     5,156,701      3,591,197

Long term notes payable to related parties                                    -         26,057

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock, $.001 par value, 80,000,000 shares authorized,
    26,316,855 shares and 25,488,448 shares issued and outstanding,
    respectively                                                         26,317         25,489
  Additional paid-in capital                                          7,652,466      7,492,270
  Accumulated deficit                                               (12,461,804)   (10,796,188)
                                                                   -------------  -------------

        Total stockholders' equity (deficit)                         (4,783,021)    (3,278,429)
                                                                   -------------  -------------

            Total liabilities and stockholders' equity (deficit)   $    373,680   $    338,825
                                                                   =============  =============
<FN>

Note:  The  balance sheet at December 31, 2003 has been derived from the audited
financial  statements  at  that date but does not include all of the information
and  footnotes required by generally accepted accounting principles for complete
financial  statements.

See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                SHARP HOLDING CORPORATION AND SUBSIDIARIES
                              UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                  FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003
                                                __________

                                                        THREE MONTHS ENDED           NINE MONTHS ENDED
                                                        ------------------           -----------------
                                                           SEPTEMBER 30,               SEPTEMBER 30,
                                                           -------------               -------------

                                                        2004          2003          2004          2003
                                                    ------------  ------------  ------------  ------------
<S>                                                 <C>           <C>           <C>           <C>

Revenues                                            $    13,340   $    28,017   $    55,060   $    59,916
                                                    ------------  ------------  ------------  ------------

Operating expenses:
  Cost of sales and services                            140,030        70,533       234,940        99,585
  Selling, general and administrative,
    including stock-based consideration of
    $-0- for the three months ended
    September 30, 2004 and 2003, $130,300
    and $69,782 for the nine-months ended
    September 30, 2004 and 2003                         561,114       235,337     1,382,179       699,869
                                                    ------------  ------------  ------------  ------------

      Total operating expenses                          701,144       305,870     1,617,119       799,454
                                                    ------------  ------------  ------------  ------------

        Loss from operations                           (687,804)     (277,853)   (1,562,059)     (739,538)

Interest expense, including stock based consider-
  ation of $-0- and $63,960 for the three-months
  ended September 30, 2004 and 2003, $-0- and
  $78,760 for the nine-months ended September
  30, 2004 and 2003                                     (47,326)      (86,189)     (103,557)     (339,622)

Gain on settlement of payables                                -             -             -        26,743
                                                    ------------  ------------  ------------  ------------

        Net loss, continuing operations                (735,130)     (364,042)   (1,665,616)   (1,052,417)

Discontinued operations-loss from assets held for
  sale                                                        -             -             -       (20,989)
                                                    ------------  ------------  ------------  ------------

        Net loss                                    $  (735,130)  $  (364,042)  $(1,665,616)  $(1,073,406)
                                                    ============  ============  ============  ============

Basic and diluted net loss per common share:
  Continuing operations                             $     (0.03)  $     (0.01)  $     (0.06)  $     (0.05)
  Discontinued operations                                     -             -             -             -
                                                    ------------  ------------  ------------  ------------

Basic and diluted net loss per share                $     (0.03)  $     (0.01)  $     (0.06)  $     (0.05)
                                                    ============  ============  ============  ============


Weighted average shares used in computing basic
  and diluted net loss per share                     26,261,763    24,504,231    25,871,889    21,460,364
                                                    ============  ============  ============  ============
<FN>
             See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        5
<PAGE>
<TABLE>
<CAPTION>
                              SHARP HOLDING CORPORATION AND SUBSIDIARIES
                  UNAUDITED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                             FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004
                                              ---------

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

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

Issuance of common stock as
   compensation to  consultants       426,000       426       129,874             -          130,300

Issuance of common stock on
   exercise of warrants                72,407        72           652             -              724

Net loss                                    -         -             -    (1,665,616)      (1,665,616)
                                 ------------  --------  ------------  -------------  ---------------

Balance at September 30, 2004      26,316,855  $ 26,317  $  7,652,466  $(12,461,804)  $   (4,783,021)
                                 ============  ========  ============  =============  ===============
<FN>
           See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                               SHARP HOLDING CORPORATION AND SUBSIDIARIES
                       UNAUDITED CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
                         FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2004 AND 2003

