Exhibit 31.2


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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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:    NOVEMBER 17, 2004

/S/  GEORGE SHARP
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GEORGE  SHARP
PRINCIPAL FINANCIAL OFFICER OF SHARP HOLDING CORPORATION


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