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, 2004

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

                         Commission file number 0-28829

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

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

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

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


         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  [X]

Issuer's  revenues  for  the  year  ended  December  31,  2004 were $67,779. The
aggregate  value  of  Common  Stock  held by non-affiliates of the registrant at
March  23,  2005  based  upon  the  last  reported  sales prices on the National
Association  of  Securities  Dealers OTC Bulletin Board was $1,501,823. At March
23,  2005,  there  were  32,112,603  shares  of  Common  Stock  outstanding.


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<PAGE>
<TABLE>
<CAPTION>
                                TABLE OF CONTENTS

                                      PART I

<S>       <C>                                                              <C>
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 Common Equity, Related Stockholder Matters and
          Small Business Issuer Purchases of Equity Securities             12

Item 6.   Management's Discussion and Analysis or Plan of Operations       14

Item 7.   Financial Statements                                             16

Item 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial Disclosure                                             16

Item 8A   Controls and Procedures                                          16

Item 8B   Other Information                                                16


                                    PART III

Item 9.   Directors and Executive Officers of the Registrant               17

Item 10.  Executive Compensation                                           19

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

Item 12.  Certain Relationships and Related Transactions                   21

Item 13.  Exhibits                                                         22

Item 14.  Principal Accountant Fees and Services                           25
</TABLE>


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                                     PART I

ITEM  1.   DESCRIPTION  OF  BUSINESS

THE  COMPANY

Sharp  Holding  Corporation,  a Delaware corporation, (the "Company," "Sharp" or
"we")  seeks  opportunities to develop and grow early-stage technology companies
that  have  the  potential  to  increase  shareholder  value.

Sharp  has  three  wholly-owned  subsidiaries:  SCAN  USA  Corporation ("SCAN"),
Reserve  Energy  Corporation  ("Reserve"  or  "REC"), and Sharp Technology, Inc.
("Sharp  Technology").

SCAN  has  partnered  with  the  California  Organization of Police and Sheriffs
(COPS)  and  the National Coalition of Public Safety Officers (NCPSO) to deliver
the  SCAN  service.  This  service  is designed to be the first of its kind that
broadcasts  alerts  from  public  safety  agencies,  law  enforcement, emergency
management, schools and hospitals to local community and neighborhood residents.
Alerts  such  as  Neighborhood  Crime,  Sexual  Predators,  Public  Safety
Announcements,  Weather,  Traffic  and  Amber  alerts  are  sent directly to the
computers, mobile phones and PDAs of U.S. citizens who register for the program,
which  was  launched  in  California  during  December,  2004  and  planned  for
nationwide expansion throughout 2005.

In  June  2004,  SCAN  entered  into  a  professional services contract with SBC
Communications  calling  for SBC to actively market the SCAN service to their 35
million  telephone  customers  in  their  thirteen-state  area  along  with
participating  in  a  marketing  and public relations press tours to promote the
service.  The  SCAN  service  provides  revenue  generation  opportunities  via
corporate  sponsorships,  distribution  of  co-branded  credit  cards,  pre-paid
calling  cards,  security  software  and  other  security-related  products to a
massive  security-conscious  consumer  database.

Reserve  plans  to  deploy  a proprietary and patented filtering technology that
will  convert  non-pipeline  quality natural gas located in contaminated shut-in
wells,  into  saleable  pipeline quality gas. One out of every three natural gas
wells  contains contaminants that make the gas un-marketable. If a well produces
less  than  ten  million  cubic  feet  per  day  it  is generally considered too
expensive  to  purchase  standard filtering equipment. These low producing wells
are  capped and listed as "shut-in wells." There are currently more than 200,000
shut-in  wells  in  the  U.S., containing an estimated 60 trillion cubic feet of
natural  gas  valued  at  over $240 billion. Reserve plans to capture a share of
that  market.

Sharp  Technology is a developer of software products that provide marketing and
e-finance  solutions  to  companies. We target large corporations for use of our
technology  and  distribute our software products as premium components in their
strategic  marketing  and  e-finance  campaigns.

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.


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<PAGE>
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, a Delaware corporation, was incorporated on October 13, 1998,
but  did  not  commence  operations  until January 1999. SCAN USA Corporation, a
Delaware  corporation,  was  incorporated  on  September  16,  2003, but did not
commence  operations  until  June  2004.  Reserve Energy Corporation, a Delaware
corporation,  was  incorporated  on  February  3,  2004,  but  did  not commence
operations  until  May  2004.

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

SCAN  executes  a  mass  distribution  model  that  allows large corporations to
quickly  deliver  our  technology,  free  of  charge, to the millions of PCs and
wireless devices used by their customers.  The first of these corporate partners
is  SBC  Communications,  a "Baby Bell," and one of the world's largest and most
technologically  advanced  telecommunications  company. SBC will distribute SCAN
throughout  California,  Nevada,  Texas  and its thirteen-state territory, which
services  approximately  one-third  of  the  country's population. A large-scale
media campaign is currently being executed by the public relations organizations
of  SCAN  , NCPSO (National Coalition of Public Safety Officers), and SBC.  SCAN
leverages  a  revenue  model  that  bypasses  the  need  for  public  funding by
incentivizing these corporate sponsors to pay for the program's front-end costs,
and  by  providing  a  series  of strategic, add-on products to create recurring
revenue.  The  SCAN  revenue  model includes the sale of add-on products to SCAN
subscribers.  These  include  strategic  products  and  services  from corporate
partners  like  high-speed  and  dial-up  Internet  connectivity  and a pre-paid
emergency  calling  card.  An  important featured product is the  "I support law
enforcement"  affinity  credit  card.  An  array of security products, including
virus-protection,  firewalls,  child-protection  software  and more will be sold
under  private  label.

