SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-KSB

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

                  For the fiscal year ended December 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.)

          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)


         SECURITIES REGISTERED UNDER SECTION 12(b) OF THE EXCHANGE ACT:

                           Title Of Each Class     N/A
                Name Of Each Exchange On Which Registered     N/A

         SECURITIES REGISTERED UNDER SECTION 12(g) OF THE EXCHANGE ACT:

                         COMMON STOCK,  $.001 PAR VALUE
                   ------------------------------------------
                                (Title of Class)

Check  whether  the  issuer:  (1) filed all reports 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  filing  such  filing  requirements for the past 90 days.   Yes  [X]   No [ ]

Check  if there is no disclosure of delinquent filers in response to Item 405 of
Regulation  S-B  is contained in this form, and no disclosure will be contained,
to  the  best  of  registrant's  knowledge,  in  definitive proxy or information
statements  incorporated  by  reference  in  Part  III of the Form 10-KSB or any
amendment  to  this  Form  10-KSB  [ ]

Issuer's  revenues  for  the  year  ended  December  31,  2003 were $82,675. The
aggregate  value  of  Common  Stock  held by non-affiliates of the registrant at
March  23,  2004  based  upon  the  last  reported  sales prices on the National
Association  of  Securities  Dealers OTC Bulletin Board was $3,058,614. At March
23,  2004,  there  were  25,488,448  shares  of  Common  Stock  outstanding.


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                                TABLE OF CONTENTS


                                     PART I

Item  1.   Description  of  Business                                           3

Item  2.   Description  of  Property                                          10

Item  3.   Legal  Proceedings                                                 10

Item  4.   Submission  of  Matters  to  a  Vote  of  Security  Holders        11


                                     PART II

Item  5.   Market for Registrant's Common Equity and Related
           Stockholder Matters                                                11

Item  6.   Management's  Discussion  and  Analysis  of Financial
           Condition and  Results  of  Operations                             13

Item  7.   Financial  Statements                                              15

Item  8.   Changes  in  and  Disagreements  With  Accountants
           on Accounting and Financial  Disclosure                            15

Item  8A   Controls  and  Procedures                                          16


                                    PART III

Item  9.   Directors, Executive Officers, Promoters and Control Persons;
           Compliance  with  Section  16(a)  of  The  Exchange  Act           17

Item  10.  Executive  Compensation                                            19

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners
           and  Management                                                    20

Item  12.  Certain Relationships and Related Transactions                     21

Item  13.  Exhibits  and  Reports  on  Form  8-K                              22

Item  14.  Principal  Accountant  Fees  and  Services                         22


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                                     PART I

ITEM 1.   DESCRIPTION  OF  BUSINESS

THE  COMPANY

Sharp Holding Corporation, a Delaware corporation together with its wholly-owned
subsidiary,  Sharp  Technology,  Inc. (Sharp Technology), a Delaware corporation
(the  "Company",  "Sharp" or "we"), 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 software products as premium
components  in  their  strategic  marketing  and  e-finance  campaigns.

Sharp  Holding  Corporation  plans  to  develop  and grow additional early-stage
technology  companies  that  have  the  potential to increase future shareholder
value.

During  the first few years of operations our primary source of business revenue
was  derived  from  a  series  of  agreements with U S West/Qwest Communications
("Qwest").  Qwest,  formerly  one  of  the  "Baby-Bells",  in  addition  to  its
telephone  services  delivers  high-speed  Internet connections worldwide. 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  agreements called for Qwest to pay for the majority of the sales, marketing
and  distribution  costs  allowing  us  to  profit  by  minimizing  many  of the
traditional  costs  of mass distribution.  In one such contract Sharp and Qwest,
entered  into  a development, marketing and distribution partnership to create a
child  protection  program  for the Internet.  The agreement called for Sharp to
develop  the  program.  Qwest  was  to  market,  distribute, support and collect
payment  for  the  program.  Revenue  was  equally  split  during the three-year
agreement.

Another of our contracts with Qwest included the release of a content management
software  program  to  all  Qwest  internet  customers  and  potential  internet
customers.  Qwest has not performed under this agreement.  We are in the process
of  exercising  our  right  to  binding  arbitration  with  Qwest  for  specific
performance  under  this  agreement  or  be compensated for our loss of revenue.

During  the  past  year  we  have  completely  restructured the company.  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 in on
co-branded credit cards.  We are now in discussions with several 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.  We have recently entered into an
agreement  with  a  large  bank  to  test  our product with one of their airline
partners.  If  we deliver increased response rates on the test mailing, the bank
will award us a continuing contract for a mass mailing of our products.


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We  have  recently  entered  into  a  ten-year  agreement  with  the  California
Organization  of  Police  and  Sheriffs "COPS" to distribute a homeland security
alert  program to California residents.  The COPS organization is organizing the
support  of  police and public safety agencies and state representatives to back
the  program.  We  will  be  working  with  large corporations to distribute the
program  to  their  customers across the state.  We are projecting expanding the
program  nationally  late  in  2004.  The  program  provides  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.

HISTORY

On December 18, 2000, Celebrity Entertainment Group, Inc. ("Celebrity"), and its
wholly-owned  subsidiary,  Sharp  Florida  Acquisition  Corp.,  entered  into an
Agreement  and  Plan  of  Merger  and  Reorganization  ("Agreement")  with Sharp
Technology, Inc. Pursuant to the Agreement, Celebrity acquired all of the issued
and  outstanding  shares  of  Sharp  Technology,  and  Sharp Technology became a
wholly-owned  subsidiary  of Celebrity. As consideration for the shares of Sharp
Technology,  Celebrity  issued  an  aggregate of 6,518,248 shares of Celebrity's
common  stock  to  the  former Sharp Technology stockholders effecting a 3-for-1
exchange  of  Sharp  Technology's  shares  for those of Celebrity. Following the
transaction,  Sharp  Technology's former stockholders owned approximately 71% of
Celebrity's  issued  and  outstanding  shares. The exchange of the consideration
involved  resulted  from  arms-length  bargaining,  and  there  was  no previous
relationship  between  Celebrity  and  Sharp Technology and/or its stockholders.

The  Merger  between  Celebrity  and  Sharp  Technology  was  accounted for as a
recapitalization  of  Sharp  Technology  for  financial reporting and accounting
purposes;  therefore,  Sharp  Technology was considered the predecessor company.
As  such, the capital accounts in the accompanying balance sheets, including all
share  information presented in the notes to the financial statements, have been
reflected  on  an  equivalent  share  basis to give effect to the exchange ratio
discussed  above.  Prior  to  its  merger with Sharp Technology, Celebrity was a
dormant  shell  company  with  discontinued  operations.

On  April  19,  2001,  pursuant  to  an  affirmative  vote  of its shareholders,
Celebrity  entered into an Agreement and Plan of Merger (the Agreement) with and
into  its wholly owned Delaware subsidiary, Sharp Holding Corporation. Under the
terms  of  the  Agreement,  Sharp  Holding  was  the surviving corporation. As a
result,  our name was changed from Celebrity Entertainment Group, Inc., to Sharp
Holding  Corporation,  and  our  state  of  domicile  was  moved from Wyoming to
Delaware.  Further, all of the issued and outstanding shares of Celebrity common
stock,  and all stock options and stock purchase rights outstanding in Celebrity
were exchanged for an identical number of shares and rights in Sharp Holding. At
the  close of the transaction, our new certificate of incorporation provides for
80,000,000  shares  of  common stock authorized, $.001 par value, and 20,000,000
shares  of  preferred  stock  authorized,  $.001  par  value.

Sharp  Technology  was  incorporated  on  October 13, 1998, but did not commence
operations  until  January  1999.  Sharp  Technology  was  organized to license,
develop  and  market  Internet-related  software products and provide innovative
marketing  solutions  to  Redistribution  Partners.

We  include  the  following  cautionary  statement  in  this  Form10-KSB 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-KSB are forward-looking
statements.  Words  such as "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.

PRODUCTS, SERVICES AND MARKETING

We develop and/or license software solutions for bundled delivery in conjunction
with  our Redistribution Partners. The contents of our offerings are targeted at
helping  those  partners  retain customers, develop new customers and strengthen


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their  Internet  brand  presence. We believe that our focus on implementing mass
distribution  projects  along  with  our  experience  in  network  and  internet
security,  and  e-commerce,  is  closely  aligned  with  these  objectives.

The  Company's  general  marketing  strategy  includes:
1.   The  creation of revenue opportunities and "brand name" recognition for the
     Company  and  its products using collaborative marketing and Redistribution
     Partnerships  with  large  corporations.
2.   The  extension  of  the  Company's  revenue  opportunities and "brand name"
     recognition  by  leveraging  the  benefits  derived  from  Redistribution
     Partnerships  with  additional  targeted  redistribution  candidates  and
     third-party  software  developers.
3.   The  expansion  of  the  Company's  installed  end-user  customer  base via
     "customer  sharing"  and  "co-branding"  arrangements  with  Redistribution
     Partners.
4.   The intelligent use of the Internet or embedded desktop connections to sell
     product upgrades and new program offerings to the Company's shared customer
     base.

The Company's specific product offerings include:

"Desktop Mall"  - is an easy-to-use e-commerce software program that is anchored
--------------
to  the  computer  desktop.  It makes Internet shopping easy by providing direct
connections  to  "Brand Name" stores that consumers already know and trust. Once
installed,  Desktop  Mall  can  securely alert shoppers to sales, promotions and
offerings without the use of "cookies" or "spam" e-mail. Desktop Mall aggregates
and  facilitates  on-line  purchasing  from  a  variety of widely known vendors.

"It's  Your  Net"  -  is  a  desktop software filter that can provide a safe and
-----------------
focused  Internet environment for users of all ages. This easy-to-use technology
allows  a  parent  or administrator to establish and enforce customized Internet
access privileges on a user-by-user basis. Unlike current Internet filters, It's
Your  Net  is  fully  integrated  into  the  computer's operating system and can
control  all  forms  of  Internet  traffic including; HTTP Web activity, E-mail,
Chat,  FTP  (file  downloads)  and  NNTP  News  Activity.  Its Your Net provides
complete  Internet  access  administration  and  content  management  for homes,
schools,  and  small  businesses.

During  fiscal  years  through 2002 the Company provided US West Communications,
Inc.  (now  Qwest)  with a series of software bundles carefully selected to help
consumers,  families  and  schools meet the challenges brought about by emerging
technologies.  The  following  software titles were included among the offerings
in  these  bundles;  NetSnitch  (by  NetSnitch  LLC)  - Monitors Internet use by
children,  students,  and  employees, Ace Reader (by Stepware, Inc.) - A reading
and  speed-reading  training program, Comp-U-Course (by CBT Systems Limited) - A
tutorial  program  on  Internet  use, Dr. Y2K (by Coherence Technology, Inc.)- A
system  diagnostic  tool  to  identify  Year  2000  issues for desktop operating
systems,  and  RamDoubler  (by  Symantec)  -  A  software solution for Macintosh
computers  to  help  extend  effective  Ram  capacity.

In  addition  to  the  inclusion of its products in software bundles for sale in
connection  with  its  Redistribution  Partners, the Company offers its products
through  a  variety  of  vehicles  including:

1.   Direct web site download sales,
2.   Affiliated web site download sales,
3.   Indirect reseller contract sales,
4.   E-mail and web site upgrade solicitations, and
5.   Certain direct license sales to corporate and institutional targets

THE  MARKET

Recent  events  have  shed important light upon the manner in which the Internet
will  be  integrated into the daily experience of the average consumer. What was
once  widely  considered  a  "revolutionary"  process  has  now  been  termed an
"evolutionary"  one.  The  fear  that  Internet  "category-killers" could easily
transplant  industry  stalwarts  has  been replaced by the knowledge that habit,
customer  loyalty  and  branding  have  a considerable permanence. The internet,
however,  remains the largest, most pervasive and rapidly expanding influence on
the  way  companies  conduct  their  daily  business.  It has emerged as a major
platform  for  communication,  providing  new, highly efficient channels through
which  companies  can  engage  in commerce and interact directly with customers.
Computer Industry Alamanac forecasts that over 945 million people worldwide will
be  using  the  Internet  by  the  end  of  2004 and The Gartner Group estimates
commerce  conducted over the Internet will grow to nearly $6.0 trillion in 2004.


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One  can  conclude  that  the importance of the Internet has not diminished. The
manner  in  which  Internet  technologies  will be adopted, however, has changed
dramatically.  The focus is no longer on a few technologically advanced Internet
market  makers.  Instead,  almost  every  major corporation is in the process of
examining  how  the  real  benefits  of the Internet can be put to work in their
organizations.  Faced  with growing competition, deregulation and globalization,
companies are increasingly looking to utilize Internet technologies to develop a
sustainable  competitive  advantage.  They  have  begun  to  expand their use of
efficient  and  low-cost Internet technologies to replace or enhance traditional
operations,  such  as customer relationship management, supply and service chain
management,  employee  training  and  communication.

For  certain  companies,  especially  those in a business-to-business arena, the
utilization  of  the  Internet  will be less public. Stronger Intranets and more
efficient  supply  chain  management  will  result in tremendous benefits. Those
efficiencies,  however,  may  not  be  highly  visible  to the average consumer.