                                              ----------

                                                                                2004          2003
                                                                            ------------  ------------
<S>                                                                         <C>           <C>

Cash flows from operating activities:
  Net loss                                                                  $(1,665,616)  $(1,073,406)
  Net loss from discontinued operations                                               -        20,989
                                                                            ------------  ------------
  Net loss from continuing operations                                        (1,665,616)   (1,052,417)
  Adjustments to reconcile net loss to net cash used in operating
   activities                                                                   879,715       757,775
                                                                            ------------  ------------

          Net cash used in operating activities                                (785,901)     (294,642)
                                                                            ------------  ------------

Cash flows from investing activities:
  Purchases of property, plant and equipment                                    (52,846)            -
                                                                            ------------  ------------

          Net cash used in investing activities                                 (52,846)            -
                                                                            ------------  ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                                         30,724         5,125
  Proceeds from borrowings                                                      995,000       380,500
  Repayment of borrowings                                                      (103,293)      (84,097)
                                                                            ------------  ------------

          Net cash provided by financing activities                             922,431       301,528
                                                                            ------------  ------------

Net increase (decrease) in cash and cash equivalents                             83,684         6,886

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

Cash and cash equivalents at end of period                                  $    91,163   $    20,204
                                                                            ============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                    $     5,178   $    41,736

Supplemental disclosure of noncash investing and financing activities:
  Common stock and warrants issued for asset purchase                       $         -   $   432,200
  Common stock issued for accounts payable                                  $         -   $    60,868
  Common stock issued for prepaid financing costs                           $        --   $   117,000
  Conversion of accounts payable and accrued liabilities to notes payable   $   478,000   $   628,847
  Common stock issued for notes payable                                     $         -   $   160,500
  Forgiveness of notes payable in asset sale                                $        --   $   120,000
  Common stock issued in asset sale                                         $        --   $   102,000
<FN>

           See accompanying notes to unaudited condensed consolidated financial statements.
</TABLE>


                                        7
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

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

     The  accompanying  unaudited  financial  statements  have  been prepared in
     accordance  with  generally  accepted  accounting  principles  for  interim
     financial  information  and  with  the  instructions  to  Form  10-QSB  of
     Regulation  S-B. They do not include all information and footnotes required
     by  generally  accepted  accounting  principles  for  complete  financial
     statements. However, except as disclosed herein, there has been no material
     change  in  the  information  disclosed  in  the  notes  to  the  financial
     statements  for  the year ended December 31, 2003 included in the Company's
     2003  Annual  Report  on Form 10-KSB filed with the Securities and Exchange
     Commission.  The  interim  unaudited financial statements should be read in
     conjunction with those financial statements included in the Form 10-KSB. In
     the  opinion of Management, all adjustments considered necessary for a fair
     presentation,  consisting solely of normal recurring adjustments, have been
     made. Operating results for the nine-month period ended September 30, 2004,
     are  not necessarily indicative of the results that may be expected for the
     year  ending  December  31,  2004.

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

     The  consolidated  financial  statements  of Sharp Holding Corporation (the
     "Company")  include  Sharp  Holding  Corporation  ("Sharp"),  a  Delaware
     corporation,  along  with  its  wholly owned subsidiaries Sharp Technology,
     Inc.  ("Sharp  Technology"),  a  Delaware  corporation;  Reserve  Energy
     Corporation  ("Reserve"),  a  Delaware corporation incorporated in February
     2004  (which  began  operations  in  May  2004);  and  SCAN USA Corporation
     ("SCAN"),  a  Delaware  corporation  incorporated  in September 2003 (which
     began  operations  in  June  2004),  (collectively,  the  "Company").

     Sharp provides capital resources, management and technical expertise to its
     subsidiary  companies.  Sharp  Technology  is  a  developer and marketer of
     internet-related  software  products  and  provides  innovative  marketing
     solutions  to  strategic  partners.  Reserve  plans  to  deploy proprietary
     filtering technology that can turn sub-quality natural gas from shut-in and
     abandoned wells into pipeline quality natural gas. SCAN is developing, with
     corporate  sponsors,  a national alert system that will enable local police
     departments  and  other authorities to send alerts to localized recipients.

