EXHIBIT 31.2


CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
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I,  George  Sharp,  Principal  Financial  Officer  of Sharp Holding Corporation,
certify  that:

1.   I  have  reviewed  this  annual  report  on  Form  10-KSB  of SHARP HOLDING
     CORPORATION.

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

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

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

     a)   are  responsible  for  establishing  and  maintaining  disclosure
          controls  and  procedures  (as defined in Exchange Act Rules 13a-15(e)
          and 15d-15(e)) for Sharp Holding Corporation and have;
     b)   designed  such  disclosure  controls  and  procedures,  or caused such
          disclosure  controls  and  procedures  to  be  designed  under  our
          supervision,  to  ensure  that  material information relating to Sharp
          Holding  Corporation, including its consolidated subsidiaries, is made
          known  to  us by others within those entities, particularly during the
          period in which this annual report is being prepared;
     c)   evaluated  the  effectiveness  of  the  Sharp  Holding  Corporation's
          disclosure  controls  and  procedures and presented in this report our
          conclusions  about  the  effectiveness  of the disclosure controls and
          procedures, as of a the end of the period covered by this report based
          on such evaluation; and
     d)   disclosed    in    this   report   any   change   in   Sharp   Holding
          Corporation's  internal control over financial reporting that occurred
          during  Sharp  Holding Corporation's most recent fiscal quarter (Sharp
          Holding  Corporation's fourth quarter in the case of an annual report)
          that  has  materially  affected, or is reasonably likely to materially
          affect,  Sharp  Holding  Corporation's internal control over financial
          reporting: and

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

     a)   all  significant  deficiencies  and  material  weaknesses  in  the
          design  or  operation  of  internal  controls over financial reporting
          which  are  reasonably  likely  to  adversely  affect  Sharp  Holding
          Corporation's  ability  to  record,  process,  summarize  and  report
          financial information; and
     b)   any  fraud,  whether  or  not  material,  that  involves management or
          other  employees  who  have  a  significant  role  in the registrant's
          internal controls over financial reporting.


Date:  April  14,  2005

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