For  other  companies,  whose principal task is to develop and maintain consumer
loyalty,  Internet  branding  has  become an important point of differentiation.
Obviously  companies  directly  involved in the convergence of the Internet with
their  historic  service  offerings  have  been  the  first  to  respond.  The
telecommunications,  travel  and  financial  services  sectors  (including  both
banking  and  brokerage)  have  been all but restructured to include an Internet
service and marketing layer. In the case of telecommunications, the migration of
telephone  consumers to Internet services has become a core concern. The success
or  failure  of  these  companies to maintain and enhance revenues from Internet
subscribers  impacts their most fundamental service structures. As a result, the
entire  communications industry continues to undergo a restructuring. The use of
Internet  related  marketing  tools  and software incentives are a well-accepted
standard  in  these  market  sectors.

Of  equal  importance  to the Internet is the understanding that this electronic
marketplace  has  entered  its  "Branding"  phase.  Large  corporations  in  the
"brick-n-mortar"  world  are  likely  candidates  for  continued  success on the
Internet.  As  the  Internet  matures, it joins television and print as the most
powerful  media  for  brand  building.  With  the proliferation of computers and
hand-held  devices  this  reality  should  be no surprise. Unlike television and
print,  however,  the  Internet has an enormous advantage - It allows customized
two-way  communication.  Never  before have such effective or efficient customer
affiliation  tools  existed.  In  connection  with  this  battle  for  consumer
affiliation,  the  marketing  channels have seen an explosion in the use of CD's
and  other forms of "High-tech" marketing tools. Solicitations once reserved for
large  Internet  companies  like  America  On-Line  (AOL)  have  become  common
marketing techniques for most Internet service providers. Though computer owners
and  Internet users do not account for the majority of the consumer marketplace,
it  can be said with confidence that the intersection of Internet users with the
target  markets  for  many goods and services is high. As a result of the use of
the  Internet in school, libraries and malls the acceptance of the Internet as a
way  through  which  to  maintain  and service customer loyalty has a meaningful
appeal.

The Internet can provide valuable customer affiliation benefits. Those benefits,
however,  must  be  customized  to  the recipient. The content and functionality
delivered in Internet marketing solicitations must be carefully crafted. It must
be  timely,  easy-to-use  and  responsive  to  the  interests  of  the  targeted
demographic.  It  must  also  continue  to work in a technically reliable manner
throughout  its  life.  For  these reasons, many corporations lack the necessary
internal  resources  to  design,  develop  and  maintain  an  Internet  customer
affiliation  program.  As  a  result,  a  market  for these services is growing.

The  Company  believes  its  blend  of  software  development experience and the
history  of  its management in consumer marketing provides a basis from which it
can  compete  to  satisfy  this  demand.

COMPETITION

The  market for specialized Internet applications is highly competitive, and the
Company expects that this competition will intensify in the future.  The Company
has  taken  steps to license or acquire patented technology to gain advantage in
its  niche  markets.  The  Company's  marketplace  is  characterized  by  rapid
technological  change,  evolving  industry standards and compressed product life
cycles.  The Company believes the principle factors impacting competition in its
markets  are  strategic  affiliations, time to market, cost, product quality and
performance,  intellectual  property,  customer relationships and reputation. In
providing  specialized  software application design and development, the Company
competes  with  numerous  businesses  that  provide  software  tools that enable
customers  to  develop  specific  Internet-enabled  software  applications  and
companies that choose to develop Internet application products internally. There
are  large  custom software developers, integrators and resellers whose services
include  a  broad  range of Internet and Intranet security software applications


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design  and development services. The Company believes that with respect to such
large  companies,  it  enjoys  a  certain  niche market advantage related to its
costs, smaller size and flexibility of response. There is no assurance, however,
that  the Company will be able to compete effectively against these competitors.

TRADEMARKS, ROYALTY AND LICENSE AGREEMENTS

Our  rights  to  the  following  trademarks  are  based upon common law, and our
substantial  and continuous use of these trademarks in interstate commerce: IT'S
YOUR  NET(TM)  and  DESKTOP  MALL(TM).

Our  intellectual  property is important to our business, and we seek to protect
our  intellectual  property  through  copyrights,  trademarks,  patents,  trade
secrets,  confidentiality  provisions  in  our  customer, supplier and strategic
relationship  agreements, and nondisclosure agreements with third parties. There
can  be  no assurance that measures we take to protect our intellectual property
will  be successful or that third parties will not develop alternative solutions
that  do  not infringe upon our intellectual property.  In addition, we could be
subject  to  intellectual property infringement claims by others.  These claims,
and  any  resultant litigation, should it occur, could subject us to significant
liability  for  damages.  In  addition,  even if we prevail, litigation could be
time  consuming and expensive to defend and could result in the diversion of our
time and attention. Any claims from third parties may also result in limitations
on  our  ability to use the intellectual property subject to these claims unless
we  are  able  to  enter  into agreement with any potential parties making these
claims.

In  addition,  we  face the risk of our licensing partners misrepresenting to us
that  they have all necessary ownership rights in the applications or content we
redistribute.  Any  alleged  liability  could  harm our business by damaging our
reputation,  requiring  us to incur legal cost in defense, exposing us to awards
of  damages  and  cost  and  diverting management's attention which could have a
adverse  effect on our business, results of operations, and financial condition.
Our  licensing partners generally agree to hold the Company harmless from claims
arising  from their failure to have the rights necessary to grant redistribution
licenses.  However,  third  parties may contest this responsibility or licensing
partners  may  not  have  sufficient  resources  to defend claims and we have no
insurance  coverage  for  claims  of  this  nature.

During fiscal years 2003 and 2002 we were subject to the following license or
royalty agreements:

In  August 2000, we licensed Qwest the rights to distribute an Internet security
software application (HackTracer) for a period of two years.  Under the terms of
this  license,  we  were  required to provide support throughout its term. Total
consideration  for  distributions of HackTracer during the term of the agreement
was  $728,049,  plus  50  percent  of  all  gross  profits  from  the license of
HackTracer  to  Qwest's customers.  The $728,049 was recognized ratably over the
two-year  term  of  the  agreement.

Beginning  January  1,  2001,  we  licensed  Qwest  the  rights  to distribute a
collection  of Internet software programs, "The New Collection", for a period of
20  months.  The New Collection contained six volumes of software. Consideration
for  distribution of the New Collection was $300,000 plus a royalty fee of $1.50
per  software volume requested by and provided to each Qwest.net customer during
the term of the license agreement. We were required to provide telephone support
for  the  term  of  the  agreement. The $300,000 was recognized ratably over the
two-year  term  of  the  agreement.

Effective May 29, 2003, we obtained 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.

OTHER RISK FACTORS

We  commenced  operation  in  January 1999.  We have a limited operating history
upon  which  to  evaluate  our  operations,  future  prospects,  business market
potential,  revenue  and  income.  Our ability to implement our business plan is
uncertain.  Future  profitability  must  be  considered  in  light of the risks,
uncertainties,  expenses and difficulties frequently encountered by companies in
their  early  stages  of  development, particularly companies in new and rapidly
evolving  markets  such  as  the  Internet.  In  addition  to the business risks
discussed  in  other sections of this Form 10-KSB, certain other risk factors to
which  we  are  subject  are  outlined  below.

Liquidity  And  Capital  Resources
----------------------------------
Through  December  31, 2003, we have an accumulated deficit of $10.8 million. Of
that amount, $4 million resulted from stock-based compensation and consideration
related  to  the  fair  market  value  of  stock  and  stock warrants granted in


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connection  with  employee compensation, certain software development contracts,
financial  services  consulting agreements, and warrants granted to certain debt
holders. We have a working capital deficit of $3.6 million at December 31, 2003.
Operating  losses and negative cash flow 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 note payable
agreements.  Our  management  is  currently  pursuing  a  business strategy that
includes  potential  acquisitions  of other companies 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  accompany the consolidated financial statements incorporated
into  this  Form  10-KSB  has  been  qualified  with  respect  to  that  risk.

We've financed our operations from inception primarily through private financing
transactions  and  payments  related  to our agreements with Qwest Communication
Services,  Inc. 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.

Reliance Upon Strategic Partnerships, Acquisitions And Relationships
--------------------------------------------------------------------
Substantially  all  of  our past revenues were generated by sales to one company
(Qwest)  consisting  of  a  software licensing sale and a series of subscription
contracts.

We  depend on third party companies and on strategic partnerships to develop and
distribute our products. The loss of their services has an adverse effect on our
business.  Further,  mergers  or  corporate  reorganizations  involving  these
strategic  partners  could  result in changes in control personnel and strategic
direction  or  significant  reorganization  in  business structure. Such changes
could  weaken  or  displace  our  strategic  alliances.

Growth  of  our  business  requires  development  of  our  technology, products,
services  and  customer  base,  and  therefore,  we  may,  in the future, pursue
strategic  acquisitions  of  complementary  businesses.  Acquisitions  entail
numerous  risks,  including  difficulties  in  the  assimilation  of  acquired
operations  and  products, diversion of management's attention to other business
concerns,  amortization  of acquired intangible assets and potential loss of key
employees of acquired companies.  There can be no assurance that we will be able
to  integrate  successfully any operations, personnel, services or products that
might  be  acquired  in  the  future  or  that many acquisition will enhance our
businesses.  There  can  be no assurance that we will develop such relationships
or  if  developed  that  they  will  prove  successful  or  profitable.

Market Demand, Rapid Technological Change And The Emerging Internet
-------------------------------------------------------------------
The Internet software industry is characterized by rapid technological advances,
changes  in  customer  requirements,  frequent  new  product  introductions  and
enhancements  and  evolving industry standards in computer hardware and software
technology.  As a result, we must continually change and improve our products in
response  to  changes  in  operating systems, application software, computer and
communications  hardware,  networking  software,  programming tools and computer
language technology. The introduction of products embodying new technologies and
the emergence of new industry standards may render existing products obsolete or
unmarketable.  In  particular, the market for Internet and intranet applications
is  relatively  new  and  is rapidly evolving. Our future operating results will
depend  upon  our  ability  to  enhance  our current products and to develop and
introduce  new  products  on  a  timely  basis  that  address  the  increasingly
sophisticated  needs  of  our  customers  and  that keep pace with technological
developments, new competitive product offerings and emerging industry standards.
There  can  be  no  assurance  that:  we  will  be  successful in developing and
marketing  new  products  or  product enhancements that respond to technological
change and evolving industry standards, that we will not experience difficulties
that  could  delay  or  prevent  the  successful  development,  introduction and
marketing  of  these products, or that any new products and product enhancements
will  adequately  meet  the  requirements  of the marketplace and achieve market
acceptance. If we do not respond adequately to the need to develop and introduce
new products or enhancements of existing products in a timely manner in response
to  changing market conditions or customer requirements, our business, operating
results  and  financial  condition  would  be  materially  adversely  affected.

The  markets  for  our  products are rapidly evolving. There can be no assurance
that  the  Internet  or  common  public  protocols  will  continue to be used to
facilitate communications or that the market for Internet marketing and software
in  general will continue to expand or that the demand for our software products
in particular will expand. Continued growth of this market will depend, in large


                                        8
<PAGE>
part, upon the continued expansion of Internet usage by consumers, the number of
organizations  adopting  or  expanding  Internet use for marketing, and upon the
ability  of  their respective infrastructures to support an increasing number of
users  and  services.  If the necessary infrastructure or complementary products
and  services  are  not  developed  in  a  timely  manner and, consequently, the
Internet  software  markets  fail  to grow or grow more slowly than we currently
anticipate,  our  business,  operating  results and financial condition would be
materially  and  adversely  affected.

Product  Liability;  Risk  Of  Product  Defects
-----------------------------------------------
Our  sales agreements typically contain provisions designed to limit exposure to
potential  product liability or related claims. In selling our products, we rely
primarily  on  "shrink  wrap" licenses that are not signed by the end-user, and,
for this and other reasons, such licenses may be unenforceable under the laws of
certain  jurisdictions.  As a result, the limitation of the liability provisions
contained  in  our  agreements  may  not  be  effective. We may have the risk of
product  liability and related claims. A product liability claim brought against
us could have a material adverse effect upon our business, operating results and
financial  condition.

Software  products as complex as those we offer may contain undetected errors or
failures when first introduced or when new versions are released. In particular,
the personal computer hardware environment is characterized by a wide variety of
non-standard  configurations  that  make  pre-release testing for programming or
compatibility  errors very difficult and time-consuming. Despite our testing and
testing  by  current  and  potential  Redistribution  Partners,  there can be no
assurance  that  errors  will  not  be  found  in new products or releases after
commencement  of  commercial  shipments.  The  occurrence  of these errors could
result  in adverse publicity, loss of or delay in market acceptance or claims by
resellers against us, any of which could have a material adverse effect upon our
business,  operating  results  and  financial  condition.

Governmental Regulation
-----------------------
We  are  not  currently  subject to direct regulation by any governmental agency
other  than  laws  and  regulations  generally  applicable  to  businesses.  Few
existing laws or regulations specifically apply to the Internet.  However, it is
likely that a number of laws and regulations may be adopted in the United States
and  other  countries  with respect the Internet. These laws may relate to areas
such  as content issues (such as obscenity, indecency and defamation), copyright
and  other  intellectual property rights, caching of content by server products,
encryption  concerns,  including  export  controls, electronic authentication or
"digital  signatures,"  personal  privacy,  advertising,  taxation,  electronic
commerce  liability,  email network and information security and the convergence
of  traditional  communication  services with Internet communications, including
the  future  availability of broadband transmission capability.  Other countries
and  political  organizations  are  likely to impose or favor more and different
regulation  than  that  which  has  been  proposed  in  the  United  State, thus
furthering  the  complexity  of  regulation.  The  adoption  of  such  laws  or
regulations,  and  uncertainties associated with their validity and enforcement,
may  affect  our  ability  to provide our products and services and increase the
costs associated with our products and service, and may affect the growth of the
Internet,  These  laws  or  regulations  may  therefore  harm  our  business.