     The  Company  has  reported  recurring losses from continuing operations of
     $735,130  and $364,042 for the three-month periods ended September 30, 2004
     and 2003, as well as losses of $1,665,616 and $1,052,417 for the nine-month
     periods  ended  September  30, 2004 and 2003, respectively. These recurring
     losses  have  produced an accumulated deficit of $12,461,804, and a working
     capital  deficit  of  $5,065,538  as  of September 30, 2004. 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, 2003, was
     qualified  with  respect  to  that  risk.

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

     Notes payable to related parties are included in related-party transactions
     Footnote  4.  Other  notes  payable  outstanding  at September 30, 2004 and
     December  31,  2003  consist  of  the  following:

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


                                        8
<PAGE>
                    SHARP  HOLDING  CORPORATION  AND  SUBSIDIARIES
                 NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                      __________

3.   NOTES  PAYABLE, CONTINUED
     -------------------------
     Note payable to an individual                                       465,000   465,000

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

     Note payable to an individual, bearing interest of 8% per
        year, payable on September 17, 2005, uncollateralized            108,000         -

     Note payable to a company, bearing interest of 6% per
        year, payable on May 31, 2005, uncollateralized                  370,000         -

     Notes payable to one company and one individual, bearing
        interest of 8% per year, payable in May, June and July 2005,
        collateralized by 780,000 shares of the Company's common
        stock                                                            260,000         -

     Notes payable to two companies and one individual,
        non-interest bearing, due in monthly installments,
        with maturities at various dates through April 2004              165,844   165,844
                                                                      ----------  --------

                                                                      $1,688,844  $950,844
                                                                      ==========  ========
</TABLE>

     The Company is in default on $705,844 of the total notes payable balance as
     a  result  of  being  past  due  on  payments  as  of  September  30, 2004.

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

     During  April  and July 2000, the Company incurred a related party accounts
     payable  liability  to  a  company owned by a shareholder. The total amount
     owed  of  $68,500  is  included  in accounts payable at September 30, 2004.

     On November 16 and December 12, 2000, the Company entered into note payable
     agreements  with  a  stockholder  in  the  amount  of  $60,000 and $40,000,
     respectively.  On  March  1,  2001, the Company entered into a note payable
     agreement  with this stockholder in the amount of $100,000. All three notes
     bear  interest  at  10  percent  per  annum  and were payable on demand. On
     November  5,  2002,  all  three  notes,  including  accrued  interest, were
     converted  to  equity  for the purchase of 1,300,000 shares of common stock
     and the signing of a new note in the amount of $100,000 bearing interest at
     10  percent  per annum and payable on demand. As of September 30, 2004, the
     outstanding  balance  on  this  note  is  $60,000.

     During  April  and June of 2002, the Company entered into two notes payable
     agreements  with  a  stockholder  in  the  amount of $140,000 and $130,000,
     respectively.  The  notes  bear  interest  at 10 percent per annum and were
     payable  in  January 2003 and September 2002, respectively. As of September
     30,  2004,  the  entire  balance  of  both  notes  was  past  due.

     On March 20, 2003, the Company entered into a note payable agreement with a
     stockholder in the amount of $175,000 bearing interest at 10% per annum and
     payable  on  June  30, 2003. On May 12, 2003, the Company extinguished this
     note payable plus $21,875 of accrued interest on such note through issuance
     of 1,000,000 shares of common stock and a new note in the amount of $96,875
     bearing  interest  at  10  percent  per  annum  and  payable  in 24 monthly
     installments  beginning July 1, 2003. At September 30, 2004, the balance on
     this  note  is  $38,606.


                                        9
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   ----------


4.   RELATED-PARTY  TRANSACTIONS,  CONTINUED
     ---------------------------------------

     On  May 19, 2003, the Company converted accounts payable to a company owned
     by  a director of the Company to equity and a note payable through issuance
     of  300,000 shares of common stock and the signing of a note payable to the
     owner  of  such  company  in  the amount of $100,000 bearing interest at 10
     percent  per annum and payable in 36 monthly installments beginning July 1,
     2003.  At September 30, 2004, the balance of this note was $90,259, and the
     Company  was  in default on the note due to non-payment of required monthly
     amounts  due  under  the  note.

