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  annual  report  on  Form  10-KSB  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 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:

     a)   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  annual  report  is  being  prepared;
     b)   evaluated  the  effectiveness  of  the  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 a the end of the period covered by this report based
          on  such  evaluation;  and
     c)   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  (Sharp  Holding
          Corporation's fourth quarter in the case of an annual report) 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  controls  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 the registrant's internal
          controls  over  financial  reporting.


Date:  April 14, 2004

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


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