OTHER

We  face no pressures with respect to the availability of raw materials required
to support our operations and do not foresee any material impact on our business
arising  from the effects of environmental legislation. During fiscal years 2003
and  2002, we incurred $700 and $206,000 respectively, of expenses classified as
costs  of  sales  and  services,  related  to  our  products.

EMPLOYEES

At  December  31,  2003  we  had  5  full-time  contract  employees,  4 contract
consultants  and other stand-by programmers for development contracts. To reduce
operating  cost  and increase efficiency, we restructured our labor force into a
performance-based  system.  We  hire  or release employees and/or consultants in
conjunction  with  the expansion or contraction of our business. The majority of
our  personnel  work  without  regular  compensation.  Since  the success of our
business  plan  depends  upon our ability to attract, train and retain qualified
personnel,  there is a risk that without sufficient capital we will be unable to
expand  or  replace  our  current  labor  force.  A union does not represent our
employees and there are no general labor contracts in effect. We believe we have
a good relationship with all of our employees and consultants.


                                        9
<PAGE>
SIGNIFICANT  TRANSACTION

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 restricted
common  stock  of the Company and warrants to purchase up to 1,000,000 shares of
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.

Effective  May  29,  2003,  the Company sold all of its assets held for sale and
issued  1,000,000  shares  of common stock and 1,000,000 warrants for a purchase
price  of  $300,000  and  a five-year technology license. The stock and warrants
issued  had  a  combined  value  of  $102,000.  The  license was recorded at its
estimated value of $383,210 and is being amortized over a three-year period. The
technology license gives the Company the right to make and sell HyperCD products
and  services for 5 years with no royalty in year one and $0.015 per each medium
sold in years two through five. There was no gain or loss on the sale of assets.

ITEM  2.   DESCRIPTION  OF  PROPERTY

The  lease on our primary office space in Houston expired on May 31, 2002 and we
continued  the  lease on a month-to-month basis through June 30, 2003.  On March
31,2002  we  closed  our Phoenix office which was on a month-to-month lease.  On
July  1, 2003 we leased our present main office, consisting of approximately 600
square feet located at 13231 Champion Forest Drive, Suite 213 in Houston, Texas.
Our  total rental expense for the fiscal year ending December 31, 2003 including
office  rents  and  certain  equipment  leases  was  $23,218.

ITEM  3.   LEGAL  PROCEEDINGS

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, 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.  On June 18, 2003 the Company reached a settlement that allowed
the  Company to pay a total amount of $400,000 that includes all interest, legal
fees,  and court costs on or before September 1, 2003.  If such payment had been
made  by  September  1,  2003,  in  accordance with the agreement, the 1,500,000
shares  of  the  Company's restricted common stock held as collateral would have
been  returned  to the Company.  Payment was not made according to the agreement
and  as  a result the Company was liable for an additional $75,000 on October 1,
2003.  This  additional  amount  has  been  accrued at December 31, 2003, and is
reflected  in  notes  payable  in  the  Consolidated  Balance  Sheet.


                                       10
<PAGE>
In  addition,  from  time  to  time, we are 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.

ITEM  4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

NONE

                                    PART II

ITEM  5.  MARKET  FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

Our common stock is traded on the National Association of Securities Dealers OTC
Bulletin  Board  under  the  symbol  "SHAR".  The  market  for our stock must be
characterized  as  a  limited  market due to the limited number of shares in the
public  float and the relatively small trading volume. No assurance can be given
that  the  over-the-counter  market,  or  any  market,  for  our securities will
continue  or  that the prices in such market will be maintained at their present
levels.  The following table sets forth, for the periods indicated, the high and
low  closing  bid  prices  for  the common stock of Sharp Holding Corporation as
reported  by  the National Quotation Bureau taking into account and restated for
all stock splits. The bid prices reflect inter-dealer quotations, do not include
retail  markups,  markdowns or commissions and do not necessarily reflect actual
transactions.

<TABLE>
<CAPTION>
                      Sharp Holding Corporation Common
                                   Stock
                        High Bid           Low Bid
                   ------------------  ----------------
<S>                <C>                 <C>
Fiscal Year 2002:
-----------------
First Quarter      $              .88  $            .21
Second Quarter     $              .50  $            .08
Third Quarter      $              .31  $            .07
Fourth Quarter     $              .18  $            .05

Fiscal Year 2003:
-----------------
First Quarter      $              .23  $            .06
Second Quarter     $              .20  $            .07
Third Quarter      $              .28  $            .07
Fourth Quarter     $              .17  $            .05
</TABLE>

At  March  23,  2004, the last bid price for our common stock as reported on the
OTC  Bulletin  Board  was  $.12  per share and the company had approximately 387
shareholders  of  record.

DIVIDEND  POLICY

We  have  not  paid  a  dividend on our stock since our incorporation and do not
anticipate  paying  any dividends in the foreseeable future. We intend to retain
earnings  to  finance expansion of our business, to repay outstanding and future
indebtedness  and  to  use  for  general operating purposes.  In the future, our
Board  of  Directors will determine whether we will pay any dividends, depending
upon  our  earnings,  financial  condition,  capital  requirements,  level  of
indebtedness,  contractual  restrictions  and  other  relevant  factors.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

During the quarter ended December 31, 2003, we issued unregistered securities in
transactions  exempted  from  registration  as  provided  in Section 4(2) of the
Securities  Act  of  1933  as  amended (the "Act").  Each certificate issued for
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.  No underwriter participated in,
nor did we pay any commissions or fees to any underwriter in connection with any
of  these  transactions.  The purchasers were knowledgeable about our operations
and  financial  condition.  We  believe  that  the  purchasers had knowledge and
experience  in financial and business matters which allowed them to evaluate the
merits  and  risk  of  receipt  of  our  securities.


                                       11
<PAGE>
In  December  2003,  we  issued  235,000  shares of common stock to a total of 4
individuals  who accepted these shares as payment-in-kind for services that they
rendered  to  us.  We  valued these transactions at $17,100.  These transactions
were  exempt  from  registration  pursuant  to  Section  4(2)  of  the  Act.

In  December  2003,  we  issued  309,000  shares of common stock to a total of 2
companies  who  accepted  these shares as payment-in-kind for services that they
rendered  to  us.  We  valued these transactions at $30,300.  These transactions
were exempt from registration pursuant to Section 4(2) of the Act.

In  December  2003,  we  a issued a warrant to purchase 100,000 shares of common
stock  to  one  individual  as payment-in-kind for services rendered to us.  The
warrant  has  an  exercise  price  of  $.50 and is exercisable over a three year
period.  We  valued  this  transaction at a total of $-0-.  This transaction was
exempt from registration pursuant to Section 4(2) of the Act.

In  December  2003,  we issued warrants to purchase a total of 700,000 shares of
common  stock  to  three individuals as payment-in-kind for services rendered to
us.  The warrants have a exercise price of $.10 and are exercisable over a three
year  period.  We  valued  thes  transactions  at  a  total  of  $2,100.  These
transactions  were exempt from registration pursuant to Section 4(2) of the Act.

In  December 2003, we issued warrants to purchase a total of 1,210,000 shares of
common  stock  to  three contract employees as payment-in-kind for compensation.
The  warrants  have  an  exercise  price  of  $.10  and  are  exercisable over a
three-year  period.  We  valued  these transactions at a total of $3,630.  These
transactions  were exempt from registration pursuant to Section 4(2) of the Act.

In December 2003, we issued a warrant to purchase 500,000 shares of common stock
to  Mr.  Schwartz,  our  Senior  VP,  as  payment-in-kind for compensation.  The
warrant  has  an  exercise  price  of  $.10 and is exercisable over a three-year
period.  We  valued this transaction at $1,500.  This transaction is exempt from
registration  pursuant  to  Section  4(2)  of  the  Act.

In  December 2003, we issued warrants to purchase 100,000 shares of common stock
to  each  of  Mr. Sharp, Mr. Gertner and Mr. Pavsner, who served as the Board of
Directors for 2003, as payment-in-kind for directors fees.  The warrants have an
exercise prices of $.10 and are exercisable over a three year period.  We valued
these  transactions  at  a total of $4,200.  These transactions were exempt from
registration  pursuant  to  Section  4(2)  of  the  Act.

EQUITY  COMPENSTION  PLAN  INFORMATION  (as  of  December  31,  2003)

<TABLE>
<CAPTION>
                                                                                NUMBER OF SECURITIES
                                                                              REMAINING AVAILABLE FOR
                         NUMBER OF SECURITIES TO                               FUTURE ISSUANCE UNDER
                              BE ISSUED UPON           WEIGHTED-AVERAGE         EQUITY COMPENSATION
                         EXERCISE OF OUTSTANDING       EXERCISE PRICE OF          PLANS (EXCLUDING
                          OPTIONS, WARRANTS AND      OUTSTANDING OPTIONS,     SECURITIES REFLECTED IN
PLAN CATEGORY                  RIGHTS. (a)         WARRANTS AND RIGHTS. (b)       COLUMN (a)) (c)
-----------------------  ------------------------  -------------------------  ------------------------
<S>                      <C>                       <C>                        <C>
Equity compensation
plans approved by
security holders.                            None                       None             None
-----------------------  ------------------------  -------------------------  ------------------------
Equity compensation
plans not approved by
security holders. (1-5)                10,968,134  $                     .71             None
-----------------------  ------------------------  -------------------------  ------------------------
TOTAL                                  10,968,134  $                     .71             None
-----------------------  ------------------------  -------------------------  ------------------------
<FN>
1.     Issued  583,332  of  the  above  warrants  in  connection  with  debt.
2.     Issued  315,000  of  the  above  options and warrants as compensation for vendors for goods and
       services.
3.     Issued 1,000,000 of the above warrants in connection with the purchase of assets held for sale.
4.     Issued  1,000,000  of  the  above warrants in connection with the sale of assets held for sale.
5.     Issued  8,069,802  of  the  above options and warrants as compensation for directors, executive
       officers,  employees  and  consultants.
</TABLE>


                                       12
<PAGE>
ITEM  6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
           AND  RESULTS  OF  OPERATIONS

The  following  discussion  should  be  read  in  conjunction with the Company's
audited  consolidated financial statements and related notes thereto included in
this  Form  10-KSB.

FORWARD LOOKING STATEMENTS AND INFORMATION

We  include  the  following  cautionary  statement  in  this  Form10-KSB 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-KSB are forward-looking
statements.  Words  such as "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: risks
and  uncertainties  relating to the availability of acceptable financing to fund
corporate  operations,  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.

CRITICAL ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

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.


                                       13
<PAGE>
Recently  Issued  Accounting  Pronouncements
--------------------------------------------

In  April  2003,  the  Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Financial  Accounting  Standards  ("SFAS") No. 149, "Amendment of
Statement  133  on  Derivative  instruments  and  Hedging  Activities",  which
amends  and  clarifies  accounting  and  reporting  for  derivative instruments,
including  certain  derivative  instruments  embedded  in  other  contracts
(collectively  referred to as derivatives) and for hedging activities under FASB
Statement  No.  133,  Accounting  for  Derivative  Instruments  and  Hedging
Activities.  The  changes  in  this  Statement  improve  financial  reporting by
requiring  that  contracts  with  comparable  characteristics  be  accounted for
similarly,  and  will result in more consistent reporting of contracts as either
derivatives  or  hybrid  instruments. The implementation of SFAS No. 149 did not
impact  the  Company's  financial  position  or  results  of  operations.

In  May  2003,  the  FASB issued SFAS No. 150, "Accounting for Certain Financial
instruments  with  Characteristics  of  both  Liabilities  and  Equity",  which
establishes  standards  for  how  an  issuer  classifies  and  measures  certain
financial  instruments  with  characteristics  of  both  liabilities  and
equity.  It  requires  the  issuer  to classify a financial instrument  that  is
within  its  scope as a liability (or an asset in some circumstances).  Many  of
those  instruments  were  previously  classified as equity.  The  implementation
of  SFAS  No.  150 did not impact the Company's financial  position  or  results
of  operations.

In  December  2003,  the  FASB  issued Interpretation No. 46R, "Consolidation of
Variable  Interest  Entities"  (FIN  No.  46R), which addresses consolidation by
business  enterprises  of  variable interest entities. FIN No. 46R clarifies the
application  of  Accounting  Research  Bulletin  No.  51, Consolidated Financial
Statements,  to  certain  entities  in  which  equity investors do not have  the
characteristics  of a controlling financial interest, the equity investors  have
voting  rights  that  are  not proportionate to their economic interests  or  do
not  have  sufficient  equity  at  risk  for  the  entity  to  finance  its
activities  without  additional  subordinated  financial  support  from  other
parties.  FIN  No. 46R applies to small business issuers no later than  the  end
of  the  first  reporting  period  after  December, 2004. The Company  plans  to
early  adopt  the  provisions of FIN No. 46R in the first quarter  of  2004.  As
of  December 31, 2003, the Company did not have any variable  interest  entities
that  must  be  consolidated.

OPERATIONS

We  are  developers  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.

We  have  completely  restructured  the  company  during  the past year.  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.  We are now in discussions with
several  of  the nations 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.

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.