     On  May  17, 2004, the Company entered into notes payable agreements with a
     director  of  a  subsidiary and two companies owned by such director in the
     amount of $700,000 bearing interest at 8% interest per annum and payable on
     May  15,  2005. Such notes are callable by the Company at any time after 90
     days  from issue. The notes are collateralized by 2.1 million shares of the
     Company's  common  stock.  The  holder  of the notes received 1,869,000 REC
     warrants  to  purchase  shares of the subsidiary's common stock at $.75 per
     share  with  a  term  of  three  years.  The Company allocates the proceeds
     received  from  debt with detachable warrants using the relative fair value
     of the individual elements at the time of issuance. The amount allocated to
     the  warrants  as  a  debt  discount was calculated at $-0- due to the fair
     value  of  the  warrants  being  $-0-.  The  Company allocates the proceeds
     received  from  debt with detachable warrants using the relative fair value
     of the individual elements at the time of issuance. The amount allocated to
     the  warrants  as  a  debt  discount was calculated at $-0- due to the fair
     value  of  the  warrants  being $-0-. At September 30, 2004, the balance of
     these  notes  was  $700,000.

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

     At September 30, 2004, the Company was delinquent on approximately $322,000
     in  payroll  tax deposits. The Company is subject to interest and penalties
     for making payroll tax deposits with the Internal Revenue Service after the
     due  date. The Company has accrued estimated interest and penalties through
     September  30,  2004. Management believes additional interest and penalties
     if  any are levied will not be material to the Company's financial position
     or  results  of  operations.

     In  November  1999, the Company entered into a development and distribution
     partnership  agreement  with  Qwest Communications ("Qwest", then US West).
     Pursuant  to  the  provisions  of this agreement, the Company completed the
     development  of  a certain Internet software application which Qwest agreed
     to advertise and actively market for a period of three years to its current
     and  future  Internet  access  customers.  Qwest did not perform under this
     agreement.  The  Company  is pursuing its right to binding arbitration with
     Qwest  for  specific  performance under this agreement or to be compensated
     for  its  loss  of  revenue.

     In  connection  with  that  same  development  and distribution partnership
     agreement with Qwest, the Company 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 the Company 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.

     In June 2004 the above legal matters between Sharp Technology and Qwest and
     Navi-Gates  were  scheduled  for  an  arbitration hearing to be held at the
     Houston,  Texas offices of the American Arbitration Association in February
     2005.


                                       10
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   ----------


6.   SEGMENT  REPORTING
     ------------------

     The Company's operating segments include two of the Company's subsidiaries,
     Reserve  and  Scan.  Each  of  these  subsidiaries  represents  a  discrete
     operating  segment  upon  which management evaluates and measures financial
     performance.  Therefore,  each of these operating subsidiaries represents a
     segment  of  the  Company.  A third segment encompasses the activity of the
     Company's Sharp Technology subsidiary and other technology related activity
     of  Sharp. Each of the Company's operating segments are engaged in business
     activities  in  the  United  States  and, as a result, all of the Company's
     revenues  are  generated  and  assets  are  held  in  this  country.

     The  segments'  accounting  policies are the same as those described in the
     summary  of  significant  accounting policies in the notes to the financial
     statements  for  the year ended December 31, 2003 included in the Company's
     2003  Annual  Report  on Form 10-KSB filed with the Securities and Exchange
     Commission.  Transactions between reportable segments are reported gross in
     segment  reporting  and  are  eliminated  in  consolidation.

     The  following represents selected segment information for the three months
     ended  September  30,  2004:

<TABLE>
<CAPTION>
                                          OTHER
                                        TECHNOLOGY    RESERVE      SCAN       TOTALS
                                       ------------  ---------  ----------  ----------
<S>                                    <C>           <C>        <C>         <C>
     Revenues from external customers  $    13,340   $      -   $       -   $  13,340
     Segment loss                          (82,398)   (87,690)   (476,914)   (647,002)
     Segment assets                        215,421    142,857       6,480     364,758
</TABLE>

     The  following represents selected segment information for the three months
     ended  September  30,  2003:

<TABLE>
<CAPTION>
                                          OTHER
                                        TECHNOLOGY   RESERVE   SCAN    TOTALS
                                       ------------  --------  -----  ---------
<S>                                    <C>           <C>       <C>    <C>
     Revenues from external customers  $    28,017   $      -  $   -  $ 28,017
     Segment loss                          (49,583)         -      -   (49,583)
     Segment assets                        383,636          -      -   383,636
</TABLE>

     The  following represents reconciliations from segment totals to the totals
     reflected  in the unaudited consolidated financial statements for the three
     month  periods  ended  September  30,  2004  and  2003:

<TABLE>
<CAPTION>
     PROFIT OR LOSS
     --------------
<S>                                                             <C>         <C>
     Total loss for reportable segments                         $(647,002)  $ (49,583)
     Corporate interest expense                                   (27,863)    (86,189)
     Intercompany management fees                                   5,000           -
     Unallocated corporate general and administrative expenses    (65,265)   (228,270)
                                                                ----------  ----------

                Loss before income taxes                        $(735,130)  $(364,042)
                                                                ==========  ==========
</TABLE>


                                       11
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                   ----------


6.   SEGMENT  REPORTING,  CONTINUED
     ------------------------------

     ASSETS
     ------
     Total assets for reportable segments  $364,758  $383,636
     Assets held by corporate:
         Cash                                 8,334    19,761
         Note receivable                          -    60,000
         Deferred financing costs                 -    38,840
         Other assets                           588    48,219
                                           --------  --------

                Total consolidated assets  $373,680  $550,456
                                           ========  ========

     The  following  represents selected segment information for the nine months
     ended  September  30,  2004:

<TABLE>
<CAPTION>
                                          OTHER
                                        TECHNOLOGY    RESERVE       SCAN        TOTALS
                                       ------------  ----------  ----------  ------------
<S>                                    <C>           <C>         <C>         <C>
     Revenues from external customers  $    55,060   $       -   $       -   $    55,060
     Segment loss                         (138,121)   (488,172)   (486,439)   (1,112,732)
</TABLE>

     The  following  represents selected segment information for the nine months
     ended  September  30,  2003:
<TABLE>
<CAPTION>
                                          OTHER
                                        TECHNOLOGY   RESERVE   SCAN    TOTALS
                                       ------------  --------  -----  ---------
<S>                                    <C>           <C>       <C>    <C>
     Revenues from external customers  $    59,916   $      -  $   -  $ 59,916
     Segment loss                          (60,762)         -      -   (60,762)
</TABLE>

     The  following  represents  the  reconciliations from segment profit to the
     total  profit  reflected in the unaudited consolidated financial statements
     for  the  nine-month  periods  ended  September  30,  2004  and  2003:

<TABLE>
<CAPTION>
                                                                    2004          2003
                                                                ------------  ------------
<S>                                                             <C>           <C>
     Total loss for reportable segments                         $(1,112,732)  $   (60,762)
     Corporate interest expense                                     (76,335)     (339,622)
     Gain on settlement of corporate payables                             -        26,743
     Intercompany management fees                                    55,000             -
     Unallocated corporate general and administrative expenses     (531,549)     (699,765)
                                                                ------------  ------------

        Loss before income taxes                                $(1,665,616)  $(1,073,406)
                                                                ============  ============
</TABLE>


                                       12
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

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

FORWARD LOOKING STATEMENTS AND INFORMATION

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

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

OPERATIONS

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

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

In  June  2004,  SCAN  entered  into  a  professional services contract with SBC
Communications  calling  for SBC to actively market the SCAN program to their 35
million  telephone  customers along with participating in a marketing and public
relations  press  tour  to  promote  the  program. SCAN is to receive an initial
set-up  fee  of  $300,000,  contingent upon the accomplishment of certain goals,
plus  fifteen  cents  per  SBC  customer  who  becomes  a  SCAN  customer in SBC
territories,  per year.  However, no licensing fees will be earned for the first
two  million  customers.  In  August  2004, the Company received $150,000 of the
set-up  fee  which  has  been recognized as deferred revenue as of September 30,
2004.   The  program also provides SCAN the opportunity to distribute co-branded
credit  cards,  pre-paid  calling  cards,  security  software and other security
related  products  to  a  massive  security  conscious  database.