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.  We have recently entered into an
agreement  with  a  large  bank  to  test  our product with one of their airline
partners.  If  we deliver increased response rates on the test mailing, the bank
will  award  us  a  continuing  contract  for  a  mass  mailing of our products.

We  have  also  recently  entered  into a ten-year agreement with the California
Organization  of  Police  and  Sheriffs "COPS" to distribute a homeland security
alert  program  to  California  residents.  The  COPS  organization is currently
organizing  the  support  of  police  and  public  safety  agencies  and  state
representatives to back the program.  We will be working with large corporations
to  distribute  the  program  to  their  customers  across  the  state.  We  are
projecting  expanding the program nationally late in 2004.  The program provides


                                       14
<PAGE>
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.

RESULTS  OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2003 AND DECEMBER
31,  2002

For the fiscal year ended December 31, 2003 we had had total revenues of $83,000
compared  to  total  revenues  of $375,000 for the year ended December 31, 2002.
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 and efforts during 2003 to
redirect  the  Company  have  not  generated  anticipated  revenues.

Our  current  costs of sales and services consist of license fees for technology
used  for our products as well as actual costs of producing such products. These
costs  totaled  $208,000  in  2003  and  $700  in  2002.

Our  selling, general and administrative expenses were $1,018,000 for the fiscal
year  ended  December  31, 2003 compared to $1,172,000 for the fiscal year ended
December 31, 2002. The $154,000 decrease in these expenditures between years can
be  attributed  to  continued  cost  cutting  programs  in effect during 2003 to
minimize  salaries,  wages,  travel, entertainment, rents and professional fees.

Our  interest  expense  totaled $400,000 and $187,000 for the fiscal years ended
December 31, 2003 and 2002, respectively. The increase in 2003 can be attributed
to  financing  costs  associated  with  debt obtained during 2003 and additional
financing  charges  of  $125,000 incurred by the Company as part of a settlement
with  a  note  holder  for  not  making  payments  when  due.

Gains  on  settlement  of  payables were $36,000 and $6,000 for the fiscal years
ended  December  31, 2003 and 2002, respectively.  These gains resulted from the
settlement  of  liabilities  of  the  Company  and  the increase in 2003 was due
primarily  to  increased  interest  by certain vendors and creditors in settling
amounts  claimed.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  December  31, 2003, we have an accumulated deficit of $10.8 million. Of
that  amount,  $4.0  million  resulted  from  stock-based  compensation  and
consideration  related  to  the  fair  market  value of stock and stock warrants
granted  in  connection with employee compensation, certain software development
contracts,  financial  services  consulting  agreements, and warrants granted to
certain  debt  holders.  We  have  a  working capital deficit of $3.6 million at
December 31, 2003. Operating losses and negative cash flow 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.  Our  management  is  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  accompany the consolidated financial statements incorporated
into  this  Form  10-KSB  has  been  qualified  with  respect  to  that  risk.

At  December  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 its results of operations from period to period based
upon  the  seasonality  of  our  business.

ITEM 7.   FINANCIAL  STATEMENTS

The  information  required  hereunder is included in this report as set forth in
the  "Index  to  Financial  Statements"  on  page  31.

ITEM 8.   CHANGES  IN  AND  DISAGREEMENTS  WITH  ACCOUNTANTS  ON ACCOUNTING AND
          FINANCIAL  DISCLOSURE

None


                                       15
<PAGE>
ITEM  8A.  CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of our management, including
the  Chief Executive Officer and Chief Accounting Officer, we have evaluated the
effectiveness  of  the  design  and  operation  of  our  disclosure controls and
procedures  pursuant  to Exchange Act Rule 13a-14(c) as of the end of the period
covered by the report.  Based on the evaluation, the Chief Executive Officer and
Chief  Account  Officer  have  concluded  that  these  disclosure  controls  and
procedures  are  effective.  There  were no changes in our internal control over
financial  reporting  during  the  quarter  ended  December  31,  2003 that have
materially affected, or are reasonably likely to materially affect, our internal
controls  over  financial  reporting.


                                       16
<PAGE>
                                    PART III

ITEM  9.   DIRECTORS,  EXECUTIVE  OFFICERS,  PROMOTERS  AND  CONTROL  PERSONS;
           COMPLIANCE  WITH  SECTION  16(A)  OF  THE  EXCHANGE  ACT

DIRECTORS, EXECUTIVE OFFICERS AND OTHER SIGNIFICANT EMPLOYEES

The  following  table  contains  information  concerning the executive corporate
officers,  directors  and  certain  other  executives  of  both  Sharp  Holding
Corporation  and  Sharp  Technology,  Inc.:

<TABLE>
<CAPTION>
Name            Age                  Position with Company
--------------  ---  -----------------------------------------------------------
<S>             <C>  <C>
George Sharp     60  President/Chief Executive Officer, Principal Financial
                     Officer, Director, Secretary (Sharp Holding and Sharp
                     Technology)
Louis Schwartz   55  Senior Vice President of Business Development(Sharp Holding
                     and Sharp Technology)
Alan Pavsner     50  Director
                     (Sharp Holding)
</TABLE>

Directors  are elected annually and hold office until the next annual meeting of
the  shareholders  or until their successors are elected and qualified. Officers
are  elected  annually  and  serve  at the discretion of the Board of Directors.
There  are  no  family  relationships  between or among any of our directors and
executive  officers.  The  Company's Board of Directors consists of two persons.

George  Sharp,  President/Chief Executive Officer and Director, has acted in the
--------------------------------------------------------------
listed  capacities with Sharp Technology since its inception in October 1998 and
with Sharp Holding (previously Celebrity) since December 20, 2000.  From 1996 to
1999,  Mr.  Sharp  was  the  Chief Executive Officer and President of Commercial
Capital,  a  personal  investment corporation.  From 1992 to 1996, Mr. Sharp was
the  Chief  Executive  Officer  and  President  of  Citadel  Computer Systems, a
publicly  traded  network  security  software  developer  with approximately 150
employees  (NASDAQ: CITN).  From 1990 to 1992, Mr. Sharp was the Chief Executive
Officer  and  President  of  Matrix Systems, Inc., an insurance industry related
software  developer.  In  each of these positions, Mr. Sharp was responsible for
executive  management,  control  of daily operations, and direction of sales and
marketing  functions.

Earlier  in  his  career,  Mr.  Sharp  was a corporate turnaround specialist and
merchant banker, responsible for the profitable structuring of leveraged buyouts
in  the  plastics  industry  and  the successful reorganization of troubled real
estate  ventures  involving  as  much  as  $100  million.

Louis  Schwartz, Senior Vice President of Business Development, has acted in the
--------------------------------------------------------------
listed  capacity  with  Sharp Technology since its inception in October 1998 and
with Sharp Holding (previously Celebrity) since December 20, 2000.  Mr. Schwartz
was Vice President of Sales for Commercial Capital Trading Corporation from 1995
to 1998. From 1991 to 1995, Mr. Schwartz was the director of sales and marketing
of  Panda Productions, and from 1976 to 1991 Mr. Schwartz was self-employed as a
sales  and  marketing  consultant.  In each of these positions, Mr. Schwartz has
been  responsible  for providing marketing and program development strategies to
large  national  or  regional  corporations.

Throughout  his  career,  Mr. Schwartz has established and maintained successful
client partnerships with a variety of Fortune 1000 companies, including: Norwest
Bank,  BellSouth,  IBM,  Nucor  Steel,  Cellular  One, and Royal Bank of Canada.

Alan  Pavsner,  Director (resigned effective March 12, 2004), was  appointed  to
------------------------------------------------------------
our  Board  of Directors in December 2000. Prior to his appointment, Mr. Pavsner
served  as  the  President  and  Chief  Executive  officer of Celebrity while it
undertook  its  search  for  suitable  merger candidates. During the period from
March  2000  to  November 2000, Mr. Pavsner acted as Chief Operating Officer for
WorldWideWeb  Institute,  an  entity  involved in supplying web site development
services  to  its  clients.  Between  March  1999  and  March  2000, he was Vice
President  for Field Operations for Integrated Homes, Inc., Boca Raton, Florida,
which  was  engaged  in  providing  low  voltage  technology  solutions to major


                                       17
<PAGE>
builders and developers under residential construction. Between January 1997 and
March  1999,  Mr.  Pavsner  was Vice President of Marketing for Spectra Systems,
Inc.,  which  was  engaged  in developing advanced technology equipment to major
OEMs  and  Department  of  Defense contractors. Between January 1995 and January
1997,  Mr.  Pavsner  was  Vice  President for P.N.C. Investments, Ltd. which was
engaged  in  advising  clients  relative to acquisitions, and mergers and public
securities  markets.  Between  1974 and 1995, Mr. Pavsner served with the United
States  Marine  Corps  where  he  concluded  his career as Commanding Officer of
Marine  Aviation Support Group, Naval Air Warfare Center, Point Mugu, California
and  retired  with  the  rank  of  Lieutenant  Colonel.

Effective  March  12, 2004, Mr. Pavsner resigned from his position as a director
of  the  Company.

COMMITTEES OF THE BOARD OF DIRECTORS

As  of  December  31,  2003  the  Company's  Board  of  Directors  had no formal
compensation,  nominating  or  audit  committees.

LIMITATION  OF  DIRECTORS'  LIABILITY

Delaware  law  authorizes  corporations  to  limit  or  eliminate  the  personal
liability  of  directors  to  corporations  and  their shareholders for monetary
damages  for  breach  of  directors'  fiduciary  duty  of care.  Our Articles of
Incorporation  limit  the  liability  of  directors  to us (in their capacity as
directors  but  not  in  their capacity as officers) and our shareholders to the
fullest  extent permitted by Delaware law.  Specifically, our directors will not
be  personally  liable for monetary damages for breach of a director's fiduciary
duty  as  a  director, except for liability (i) for any breach of the director's
duty  of  loyalty  to  the  Corporation  or  its  shareholders, (ii) for acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation  of law, or (iii) for any transactions from which the director derived
an improper personal benefit, whether or not the benefit resulted from an action
taken  in  the  person's  official  capacity.

The  inclusion of this provision in the Articles may have the effect of reducing
the likelihood of derivative litigation against directors, and may discourage or
deter  shareholders  or management from bringing a lawsuit against directors for
breach  of  their duty of care, even though such an action, if successful, might
otherwise  have  benefited  the  Company  and  its  shareholders.

Our  Articles  provide  for  the  indemnification  of our executive officers and
directors,  and  the  advancement  to  them  of  expenses in connection with any
proceedings  and  claims,  to the fullest extent permitted by Delaware law.  The
Articles include related provisions meant to facilitate the indemnitees' receipt
of such benefits.  These provisions cover, among other things: (i) specification
of the method of determining entitlement to indemnification and the selection of
independent  counsel  that  will  in  some  cases  make such determination, (ii)
specification  of  certain  time  periods  by  which  certain  payments  or
determinations  must  be  made  and  actions  must  be  taken,  and  (iii)  the
establishment  of  certain  presumptions  in  favor  of  an  indemnitee.

Insofar  as indemnification for liabilities arising under the Securities Act may
be  permitted to directors, officers or persons controlling the Company pursuant
to  the  foregoing provisions, we have been informed that, in the opinion of the
SEC,  such  indemnification  is  against  public  policy  as  expressed  in  the
Securities  Act  and  is  therefore  unenforceable.

CERTAIN  SECURITIES  FILINGS

We  believe  all  persons subject to Section 16(a) of the Act in connection with
their  relationship  to  our  operations have complied on a timely basis, except
George  Sharp  who  is  in  the  process  of  filing  the  required  forms.

CODE  OF  ETHICS

The  Company has adopted a Code of Ethics for its Principal Executive and Senior
Financial  Officers  which  is  attached  hereto  as  Exhibit  14.1.


                                       18
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

The following table sets forth the annual compensation of our executive officers
and  certain  other  executives  for  the years ending December 31, 2003, 2002 &
2001.

<TABLE>
<CAPTION>
                                       SUMMARY COMPENSATION TABLE

                                   ANNUAL COMPENSATION          L/T  COMPENSATION AWARDS
                              -----------------------------  ---------------------------------
                                                                     AWARDS           PAYOUTS
                                                             ------------------------  -------
                                                    OTHER                 SECURITIES              ALL
                                                    ANNUAL   RESTRICTED   UNDERLYING             OTHER
                                                   COMPEN-      STOCK      OPTIONS/     LTIP    COMPEN-
NAME & PRINCIPAL               SALARY     BONUS     SATION     AWARDS        SARS      PAYOUT    SATION
POSITION                YEAR    ($)        ($)       ($)         ($)          (#)        ($)      ($)
----------------------  ----  --------  ---------  --------  -----------  -----------  -------  --------
<S>                     <C>   <C>       <C>        <C>       <C>          <C>          <C>      <C>
George Sharp, CEO,      2003   125,606     --0--      --0--        --0--      100,000    --0--     --0--
CAO and Director        2002     --0--  80,000(1)     --0--        --0--    3,000,000    --0--     --0--
                        2001   162,063     --0--      --0--        --0--        --0--    --0--     --0--
----------------------  ----  --------  ---------  --------  -----------  -----------  -------  --------
Robert Wesolek,         2003     --0--     --0--      --0--        --0--        --0--    --0--     --0--
former CFO in 2001      2002     --0--     --0--      --0--        --0--        --0--    --0--     --0--
                        2001   118,904     --0--      --0--        --0--        --0--    --0--     --0--
----------------------  ----  --------  ---------  --------  -----------  -----------  -------  --------
Louis Schwartz, Sr VP   2003    59,500     --0--      --0--        --0--      500,000    --0--     --0--
                        2002    12,500  24,000(2)     --0--        --0--        --0--    --0--     --0--
                        2001    87,124     --0--      3,600        --0--        6,667    --0--     --0--
<FN>
(1)  Issued 1,000,000 shares of common stock as payment-in-kind for employee compensation.
(2)  Issued 160,000 shares of common stock as payment-in-kind for employee compensation.
</TABLE>

The following table sets forth certain information with respect to stock options
granted  to  each  of  the  Company's Chief Executive Officer and the four other
highest  paid  executive  officers  (the  "Named Executive Officers") during the
fiscal  year  ended  December  31,  2003.  In  accordance  with the rules of the
Securities and Exchange Commission, also shown below is the potential realizable
value  over  the  term  of  the  option  (the  period from the grant date to the
expiration  date)  based  on  assumed rates of stock appreciation of 5% and 10%,
compounded  annually.  These  amounts  are  based  on  certain  assumed rates of
appreciation  and do not represent the Company's estimate of future stock price.
Actual  gains,  if any on stock option exercises will be dependent on the future
performance  of  the  common  stock.

<TABLE>
<CAPTION>
OPTION/SAR GRANTS IN LAST FISCAL YEAR

                                 PERCENT OF                                   POTENTIAL REALIZABLE
                   NUMBER OF        TOTAL                                       VALUE AT ASSUMED
                   SECURITIES   OPTIONS/SARS                                 ANNUAL RATES OF STOCK
                   UNDERLYING    GRANTED TO                                  PRICE APPRECIATION FOR
NAME & PRINCIPAL  OPTIONS/SARS  EMPLOYEES IN   EXERCISE PRICE   EXPIRATION      OPTION TERM (1)
POSITION            GRANTED      FISCAL YEAR      PER SHARE        DATE             5% / 10%
----------------  ------------  -------------  ---------------  ----------  ------------------------
<S>               <C>           <C>            <C>              <C>         <C>
George Sharp           100,000           5.0%  $           .10  12/31/2006  $            -0- / $-0-
----------------  ------------  -------------  ---------------  ----------  ------------------------
Robert Wesolek           --0--  N/A            N/A              N/A         $            -0- / $-0-
----------------  ------------  -------------  ---------------  ----------  ------------------------
 Louis Schwartz        500,000          24.9%  $           .10  12/15/2006  $            -0- / $-0-
----------------  ------------  -------------  ---------------  ----------  ------------------------
<FN>
(1) Pursuant to the rules of the Securities and Exchange Commission, the dollar amounts set forth in
these columns are the result of calculations based on the set rates of 5% and 10%, and therefore are
not intended to forecast possible future appreciation, if any, of the price of the common stock.
</TABLE>

The following table provides information with respect to option exercises in
fiscal 2003 by the Named Executive Officers and the value of such officers'
unexercised options at December 31, 2003:


                                       19
<PAGE>
<TABLE>
<CAPTION>
                 AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                            AND FY-END OPTION/SAR VALUES

                                         NUMBER OF SECURITIES   VALUE OF UNEXERCISED
                                        UNDERLYING UNEXERCISED      IN-THE-MONEY
                   SHARES                  OPTIONS/SARS AT        OPTIONS/SARS AT
                  ACQUIRED                 FISCAL YEAR-END        FISCAL YEAR-END
NAME & PRINCIPAL     ON        VALUE         EXERCISABLE/           EXERCISABLE/
POSITION          EXERCISE   REALIZED       UNEXERCISABLE          UNEXERCISABLE
----------------  ---------  ---------  ----------------------  --------------------
<S>               <C>        <C>        <C>                     <C>
George Sharp            (*)        (*)       3,100,000 / --0--     --0--   /   --0--
----------------  ---------  ---------  ----------------------  --------------------
Robert Wesolek          (*)        (*)           --0-- / --0--     --0--   /   --0--
----------------  ---------  ---------  ----------------------  --------------------
Louis Schwartz          (*)        (*)         506,667 / --0--     --0--   /   --0--
----------------  ---------  ---------  ----------------------  --------------------
<FN>
(*)    Did Not Exercise Any Options
</TABLE>

Long-Term  Incentive Plans
--------------------------

None

COMPENSATION  OF  DIRECTORS

Previous  to December 31, 2003 we had never paid any directors fees, but we have
paid  the  expenses, if any, of directors attending board meetings.  On December
31,  2003 we issued each of our Directors warrants to purchase 100,000 shares of
common  stock as payment-in-kind for directors fees for 2003.  The warrants have
an  exercise  price  of  $.10  and  expire  in  three  years.  We  valued  these
transactions  at  a  total  of  $4,200.

EMPLOYMENT CONTRACTS AND CHANGE-IN-CONTROL ARRANGEMENTS

As of December 31, 2003, we have no employment contracts in place.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The  following  table  sets forth certain information as of March 23, 2004, with
respect  to  the  beneficial ownership of our shares by (i) each person who owns
beneficially  more  than 5% of the outstanding shares of Common Stock, (ii) each
director  of  the  Company,  (iii)  each  executive  officer  of the Company and
certain other executives and (iv) all executive officers, certain other officers
and  directors  of the Company as a group.  Each stockholder has sole voting and
investment  power  with  respect to the shares shown. As of March 23, 2004 there
were  approximately  25,488,448  shares  of  common  stock  outstanding.

<TABLE>
<CAPTION>
TITLE OF              NAME                 NUMBER OF     PERCENT
CLASS                                       SHARES      OF CLASS
                                             OWNED
--------  -----------------------------  -------------  ---------
<S>       <C>                            <C>            <C>
Common    George Sharp
Stock     13231 Champion Forest Drive,   5,624,133 (1)     19.67%
          Suite 213
          Houston, TX  77069
--------  -----------------------------  -------------  ---------
Common    Louis Schwartz
Stock     13231 Champion Forest Drive,     713,919 (2)      2.80%
          Suite 213
          Houston, TX  77069
--------  -----------------------------  -------------  ---------
Common    Alan Pavsner
Stock     18870 Still Lake Drive           450,000 (3)      1.76%
          Jupiter, FL 33458
--------  -----------------------------  -------------  ---------
Common    All Executive Officers &
Stock     Directors, as a group          6,788,052 (4)     23.82%
          (3 persons)
--------  -----------------------------  -------------  ---------
Common    Gilbert Gertner
Stock     1000 Uptown Park Blvd          2,565,125 (5)      9.90%
          Suite 232
          Houston, TX, 77056
--------  -----------------------------  -------------  ---------
<FN>


                                       20
<PAGE>
(1)  Includes 2,195,378 shares of common stock pledged as collateral on debt,
     3,000,000 shares of common stock under a 5-year option granted in November
     2002, and 100,000 shares of common stock under a 3-year warrant granted in
     December 2003.
(2)  Includes 6,667 shares of common stock under a 5-year option granted in
     January 2001 and 500,000 shares of common stock under a 3-year warrant
     granted in December 2003.
(3)  Includes 100,000 shares of common stock under a 3-year warrant granted in
     December 2003.
(4)  Includes 3,706,667 shares of common stock under option and warrant
     agreements.
(5)  Includes 333,333 shares of common stock under a warrant agreement with no
     state expiration date and 100,000 shares of common stock under a 3-year
     warrant agreement granted in December 2003.
</TABLE>

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On  November  30,  1999,  the  Company  entered  into  an  unsecured credit line
agreement  (the  Credit  Line) with CCTC, a company owned by the Company's chief
executive  officer,  whereby CCTC agreed to advance funds to the Company for use
as  operating  capital.  The  note bears interest at 10 percent per annum and is
payable  on  demand.  At  December 31, 2003 and 2002, the outstanding balance on
the  Credit  Line  was  $-0-  and  $688,  respectively.

On  November  16,  2000 and December 12, 2000, the Company entered into two 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 agreement with
this  stockholder  in  the  amount  of  $100,000.  The 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.  At
December  31,  2003  and 2002 the respective balance on the note outstanding was
$90,000  and  $100,000.

On  January 1, 2001, the Company entered into a consulting agreement with Marine
Way,  Inc.,  a  corporation  wholly  owned by a member of the Company's Board of
Directors.  This  agreement  provides  that  Marine  Way,  Inc. will support the
Company's  efforts  in  a  variety  of  areas  including  planning, analysis and
implementation  of  market opportunities.  As compensation for its services, the
Company  has agreed to pay a fee of $ 10,000 a month during the 24-month term of
the  agreement.  On  May  19,  2003,  the  accounts  payable resulting from this
agreement  was  converted to equity for the purchase of 300,000 shares of common
stock  and the signing of a note payable to the Board of Directors member in the
amount  of  $100,000  bearing interest at 10 percent per annum and payable in 36
monthly  installments  beginning July 1, 2003.  At December 31, 2003 the balance
of this note outstanding was $92,725, and the Company was in default on the note
due  to  non-payment  of  required  monthly  amounts  due  under  the  note.

On  July 10, 2003 the company assumed a note payable owed by our Chief Executive
Officer  to  an  individual  dated July 1, 2003, in the amount of $60,000.  Such
note was non-interest bearing and was due of September 28, 2003.  The assumption
of  this  note  was  recorded as a reduction in accrued compensation owed to our
Chief Executive Officer.  On September 28, 2003, this note was extinguished with
the  issuance of 450,000 shares of common stock in full payment of the note.  At
December  31,  2003  the  balance  of  this  note  outstanding  was  $-0-.

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, this note, along with accrued
interest, was converted to equity for the purchase of 1,000,000 shares of common
stock  and  the  signing  of  a note payable to the stockholder in the amount of
$100,000  bearing  interest  at  10%  per  annum  and  payable  in  24  monthly
installments  beginning  July  1, 2003.  At December 31, 2003 the balance of the
long term portion of this note is $26,057 and the balance of the current portion
of  this  note  is  $48,377.

On  April  5,  2002  and  June  5,  2002, the Company entered into notes payable
agreements  with a company owned by a stockholder in the amounts of $140,000 and
$130,000,  respectively.  The  notes  bear  interest at 10 percent per annum and
mature on January 1, 2003 and September 3, 2002, respectively.  At both December
31,  2003  and 2002 the balance on these notes outstanding was $270,000, and the
whole  balance  was  past  due  as  of  December  31,  2003.

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  December  31,  2003.


                                       21
<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)  EXHIBITS

Exhibit No.    Identification  of  Exhibit

10.1           Incorporated  by  reference  to the Promissory Note between Sharp
               Holding  Corporation  and Gilbert Gertner dated November 5, 2002,
               previously  filed in connection with our Form 10-KSB for the year
               ended December 31, 2002, filed April 15, 2003, as Exhibit 10.1(e)

10.2           Incorporated  by  reference to the Agreement between Alan Pavsner
               (a  director),  Marine  Way (a company owned by Alan Pavsner) and
               Sharp  Holding  Corporation to convert amounts owed to Marine Way
               into common stock of Sharp Holding Corporation and a Note Payable
               to  Alan  Pavsner,  dated  May  19,  2003,  previously  filed  in
               connection with our Form 10-QSB filed August 19, 2003, as Exhibit
               10.1

10.3           Incorporated by reference to the Purchase agreement between Sharp
               Holding  Corporation  and  Octopus  Media,  LLC,  to sell certain
               intellectual  and  tangible  assets  to  Octopus  Media, LLC, and
               license  back to Sharp Holding Corporation the rights to make and
               sell  products  utilizing  the intellectual assets, dated May 29,
               2003,  previously  filed in connection with our Form 10-QSB filed
               August  19,2003,  as  Exhibit  10.2

14.1           Code  of  Ethics

17.0           Director  resignation  letter  from  Mr.  Gilbert  Gertner  dated
               November  20,  2003.

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

31.2           Certification of Chief Accounting 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 Chief Accounting Officer Pursuant to Section 906
               of  the  Sarbanes-Oxley  Act  of  2002

(b)  REPORTS  ON  FORM  8-K

None

ITEM  14.  PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Our independent accountants, Ham, Langston & Brezina, L.L.P., billed a aggregate
of  $30,214  for  the  2003  year and $39,252 for the 2002 year for professional
services rendered for the audit of our annual financial statements and review of
the  financial  statements  included  in our quarterly reports.  Ham, Langston &
Brezina,  L.L.P.  did  not bill us for any audit-related fees, tax fees or other
fees  for  the  past  two  fiscal  years.

We  do not have an audit committee and as a result our entire board of directors
perform  the duties of an audit committee.  Our board of directors evaluates the
scope  and cost of the engagement of an auditor before the auditor renders audit
and non-audit services.  As a result, we do not rely on established pre-approval
policies  and  procedures.


                                       22
<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,  April  14,  2004.