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


                                       13
<PAGE>
purchase  standard filtering equipment. These low producing wells are capped and
listed  as  "Shut-in wells". There are currently more than 200,000 shut-in wells
in  the  U.S.,  containing  an  estimated  60 trillion cubic feet of natural gas
valued  at  over  $240 billion. Reserve plans to capture a share of that market.
Reserve has received a signed agreement for up to $1.1 million dollars in bridge
loan  financing.  As  of  September 30, 2004, $960,000 was outstanding under the
bridge  loan.

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

During  the  past  year we have completely restructured Sharp Technology. We are
applying  our  experience  in implementing mass distribution projects with large
corporations  along  with  our experience in network security and development to
forge  a  market with secure optical media CD's.  According to DataQwest, orders
for  CDs  were  approximately  3.0  billion units or $468 billion dollars in the
United  States  in  2000.  Worldwide  distribution  of  specialty CDs totaled an
estimated  7.5  billion  disks in 2001. Distribution is expected to double to 15
billion  disks  this  year.  The  wide  spread distribution of these CDs are now
driving  down  the  cost of CD production to a commodity level.  Our focus is on
co-branded  credit cards.  We are now in conversations with many of the nation's
largest banks to deliver an exclusive, patented optical media CD or DVD ("OMCD")
which  can  be  personalized, containing embedded time-release content with full
security  features.  These new optical media CDs have proven to deliver a 14% to
47%  average  response rate, compared to less than 1% for direct mail and 3% for
standard CDs. The new CD also prompts the customer to retain the CD for repeated
plays,  thereby increasing its shelf life. The end result is that our one-dollar
and  fifty-cent  OMCD  is  more  cost  effective  than the standard seventy-cent
commodity  CD  currently being delivered by competing companies.  By achieving a
2.5%  or  better response rate our technology is more cost effective than direct
mail.

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

RESULTS  OF  OPERATIONS FOR THE THREE AND NINE-MONTH PERIODS ENDED SEPTEMBER 30,
2004  AND  2003

During  the  three and nine-month periods ended September 30, 2004, we had total
revenues  of  $13,340  and  $55,060, respectively, compared to total revenues of
$28,000  and  $60,000  for the same respective periods ended September 30, 2003.
Revenues  during  both  periods  were  related primarily to Hyper CD technology.

Costs  of  sales  totaled  $140,000  and  $235,000  for the three and nine-month
periods ended September 30, 2004, respectively, compared to $71,000 and $100,000
for  the same respective periods ended September 30, 2003.  The increase in cost
of  sales  in  2004  over 2003 is due to development costs and contractual costs
incurred  by  SCAN  on  their  alert  system.

Selling, general and administrative expenses totaled $561,000 and $1,382,000 for
the  three  and  nine-month  periods  ended  September  30,  2004, respectively,
compared  to  $235,000  and  $700,000  for  the  same  respective  periods ended
September  30,  2003.  The $326,000 and $682,000 increases in these expenditures
between the respective three and nine-month periods ended September 30, 2004 and
2003  can  be attributed to higher levels of payroll, consulting expense, travel
and  professional  fees  associated  with  the  start-up  of  two new subsidiary
companies  during  2004.


                                       14
<PAGE>
Interest  expense  totaled  $47,000  and  $104,000  for the three and nine-month
periods ended September 30, 2004, respectively, compared to $86,000 and $340,000
for  the  same  respective  periods  ended  September 30, 2003.  The $39,000 and
$236,000  decreases  between  the  respective three and nine month periods ended
September  30,  2004  and 2003 can be attributed to the unusually high financing
costs  associated  with  debt obtained during 2003 as well as settlement charges
incurred  in  2003  for  not  paying  a  note  payable  when  due.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  September  30, 2004 we have an accumulated deficit of $12.4 million. We
have a working capital deficit of $5.1 million at September 30, 2004.  Operating
losses  have  continued  during  2004.  As a result of shortfalls in anticipated
funding,  we  are delinquent on certain payroll tax deposits due the IRS as well
as  certain  payments  due  under  notes  payable  agreements.  We are currently
pursuing  a business strategy that includes potential acquisitions and marketing
to  potential  new  customers.  While  pursuing  this  strategy,  we  expect  to
experience  cash  flow  deficits,  which  will necessitate additional financing.
However,  there  can be no assurances that future debt or equity funding will be
available  or  have  terms we find acceptable.  These events raise a substantial
doubt  as to our ability to continue as a going concern. As a result, the report
of  our  independent  public  accountants,  which  accompanied  our consolidated
financial  statements  for  the year ended December 31, 2003, was qualified with
respect  to  that  risk.