Sharp  Holding  Corporation

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


In  accordance  with  the  Exchange  Act,  this  report  has  been signed by the
following  persons  on behalf of the registrant and in the capacities and on the
dates  indicated:


Signature                                                 Date
---------                                                 ----

By:  /s/  George  Sharp                                   April 14, 2004
-----------------------------------------------
George Sharp, Chairman of the Board of Director


                                       23
<PAGE>



                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                                   __________




                        CONSOLIDATED FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                 FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002




                                       24
<PAGE>

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                                TABLE OF CONTENTS

                                   __________


                                                                            PAGE
                                                                            ----

Report of Independent Accountants                                           26

Consolidated Financial Statements:

  Consolidated Balance Sheet as of December 31,
    2003 and 2002                                                           27

  Consolidated Statement of Operations for the
    years ended December 31, 2003 and 2002                                  28

  Consolidated Statement of Stockholders' Deficit
    for the years ended December 31, 2003 and 2002                          29

  Consolidated Statement of Cash Flows for the years
    ended December 31, 2003 and 2002                                        30

Notes to Consolidated Financial Statements                                  31


                                       25
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------


To the Board of Directors
Sharp Holding Corporation


We  have  audited  the accompanying consolidated balance sheets of Sharp Holding
Corporation,  a  Delaware corporation, as of December 31, 2003 and 2002, and the
related  consolidated  statements  of operations, stockholders' equity (deficit)
and  cash  flows  for  the  years  then  ended.  These  consolidated  financial
statements   are   the   responsibility   of   the   Company's  management.  Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements  based  on  our  audits.

We conducted our audits in accordance with auditing standards generally accepted
in  the  United  States  of  America.  Those  standards require that we plan and
perform  the  audits  to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test  basis,  evidence  supporting  the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made  by  management,  as well as evaluating the overall
financial  statement  presentation.  We  believe  that  our  audits  provide  a
reasonable  basis  for  our  opinion.

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the consolidated financial position of Sharp
Holding  Corporation  as  of  December 31, 2003 and 2002, and the results of its
operations  and  its  cash  flows  for  the years then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 2 to
the consolidated financial statements, the Company has suffered recurring losses
from  operations  that  totaled  $1,505,330  and  $978,783  for  the years ended
December  31, 2003 and 2002, respectively.  These recurring losses have produced
an  accumulated  deficit  of  $10,796,188,  and  a  working  capital  deficit of
$3,566,718  as  of  December  31,  2003.  In  prior  years, the Company has made
payroll tax deposits with the Internal Revenue Service after the due date and is
delinquent  on  such payments at December 31, 2003.  As a result, the Company is
subject  to interest and penalties in connection therewith.  The Company is also
delinquent on payments under certain notes payable agreements as of December 31,
2003.  The  Company may continue to experience negative cash flows as it pursues
its  business  strategy,  which  would  necessitate  additional  financing.  The
Company  has  not  secured  any  commitments  for  such  additional  financing
requirements.  These matters raise substantial doubt as to the Company's ability
to continue as a going concern.  Management's plans with regard to these matters
are  also  described  in  Note  2.  The consolidated financial statements do not
include  any  adjustments  relating  to the recoverability and classification of
asset  carrying  amounts  or  the  amount and classification of liabilities that
might  result  should  the  Company  be  unable  to continue as a going concern.

                                    /s/   Ham, Langston & Brezina, L.L.P.


Houston, Texas
April 8, 2004


                                       26
<PAGE>
<TABLE>
<CAPTION>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                          CONSOLIDATED BALANCE SHEETS

                           DECEMBER 31, 2003 AND 2002

                                   __________

                                                                      2003           2002
                                                                  -------------  ------------
<S>                                                               <C>            <C>

ASSETS
------

Current assets:
  Cash and cash equivalents                                       $      7,479   $    13,318
  Accounts receivable                                                        -           661
  Notes receivable                                                      17,000        17,000
  Other current assets                                                       -        43,000
                                                                  -------------  ------------

    Total current assets                                                24,479        73,979

Property and equipment, net                                              5,063        31,904

Deferred technology license, net                                       308,695             -

Other noncurrent assets                                                    588           550
                                                                  -------------  ------------

      Total assets                                                $    338,825   $   106,433
                                                                  =============  ============


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

Current liabilities:
  Accounts payable                                                $    565,485   $   701,275
  Accrued payroll taxes                                                322,253       322,253
  Accrued payroll and contract labor                                   604,881       446,119
  Other accrued liabilities                                            616,632       634,363
  Notes payable to related parties                                     501,102       370,688
  Notes payable                                                        950,844       440,000
  Deferred revenue                                                      30,000             -
                                                                  -------------  ------------

    Total current liabilities                                        3,591,197     2,914,698

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,
    25,488,448 shares and 16,064,448 shares issued and outstanding,
    respectively                                                        25,489        16,065
  Additional paid-in capital                                         7,492,270     6,445,539
  Accumulated deficit                                              (10,796,188)   (9,269,869)
                                                                  -------------  ------------

    Total stockholders' equity (deficit)                            (3,278,429)   (2,808,265)
                                                                  -------------  ------------

      Total liabilities and stockholders' equity (deficit)        $    338,825   $   106,433
                                                                  =============  ============
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       27
<PAGE>
<TABLE>
<CAPTION>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                      CONSOLIDATED STATEMENTS OF OPERATIONS

          FOR THE YEARS ENDED DECEMBER 31, 2003, AND DECEMBER 31, 2002

                                   __________

                                                                     2003          2002
                                                                 ------------  ------------
<S>                                                              <C>           <C>
Revenues:
  Subscriptions                                                  $         -   $   118,000
  Licenses                                                                 -       242,688
  Services and other                                                  82,675        13,941
                                                                 ------------  ------------

    Total revenues                                                    82,675       374,629

Operating expenses:
  Cost of sales and services                                         205,725           706
  Selling, general and administrative, including stock-
    based consideration of $118,830 and $146,175, respectively     1,017,892     1,171,913
                                                                 ------------  ------------

      Total operating expenses                                     1,223,617     1,172,619
                                                                 ------------  ------------

        Loss from operations                                      (1,140,942)     (797,990)

Interest expense, including stock based consideration
  of $117,600 and $-0- respectively                                 (400,153)     (187,045)

Net gain on settlement of liabilities                                 35,765         6,252
                                                                 ------------  ------------

        Net loss, continuing operations                           (1,505,330)     (978,783)

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

Net loss                                                         $(1,526,319)  $  (978,783)
                                                                 ============  ============

Basic and diluted net loss per share                             $     (0.07)  $     (0.08)
                                                                 ============  ============

Weighted average shares used in computing basic and diluted net
  loss per share                                                  22,376,541    11,608,053
                                                                 ============  ============
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       28
<PAGE>
<TABLE>
<CAPTION>
                               SHARP HOLDING CORPORATION AND SUBSIDIARY
                        CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)

                             FOR THE YEARS ENDED DECEMBER 31, 2003 AND 2002

                                               __________


                                                                                             TOTAL
                                                            ADDITIONAL                   STOCKHOLDERS'
                                         COMMON STOCK        PAID-IN      ACCUMULATED       EQUITY
                                      SHARES      VALUE      CAPITAL        DEFICIT        (DEFICIT)
                                   ------------  --------  ------------  -------------  ---------------
<S>                                <C>           <C>       <C>           <C>            <C>
Balance December 31, 2001            10,216,448  $ 10,217  $  5,957,202  $ (8,291,086)  $   (2,323,667)

Issuance of warrants as compen-
   sation to consultants                      -         -        12,435             -           12,435

Issuance of common stock and
   warrants in settlement of debt     2,825,000     2,825       130,925             -          133,750

Issuance of common stock as
   compensation to employees
   and consultants                    3,023,000     3,023       344,977             -          348,000

Net loss                                      -         -             -      (978,783)        (978,783)
                                   ------------  --------  ------------  -------------  ---------------

Balance December 31, 2002            16,064,448    16,065     6,445,539    (9,269,869)      (2,808,265)

Issuance of common stock and
   warrants as compensation to
   employees, directors and con-
   sultants                             904,000       904       117,926             -          118,830

Issuance of common stock in
   settlement of debt                 3,295,000     3,295       246,605             -          249,900

Issuance of common stock and
   warrants in asset purchase         3,000,000     3,000       429,200             -          432,200

Issuance of common stock and
   warrants in asset sale             1,000,000     1,000       101,000             -          102,000

Issuance of common stock and
   warrants in conjunction with
   notes payable agreements             900,000       900       116,700             -          117,600

Intrest from fixed conversion
   features                                   -         -        30,500             -           30,500

Issuance of common stock upon
   cash exercise of warrant             325,000       325         4,800             -            5,125

Net loss                                      -         -             -    (1,526,319)      (1,526,319)
                                   ------------  --------  ------------  -------------  ---------------

Balance December 31, 2003            25,488,448  $ 25,489  $  7,492,270  $(10,796,188)  $   (3,278,429)
                                   ============  ========  ============  =============  ===============
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       29
<PAGE>
<TABLE>
<CAPTION>
                       SHARP HOLDING CORPORATION AND SUBSIDIARY

                        CONSOLIDATED STATEMENTS OF CASH FLOWS

                   FOR THE YEARS ENDED DECEMBER 31, 2003, AND 2002

                                     __________

                                                                      2003         2002
                                                                  ------------  ----------
<S>                                                               <C>           <C>
Cash flows from operating activities:
  Net loss                                                        $(1,526,319)  $(978,783)
  Adjustments to reconcile net loss to net cash used in
    operating activities:
      Net loss from discontinued operations                            20,989           -
      Net gain on settlement of liabilities                           (35,765)     (6,252)
      Stock-based consideration for services and financing costs      236,430     146,175
      Depreciation and amortization                                   101,356      39,914
      Amortization of debt discount                                    30,500           -
      Changes in operating assets and liabilities-
        Decrease in accounts receivable                                   661       1,351
        Increase in other current assets                                    -     (60,000)
        (Increase) decrease in other assets                               (38)        900
        Increase in accounts payable and accrued liabilities          706,861     820,783
        Increase (decrease) in deferred revenue                        30,000    (360,688)
                                                                  ------------  ----------

            Net cash used in continuing operations                   (435,325)   (396,600)
            Net cash provided by discontinued operations                3,801           -
                                                                  ------------  ----------

            Net cash used in operating activities                    (431,524)   (396,600)
                                                                  ------------  ----------

Cash flows from investing activities:
  Repayment of note receivable                                        140,250           -
                                                                  ------------  ----------

            Net cash provided by investing activities                 140,250           -
                                                                  ------------  ----------

Cash flows from financing activities:
  Proceeds from issuance of stock                                       5,125           -
  Proceeds from borrowings                                            380,500     524,750
  Repayment of borrowings                                            (100,190)   (142,127)
                                                                  ------------  ----------

            Net cash provided by financing activities                 285,435     382,623
                                                                  ------------  ----------

Net decrease in cash and cash equivalents                              (5,839)    (13,977)

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

Cash and cash equivalents at end of period                        $     7,479   $  13,318
                                                                  ============  ==========

Supplemental disclosure of cash flow information:
    Cash paid for interest                                        $    18,341   $  69,339
                                                                  ============  ==========

    Cash paid for income taxes                                    $         -   $       -
                                                                  ============  ==========
</TABLE>


    The accompanying notes are an integral part of these consolidated financial
                                   statements.


                                       30
<PAGE>
                     SHARP HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   ----------


1.   ORGANIZATION  AND  OPERATIONS
     -----------------------------

     Sharp Holding Corporation (Sharp) (Parent Company), 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.


2.   GOING  CONCERN  CONSIDERATIONS
     ------------------------------

     The  Company  has  suffered  recurring losses from continuing operations of
     $1,505,330  and  $978,783  for  the years ended December 31, 2003 and 2002,
     respectively.  These  recurring losses have produced an accumulated deficit
     of  $10,796,188, and a working capital deficit of $3,566,718 as of December
     31,  2003.  Operating  losses  and negative cash flow have continued during
     2004.  As  a  result  of  shortfalls in anticipated funding, the Company is
     delinquent  on  certain payroll tax deposits due the IRS as well as certain
     payments  due  under  notes  payable  agreements.  Management  is currently
     pursuing  a business strategy that includes potential acquisitions of other
     companies  and  marketing  to  potential new customers. While pursuing this
     strategy,  the Company expects 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 the Company
     finds  acceptable.  These  events  raise  a  substantial  doubt  as  to the
     Company's  ability  to  continue  as  a  going  concern.


3.   SUMMARY  OF  SIGNIFICANT  ACCOUNTING  POLICIES
     ----------------------------------------------

     PRINCIPLES  OF  CONSOLIDATION
     -----------------------------

     The  consolidated  financial  statements include the accounts of the Parent
     Company  and its subsidiary of which it has 100% ownership. All significant
     intercompany  accounts  and  transactions  have  been  eliminated  in  the
     consolidation  of  the  Company.

     USE  OF  ESTIMATES
     ------------------

     The  preparation  of  financial  statements  in  conformity with accounting
     principles  generally  accepted in the United States requires management to
     make  estimates  and assumptions that affect the reported amounts of assets
     and  liabilities and disclosure of contingent assets and liabilities at the
     date  of  the financial statements and the reported amounts of revenues and
     expenses  during  the  period.  Actual  results  could  differ  from  those
     estimates.

     CASH  AND  CASH  EQUIVALENTS
     ----------------------------

     For  purposes  of  reporting  cash  flows, the Company considers all highly
     liquid  investments  with  original maturities of three months or less when
     purchased  to  be  cash  equivalents.

     CONCENTRATION  OF  CREDIT  RISK  AND  SIGNIFICANT  CUSTOMER
     -----------------------------------------------------------

     During the year ended December 31, 2003, the Company relied on one customer
     for  substantially all of its revenues. Loss of this customer or failure to
     get  new  customers would negatively impact the performance of the Company.


                                       31
<PAGE>
     Financial instruments which subject the Company to concentrations of credit
     risk also include cash and cash equivalents. The Company maintains its cash
     in  well  known  banks  selected  based upon management's assessment of the
     banks'  financial  stability. Balances periodically may exceed the $100,000
     federal  depository  insurance  limit;  however,  the  Company  has  not
     experienced  any  losses  on  deposits.

     PROPERTY  AND  EQUIPMENT
     ------------------------

     Property  and  equipment  are  carried  at  cost  and depreciated using the
     straight-line  method  over the estimated useful lives of the assets, which
     ranges  from  one  to  five years. Significant expenditures that extend the
     useful  lives  of existing assets are capitalized; whereas, maintenance and
     repair  costs  are  expensed  as  incurred.  The  cost  and  accumulated
     depreciation  applicable  to  assets  retired  or sold are removed from the
     respective  accounts,  and  any  gain  or  loss  is  recognized  in income.

     SOFTWARE  DEVELOPMENT  COSTS
     ----------------------------

     The  costs  of  internally developed software for resale are expensed until
     the technological feasibility of the software product has been established.
     Thereafter,  software  development  costs  and purchased software costs are
     capitalized  and  subsequently reported at the lower of unamortized cost or
     net  realizable  value.  The  capitalized  software  costs  are  amortized
     generally over 12 to 24 months. At December 31, 2003 and 2002, all software
     development  costs  were  fully  amortized.

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

     The  Company  generates revenues from licensing software and providing post
     contract  customer  support  (PCS)  and  other  professional  services. The
     Company  uses written contracts to document the elements and obligations of
     arrangements  with  its  customers. At times, arrangements that include the
     licensing  of  software  also  include  PCS, such as the right to technical
     support.  When  several  elements  are  sold 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.  The  Company  has  not established sufficient
     vendor-specific objective evidence of fair value for PCS since this element
     is  not  sold  separately  from  software  licenses.  Accordingly, software
     licenses  that  include PCS are recognized ratably each month over the term
     of  technical  support.

     Subscriptions  revenue  is recognized ratably each month over the course of
     the respective customer's contract term. The Company also licenses software
     under noncancelable license agreements. License fee revenues are recognized
     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.

     REALIZATION  OF  LONG-LIVED  ASSETS
     -----------------------------------

     The impairment of tangible assets is assessed when changes in circumstances
     indicate  that  their  carrying  value  may  not  be recoverable. Under the
     Financial  Accounting  Standards  Board  (FASB)  Statement  of  Financial
     Accounting  Standards  (SFAS)  No.  121,  "Accounting for the Impairment of
     Long-Lived  Assets  and  for  Long-Lived  Assets  to  Be  Disposed  Of,"  a
     determination of impairment, if any, is made based on estimated future cash
     flows,  salvage  value  or  expected  net  sales  proceeds depending on the
     circumstances.  The  Company's policy is to record asset impairment losses,
     and  any  subsequent  adjustments  to such losses as initially recorded, as
     well  as net gains or losses on sales of assets as a component of operating
     income.  As  of December 31, 2003 and 2002, there has been no adjustment to
     the  carrying  value  of  the  Company's  long-lived  assets.


                                       32
<PAGE>
     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

     The  Company  includes  fair  value  information  in the notes to financial
     statements  when  fair value of its financial instruments is different from
     the  book value. When the book value approximates fair value, no additional
     disclosure  is  made.

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

     In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation,"
     the  Company  can  adopt  either  of  two  methods for accounting for stock
     options  granted  to  employees.  The  Company  has  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
     pro  forma  disclosures  required  by  SFAS  No.  123  (see  Note  9).

     INCOME  TAXES
     -------------

     The Company uses the liability method of accounting for income taxes. Under
     this  method,  deferred  income  taxes  are  recorded  to  reflect  the tax
     consequences on future years of temporary differences between the tax basis
     of  assets  and  liabilities  and  their financial amounts at year-end. The
     Company  provides  a  valuation  allowance to reduce deferred tax assets to
     their  net  realizable  value.

     LOSS  PER  SHARE
     ----------------

     SFAS No. 128, "Earnings Per Share," requires dual presentation of basic and
     diluted  earnings  per  share  (EPS). Basic EPS is computed by dividing net
     income by the weighted average number of shares of common stock outstanding
     during  the  period. Diluted EPS reflects the potential dilution that could
     occur if securities or other contracts to issue common stock were exercised
     or converted into common stock, calculated using the treasury stock method.
     In  applicable periods, all common stock equivalents were antidilutive and,
     accordingly, were not included in the computation for the Company. See Note
     9  for  outstanding  options.

     RECLASSIFICATIONS
     -----------------

     Certain  amounts  included in the prior year financial statements have been
     reclassified  to  conform  with  the  current  year  presentation.  Such
     reclassifications  did  not  have  any  effect  on  reported  net  loss.

     RECENT  ACCOUNTING  PRONOUNCEMENTS
     ----------------------------------

     In  April  2003,  the  Financial Accounting Standards Board ("FASB") issued
     Statement of Financial Accounting Standards ("SFAS") No. 149, "Amendment of
     Statement  133  on  Derivative  instruments  and Hedging Activities", which
     amends  and  clarifies accounting and reporting for derivative instruments,
     including  certain  derivative  instruments  embedded  in  other  contracts
     (collectively  referred to as derivatives) and for hedging activities under
     FASB  Statement  No. 133, Accounting for Derivative Instruments and Hedging
     Activities.  The  changes  in this Statement improve financial reporting by
     requiring  that  contracts with comparable characteristics be accounted for
     similarly,  and  will  result  in more consistent reporting of contracts as
     either  derivatives  or  hybrid instruments. The implementation of SFAS No.
     149  did  not  impact  the  Company's  financial  position  or  results  of
     operations.

     In  May  2003,  the  FASB  issued  SFAS  No.  150,  "Accounting for Certain
     Financial instruments with Characteristics of both Liabilities and Equity",
     which  establishes  standards  for  how  an  issuer classifies and measures
     certain  financial instruments with characteristics of both liabilities and
     equity.  It  requires the issuer to classify a financial instrument that is
     within  its  scope  as  a  liability  (or  an asset in some circumstances).
     Many  of  those  instruments  were  previously  classified  as equity.  The
     implementation  of  SFAS  No.  150  did  not impact the Company's financial
     position  or  results  of  operations.


                                       33
<PAGE>
     In December 2003, the FASB issued Interpretation No. 46R, "Consolidation of
     Variable Interest Entities" (FIN No. 46R), which addresses consolidation by
     business  enterprises  of variable interest entities. FIN No. 46R clarifies
     the  application  of  Accounting  Research  Bulletin  No.  51, Consolidated
     Financial  Statements, to certain entities in which equity investors do not
     have  the  characteristics  of a controlling financial interest, the equity
     investors  have  voting rights that are not proportionate to their economic
     interests  or  do  not  have  sufficient  equity  at risk for the entity to
     finance  its  activities  without additional subordinated financial support
     from  other parties. FIN No. 46R applies to small business issuers no later
     than  the  end  of  the  first  reporting  period after December, 2004. The
     Company  plans  to  early  adopt the provisions of FIN No. 46R in the first
     quarter  of  2004.  As  of  December 31, 2003, the Company did not have any
     variable  interest  entities  that  must  be  consolidated.


4.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                  USEFUL LIVES     DECEMBER 31
                                    IN YEARS     2003        2002
                                    --------  ----------  ----------
<S>                                 <C>       <C>         <C>
     Computer equipment                    3  $  79,664   $  79,664
     Furniture and fixtures                5    106,008     106,008
     Leasehold improvements                1       -          1,720
                                              ----------  ----------
                                                185,672     187,392
     Less accumulated depreciation             (180,609)   (155,488)
                                              ----------  ----------

       Property and equipment, net            $   5,063   $  31,904
                                              ==========  ==========
</TABLE>

5.   ACQUISITION  AND  SALE  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
     restricted  common  stock  of  the  Company  and warrants to purchase up to
     1,000,000  shares  of 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.

     The  cost  of  the  acquired entity was 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  consolidated statements of operations for the year ended
     December 31, 2003 includes the results of operations of the acquired entity
     for  the  period  February  28,  2003  through  May  29,  2003.


                                       34
<PAGE>
     Effective  May  29,  2003, the Company sold all of its assets held for sale
     and  issued  1,000,000  shares of common stock and 1,000,000 warrants for a
     purchase  price  of  $300,000 and a five-year technology license. The stock
     and  warrants  issued  had  a  combined  value of $102,000. The license was
     recorded  at  its estimated value of $383,210 and is being amortized over a
     three-year  period.  The  technology license gives the Company the right to
     make  and sell HyperCD products and services for 5 years with no royalty in
     year  one  and $0.015 per each medium sold in years two through five. There
     was  no  gain  or  loss  on  the  sale  of  assets.

6.   TECHNOLOGY  AND  INTERNET  APPLICATION  AGREEMENTS
     --------------------------------------------------

     In  August  2000,  the  Company  licensed Qwest the rights to distribute an
     Internet  security  software  application  (HackTracer) for a period of two
     years.  Under the terms of this license, the Company is required to provide
     support  throughout  its  term.  Total  consideration  for distributions of
     HackTracer during the term of the agreement is $728,049, plus 50 percent of
     all  gross profits from the license of HackTracer to Qwest's customers. The
     $728,049  was  recognized  ratably over the two-year term of the agreement,
     $243,000  of  which was recognized during the year ended December 31, 2002.

     Beginning  January  1,  2001,  the  Company  licensed  Qwest  the rights to
     distribute  a  collection  of  Internet  software  programs,  "The  New
     Collection", for a period of 20 months. The New Collection will contain six
     volumes  of  software. Consideration for distribution of the New Collection
     is  $300,000  plus  a royalty fee of $1.50 per software volume requested by
     and  provided  to  each  Qwest.net  customer during the term of the license
     agreement.  The  Company  is  required to provide telephone support for the
     term  of  the  agreement.  The  $300,000 was recognized ratably over the 20
     month  term  of  the agreement, $118,000 of which was recognized during the
     year  ended  December  31,  2002.

     As  discussed  above  in  Note  5,  in  May  2003,  the  Company acquired a
     technology  license  giving  the Company the right to make and sell HyperCD
     products and services for five years with no royalty in year one and $0.015
     per  each  medium  sold in years two through five. Accumulated amortization
     related  to  the  license  since  its purchase through December 31, 2003 is
     $74,515.


7.   RELATED-PARTY  TRANSACTIONS
     ---------------------------

     On  November  30,  1999,  the Company entered into an unsecured credit line
     agreement  (the  Credit  Line)  with CCTC, a company owned by the Company's
     chief  executive  officer,  whereby  CCTC  agreed  to  advance funds to the
     Company for use as operating capital. The note bears interest at 10 percent
     per  annum  and  is  payable  on demand. At December 31, 2003 and 2002, the
     outstanding  balance  on  the  Credit Line was $-0- and $688, respectively.

     On  November  16,  2000 and December 12, 2000, the Company entered into two
     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
     agreement  with  this stockholder in the amount of $100,000. The 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. At December 31, 2003 and 2002 the respective balance
     on  the  note  outstanding  was  $90,000  and  $100,000.

     On  January  1,  2001, the Company entered into a consulting agreement with
     Marine  Way,  Inc., a corporation wholly owned by a member of the Company's
     Board  of  Directors.  This  agreement  provides that Marine Way, Inc. will
     support  the  Company's  efforts  in a variety of areas including planning,
     analysis  and  implementation  of market opportunities. As compensation for
     its  services,  the  Company  has  agreed  to pay a fee of $ 10,000 a month
     during  the  24-month  term of the agreement. On May 19, 2003, the accounts
     payable  resulting  from  this  agreement  was  converted to equity for the
     purchase  of  300,000  shares  of  common  stock  and the signing of a note
     payable  to the Board of Directors member in the amount of $100,000 bearing
     interest  at  10  percent  per annum and payable in 36 monthly installments
     beginning  July  1,  2003.  At  December  31, 2003 the balance of this note


                                       35
<PAGE>
     outstanding  was $92,725, and the Company was in default on the note due to
     non-payment  of  required  monthly  amounts  due  under  the  note.

     On  July  10,  2003  the  company  assumed a note payable owed by our Chief
     Executive  Officer  to  an  individual dated July 1, 2003, in the amount of
     $60,000.  Such  note  was non-interest bearing and was due of September 28,
     2003.  The  assumption  of this note was recorded as a reduction in accrued
     compensation  owed  to  our Chief Executive Officer. On September 28, 2003,
     this  note  was  extinguished with the issuance of 450,000 shares of common
     stock in full payment of the note. At December 31, 2003 the balance of this
     note  outstanding  was  $-0-.

     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, this note, along with accrued
     interest,  was  converted to equity for the purchase of 1,000,000 shares of
     common  stock  and  the signing of a note payable to the stockholder in the
     amount  of  $100,000  bearing  interest  at 10% per annum and payable in 24
     monthly  installments  beginning  July  1,  2003.  At December 31, 2003 the
     balance of the long term portion of this note is $26,057 and the balance of
     the  current  portion  of  this  note  is  $48,377.

     On  April  5, 2002 and June 5, 2002, the Company entered into notes payable
     agreements with a company owned by a stockholder in the amounts of $140,000
     and $130,000, respectively. The notes bear interest at 10 percent per annum
     and  mature on January 1, 2003 and September 3, 2002, respectively. At both
     December  31,  2003  and  2002  the  balance on these notes outstanding was
     $270,000,  and  the  whole  balance  was  past due as of December 31, 2003.

     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 December 31, 2003.