At  September  30, 2004 we have no material outstanding purchase commitments and
during fiscal years 2004 and 2003 there are no significant elements of income or
loss that do not arise from our continuing operations. Further, we do not expect
material  changes  in our results of operations from period to period based upon
the  seasonality  of  our  business.

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

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

CRITICAL  ACCOUNTING  POLICIES

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

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

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

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

The Company accounts for employee stock options using the intrinsic value method
in  accordance  with  Accounting  Principles  Board  Opinion  ("APB")  No.  25,
Accounting  for  Stock  Issued to Employees, and has adopted the disclosure-only
alternative of SFAS No. 123, Accounting for Stock-Based Compensation, as amended
by  SFAS  No.  148,  Accounting  for  Stock-Based  Compensation-Transition  and
Disclosure.  Under  the  intrinsic  value  method, the Company has only recorded
stock-based  compensation  resulting  from  options granted at below fair market
value.


                                       15
<PAGE>
OFF  BALANCE  SHEET  ARRANGEMENTS
---------------------------------

None


ITEM  3.  CONTROLS  AND  PROCEDURES

As  of  September  30,  2004,  the  Company carried out an evaluation, under the
supervision  and  with  the participation of the Company's management, including
the  Company's  Chief  Executive Officer and Principal Financial Officer, of the
effectiveness  of  the design and operation of the Company's disclosure controls
and  procedures  (as defined in Exchange Act Rule 13a-15(e) and Rule 15d-15(e)).
Based  upon that evaluation, the Company's Chief Executive Officer and Principal
Financial  Officer  concluded  that  the  Company's  disclosure  controls  and
procedures  are  effective  at  a  reasonable  level  in timely alerting them to
material  information relating to the Company that is required to be included in
the  Company's  periodic  filings  with  the Securities and Exchange Commission.
There  has  been  no  change  in  the  Company's internal control over financial
reporting that occurred during the Company's most recent fiscal quarter that has
materially  affected or is reasonably likely to materially affect, the Company's
internal  control  over  financial  reporting.

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


                                       16
<PAGE>
                                     PART II

ITEM 1.     LEGAL  PROCEEDINGS

In  November  1999, Sharp Technology entered into a development and distribution
partnership agreement with Qwest Communications (then US West).  Pursuant to the
provisions of this agreement, we completed the development of a certain Internet
software  application  which Qwest agreed to advertise and actively market for a
period  of  three  years  to  its  current and future Internet access customers.
Qwest  did  not  perform under this agreement.  Sharp Technology is pursuing our
right  to  binding  arbitration  with  Qwest for specific performance under this
agreement  or  to  be  compensated  for  our  loss  of  revenue.

In  connection with that same development and distribution partnership agreement
with  Qwest,  Sharp  Technology 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.

In  June  2004  the  above  legal matters between Sharp Technology and Qwest and
Navi-Gates  were scheduled for an arbitration hearing to be held at the Houston,
Texas  offices  of  the  American  Arbitration  Association  in  February  2005.

ITEM 2.    UNREGISTERED  SALES  OF  EQUITY  SECURITIES  AND  USE  OF  PROCEEDS

During  the quarter ended September 30, 2004, we made the following transactions
in  reliance  upon exemptions from registration under the Securities Act of 1933
as  amended  (the  "Act").

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

In  August  2004,  we issued 72,407 shares of common stock to an individual upon
the  exercise  of an outstanding warrant with proceeds of $724 recognized by the
Company.  This  transaction  was  made  in  reliance on Section 4(2) of the Act.


                                       17
<PAGE>
ITEM 6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

Exhibit No.     Identification  of  Exhibit

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

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

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

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


(b)  REPORTS  ON  FORM  8-K

None


                                       18
<PAGE>
                                   SIGNATURES


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

Sharp Holding Corporation


By:  /s/  George  Sharp                                      November 17, 2004
-------------------------------------------------
George Sharp, Director, Chief Executive Officer,
Principal Financial Officer and President



                                       19
<PAGE>