8.   NOTES PAYABLE
     -------------

     Notes payable to related parties are included in related-party transactions
     Footnote  6.  Other notes payable outstanding at December 31, 2003 and 2002
     consist  of  the  following:

<TABLE>
<CAPTION>
                                                               2003      2002
                                                             --------  --------
<S>                                                          <C>       <C>
     Note payable to an individual, bearing interest of 10%
       per year, payable on demand, uncollateralized         $245,000  $240,000

     Note payable to an individual (See Note 11)              465,000   200,000

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

     Notes payable to two companies and one individual,
        non-interest bearing, due in monthly installments,
        with maturities in 2003 and 2004                      165,844         -
                                                             --------  --------

                                                             $950,844  $440,000
                                                             ========  ========
</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  December  31,  2003.


                                       36
<PAGE>
9.   INCOME  TAXES
     -------------

     The components of the Company's deferred tax assets are as follows:

<TABLE>
<CAPTION>
                                                  DECEMBER 31,
                                              2003          2002
                                          ------------  ------------
<S>                                       <C>           <C>
     Net operating loss carryforwards     $ 2,824,626   $ 2,461,007
     Technology license                        23,290        23,290
     Accrued expenses not yet deductible      307,587       171,479
     Contributions carryforward                 2,074         2,040
     Property and equipment                   (10,317)       (7,737)
                                          ------------  ------------

       Total deferred tax assets            3,147,260     2,650,079

     Less valuation allowance              (3,147,260)   (2,650,079)
                                          ------------  ------------

         Net deferred tax assets          $         -   $         -
                                          ============  ============
</TABLE>

     The difference between the income tax benefit in the accompanying statement
     of  operations  and  the  amount  that  would  result  if  the U.S. federal
     statutory  rate  of  34%  were  applied to pre-tax loss for the years ended
     December  31,  2003  and  2002  is  as  follows:

<TABLE>
<CAPTION>
                                                2003                  2002
                                        --------------------  --------------------
                                          AMOUNT    PERCENT     AMOUNT    PERCENT
                                        ----------  --------  ----------  --------
<S>                                     <C>         <C>       <C>         <C>
       Benefit for income tax at
         federal statutory rate         $(518,948)   (34.0%)  $(332,786)   (34.0%)
       Non-deductible expenses             13,474        0.9      4,177        0.5
       Other                                8,293        0.5      5,233        0.5
       Increase in valuation allowance    497,181       32.6    323,376       33.0
                                        ----------  --------  ----------  --------

                                        $       -         -%  $       -         -%
                                        ==========  ========  ==========  ========
</TABLE>

     As of December 31, 2003, the Company has generated net operating loss (NOL)
     carryforwards  of  approximately  $8.3  million  available to reduce future
     income  taxes.  These  carryforwards  begin  to expire in 2019. A change in
     ownership,  as  defined  by  federal  income  tax  regulations,  could
     significantly limit the Company's ability to utilize its carryforwards. The
     Company's  ability  to utilize its current and future NOLs to reduce future
     taxable  income  and  tax liabilities may be limited. Additionally, because
     federal  tax  laws  limit  the time during which these carryforwards may be
     applied  against  future  taxes,  the  Company may not be able to take full
     advantage  of  these  attributes  for  federal  income tax purposes. As the
     Company  has  incurred  a loss since inception and there is no assurance of
     future  taxable income, a valuation allowance has been established to fully
     offset  the  deferred  tax  asset  at  December  31,  2003  and  2002.


10.  COMMON STOCK AND PREFERRED STOCK
     --------------------------------

     PREFERRED  STOCK
     ----------------

     The  Company's  new  certificate  of incorporation in 2001 provides for the
     authorization  of  20,000,000 shares of preferred stock with a par value of
     $.001.  There  were  no  preferred  shares  issued as of December 31, 2003.

     STOCK OPTIONS AND WARRANTS
     --------------------------

     The  Company  follows  SFAS  No.  123,  "Accounting  for  Stock-Based
     Compensation,"  which  establishes  fair  value  as  the  measurement  for
     transactions  in  which  an  entity  acquires  goods  or  services from non
     employees  in  exchange  for  equity  instruments.


                                       37
<PAGE>
     A  summary of the Company's stock options as of December 31, 2003 and 2002,
     is  as  follows:

<TABLE>
<CAPTION>
                                                                   WEIGHTED
                                                                    AVERAGE
                             NUMBER OF                 EXERCISE    EXERCISE
                              SHARES    EXERCISABLE     PRICE        PRICE
                             ---------  -----------  ------------  ---------
<S>                          <C>        <C>          <C>           <C>
     Options outstanding at
        December 31, 2001      163,136      163,136  $5.10-$15.00  $    5.96

     Options granted         3,000,000    3,000,000  $       0.10  $    0.10
                             ---------  -----------

     Options outstanding at
        December 31, 2002    3,163,136    3,163,136  $0.10-$15.00  $    0.40

     Options granted                 -            -
                             ---------  -----------

     Options outstanding at
        December 31, 2003    3,163,136    3,163,136  $0.10-$15.00  $    0.40
                             =========  ===========
</TABLE>

     The  following table summarizes information about stock options outstanding
     and  exercisable  at  December  31,  2003:

<TABLE>
<CAPTION>
                                    WEIGHTED
                   OUTSTANDING       AVERAGE      WEIGHTED
     RANGE OF         AS OF         REMAINING      AVERAGE
     EXERCISE      DECEMBER 31,    CONTRACTUAL    EXERCISE
     PRICES            2003      LIFE (IN YEARS)    PRICE
     ------------  ------------  ---------------  ---------
<S>                <C>           <C>              <C>
     5.00-$15.00       163,136              2.1  $    5.96
     0.10            3,000,000              3.9  $    0.10
                   ------------

     0.10-$15.00     3,163,136              3.8  $    0.40
                   ============
</TABLE>

     A  summary  of  the Company's warrants as of December 31, 2003 and 2002 and
     warrant  activity  for  the  years  then  ended  is  as  follows:

<TABLE>
<CAPTION>
                                                                   WEIGHTED
                                                                   AVERAGE
                               NUMBER OF                EXERCISE   EXERCISE
                                SHARES    EXERCISABLE     PRICE     PRICE
                              ----------  ------------  ---------  --------
<S>                           <C>         <C>         <C>           <C>
     Warrants outstanding at
        December 31, 2001     1,194,998   1,194,998   $ 1.00-$6.00  $    4.55

     Warrants issued            475,000     475,000   $ 0.02-$0.50  $    0.17
                              ----------  ----------

     Warrants outstanding at
        December 31, 2002     1,669,998   1,669,998   $ 0.02-$6.00  $    3.31

     Warrants issued          6,460,000   6,460,000   $ 0.01-$1.00  $    0.15

     Warrants exercised        (325,000)   (325,000)  $       0.02  $    0.02
                              ----------  ----------

     Warrants outstanding at
        December 31, 2003     7,804,998   7,804,998   $ 0.01-$6.00  $    0.83
                              ==========  ==========
</TABLE>


                                       38
<PAGE>
     The following table summarizes information about stock warrants outstanding
     and  exercisable  at  December  31,  2003:

<TABLE>
<CAPTION>
                                   WEIGHTED
                  OUTSTANDING       AVERAGE      WEIGHTED
     RANGE OF        AS OF         REMAINING      AVERAGE
     EXERCISE     DECEMBER 31,    CONTRACTUAL    EXERCISE
     PRICES           2003      LIFE (IN YEARS)    PRICE
     -----------  ------------  ---------------  ---------
<S>               <C>           <C>              <C>
     0.01-$0.10     5,910,000              3.2  $    0.08
     0.50-$1.00       725,000              4.0  $    0.82
     3.00-$6.00     1,169,998              4.1  $    4.63
                  ------------

                    7,804,998              3.4  $    0.83
                  ============
</TABLE>

     The  fair  value of each option and warrant grant was estimated on the date
     of  grant  using  the  Black-Scholes  option  pricing  model. The following
     weighted  average assumptions were used for the grants in the periods ended
     December  31,  2003  and  2002:

<TABLE>
<CAPTION>
                            DECEMBER 31,
                           2003     2002
                          -------  -------
<S>                       <C>      <C>
     Dividend yield          -0-%     -0-%
     Expected volatility      30%      30%
     Risk free interest        5%       5%
     Expected lives        Actual   Actual
</TABLE>

     The  Black-Scholes  option  pricing  model  and  other existing models were
     developed  for use in estimating the fair value of traded options that have
     no  vesting  restrictions  and  are fully transferable. In addition, option
     valuation  models  require  the  input  of,  and  are  highly sensitive to,
     subjective  assumptions  including the expected stock price volatility. The
     Company's  stock  options have characteristics significantly different from
     those  of  traded  options, and changes in the subjective input assumptions
     can  materially  affect  the  fair  value  estimate.

     Had  compensation  cost  for  the  stock  options  and  warrants granted to
     employees  been  determined  under  SFAS  No.  123,  net loss and basic and
     diluted  net  loss  per  share  for the periods ended December 31, 2003 and
     2002,  would  have  changed  as  indicated  in  the  following  pro  forma:

<TABLE>
<CAPTION>
                                                2003          2002
                                            ------------  ------------
<S>                                         <C>           <C>
     Net loss:
       As reported                          $(1,526,319)  $  (978,783)
       Pro forma                             (1,526,319)   (1,086,783)
     Basic and diluted net loss per share:
       As reported                          $     (0.07)  $     (0.08)
       Pro forma                                  (0.07)        (0.09)
</TABLE>

     The  Company  recorded approximately $163,830 in compensation, interest and
     consideration  in  the  purchase  and  sale of assets during the year ended
     December 31, 2003 and $12,435 in compensation expense during the year ended
     December 31, 2002 relating to warrants issued to nonemployee consultants at
     the  fair  value of the warrants granted. The fair values were estimated by
     management  using  the  Black-Scholes  pricing  model.


                                       39
<PAGE>
11.  COMMITMENTS AND CONTINGENCIES
     -----------------------------

     OPERATING LEASES
     ----------------

     The  Company  leases  office  space  and  certain equipment under operating
     leases  with various parties. Rental expense for the periods ended December
     31,  2003  and 2002, was $23,218 and $37,725, respectively. At December 31,
     2003  future  minimum  lease payments under non-cancelable operating leases
     are  $3,528  in  2004.

     CONTINGENCIES
     -------------

     At  December 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
     December  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  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. On June
     18,  2003 the Company reached a settlement that allows the Company to pay a
     total  amount of $400,000 that includes all interest, legal fees, and court
     costs on or before September 1, 2003. If such payment was made by September
     1,  2003,  in  accordance  with  the agreement, the 1,500,000 shares of the
     Company's  restricted  common stock held as collateral would be returned to
     the  Company.  Payment  was  not  made according to the settlement and as a
     result  on October 1, 2003 the Company was liable for an additional $75,000
     under  the  provisions  of  the settlement. This additional amount has been
     accrued  at  December  31,  2003,  and is reflected in notes payable in the
     accompanying  Consolidated  Balance  Sheet.

     In  addition,  from time to time, the Company is 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.

     Other
     -----

     During  2003,  the  Company  received proceeds of $100,000 from the sale of
     stock  in  a  subsidiary of the Company. The stock was never issued and the
     subsidiary has remained inactive. As a result, the Company has included the
     $100,000  in  other accrued liabilities on the balance sheet as of December
     31,  2003.

12.  NON-CASH  INVESTING  AND  FINANCING  ACTIVITIES
     -----------------------------------------------

     During  2003 and 2002, the Company had the following non-cash investing and
     financing  activities:

     In  February,  2003,  the Company issued stock and warrants with a value of
     $432,200  for the purchase of equipment with a value of $35,000 and patents
     and  trademarks  with  a  value  of  $571,000. In addition to the stock and
     warrants  issued, the purchase price included the assumption of $130,800 of
     accounts  payable, the forgiveness of a $43,000 advance the Company made in
     2002,  and  the  receipt  of  $24,790  of  accounts  receivable.

     In  May,  2003, the Company sold the patents, trademarks and equipment that
     were  purchased  in  February,  2003,  and issued stock and warrants with a
     value  of  $102,000  for  the  forgiveness  of  a $120,000 note payable the
     Company  owed and the receipt of a $180,000 note receivable. As part of the
     sale  agreement,  the Company received a technology license with a value of
     $383,210.  The  note  receivable  was  reduced  by $39,750 in 2003 when the
     debtor  paid  accounts  payable  and  a  note  payable  of  the  Company.

     During  2003,  the Company settled $121,000 of accounts payable to a former
     director and stockholder of the Company through issuance of a $100,000 note
     payable  and common stock with a value of $21,000. The Company also settled
     $68,400  of  accounts  payable  through issuance of common stock to certain
     vendors.

     During 2003, the Company converted $543,848 of accounts payable and accrued
     expenses  to  notes  payable.

     During 2003, the Company assumed a $60,000 note owed by the Company's Chief
     Executive  Officer and accordingly reduced the accrued compensation owed to
     the  Chief  Executive  Officer  by  the  same  amount.

     During  2003,  the  Company  refinanced a $175,000 note payable and accrued
     interest  of  $21,875  owed  to  a  stockholder  and former director of the
     Company  for  $70,000  of  common  stock  and  a  new note in the amount of
     $100,000.

     During  2003,  the  Company  converted  $90,500  of notes payable to common
     stock.

     During  2002,  the  Company  converted  $100,000  of  debt  and $254,262 of
     payables  to  common  stock.



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