Reserve  targets  the  $250  billion  of  shut-in gas resources in the USA, with
additional  opportunities  internationally.  The  company  plans  to  commence
operations  with  approximately  ten  million cubic feet per day of feed gas and
grow production capacity to over 90 million cubic feet per day in its fifth year
of  operations.  Reserve's  production  at  this  point  will represent only one
twentieth  of  one  percent  of  this  niche  market  in  the  lower  48 states.

Sharp Technology's HyperCD technology is utilized as a delivery vehicle for
Internet-enabled promotions. Our subsidiary SCAN uses the HyperCD technology to
empower SCAN's corporate sponsors, driving them to targeted websites and
tracking user/website interaction.

THE  MARKET

SCAN

Attacks  on  the  United  States  on September 11, 2001, created an entirely new
category  of  governmental  and  community  concerns.  Local  officials  making
decisions  for  rapid  large-scale  broadcast  systems for Homeland Security are
looking  for  available  and flexible solutions to these new concerns. Emergency
notification  systems  for natural disasters are being re-examined for inclusion
into  new,  more  encompassing  alert  systems  today.


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<PAGE>
Security  concerns  today  also include solutions for early warning systems that
alert  PC  users  of new and potentially destructive virus and predator attacks.

A 30-member national panel of security experts, including representatives of the
FBI  and  American  Red Cross, called the Partnership for Public Warning, stated
that  because  media  broadcasts may spread news too slowly in emergencies, that
Americans  carry government-issued beepers for alerts of pending nuclear attack,
biological  threat  or tornado. Accordingly, the basic problems with the current
public  warning  systems  have  been  identified  as  follows:

     -    They  do  not  reach  enough  of  the  people  at risk fast enough and
          often reach many people not at risk.
     -    Most  warnings  cannot  be  issued  to  just the people at risk except
          by calling wired telephones using the 911 database.
     -    Warnings  from  different  sources  are  rarely  available  to  all
          warning systems in a given region.
     -    Many of the systems are not interoperable
     -    The  federal  government  cannot  provide  solutions  alone.  An
          effective  warning  strategy  must  include  the development of a wide
          range of market-based solutions.
     -    Few  local  first  responders  have  effective  ways  to  input
          information and warnings into existing systems.
     -    The news media reaches too few people too slowly.
     -    Americans  listen  to  the  radio  on  average  only 12% of their day.
          (Arbitron, 2001 Radio Today).
     -    The  average  TV  is  in  use only 31% of the day. (Nielson Media
          Research, 2000).

Current  public  warning  capabilities  consist  of  two  national  avenues  for
communicating among warning organizations, two federal systems for communicating
directly  to  the  public,  and  a  wide  variety  of  warning systems designed,
installed  and  operated  by  private  industry.

RESERVE

Reserve  will  exploit a burgeoning market opportunity.  Natural gas consumption
in  North America is 30 Tcf (Trillion cubic feet) a year, and consumption in the
United  States  is  approximately 20 Tcf per year.  Natural gas resources in the
United  States are being depleted much faster than they are being replaced; yet,
natural  gas  is  the  fuel  of  choice for power generators, and industrial and
commercial  consumers.  Although  each  of  these sectors will contribute to the
future  growth  in  natural  gas  consumption,  power generation will consume an
ever-growing  amount  of  gas  and will become the primary driver of natural gas
demand.  Between  2005 and 2015 the cumulative increase is expected to amount to
19%.  In  2005  there  will  be  200  Gigawatts  of new gas-fired electric power
generation  capacity in the United States.  All of these plants are dependent on
natural  gas  as  their  sole  source of fuel and less able to respond to rising
natural  gas  prices  by  switching  to  other  fuels.  Furthermore,  because of
environmental  policies,  most of the future power generation will be gas-fired.
Demand  from  commercial/residential  growth  exhibits  slower  demand,  as does
industrial  demand;  but  dramatic  growth  is  depicted  for  electric  power
consumption  shown  as  a  dramatic  upswing  in  demand  for  natural gas fuel.

Although  traditional natural gas producing basins will supply 75% of the future
long-term  needs,  these  producing areas will not be able to meet the remaining
projected  growth  in  demand.  New  large  scale  resources  will  need  to  be
discovered,  proven and developed. Liquefied natural gas ("LNG") and natural gas
deposits  in  the  Arctic  could  provide  up  to 25% of the projected growth in
demand,  but  environmental  and  security  issues,  lead  time and cost present
barriers  to  rapid  introduction  of  this  source  of  supply.  Significant
introduction  of  these  supplies to consumers in the United States is likely to
take  10  or  more years, and impact on natural gas prices are likely to lag. In
addition,  transportation  of these new sources of gas to market is dependent on
building  new  transmission  pipelines  and  distribution  systems. Pipeline and
distribution  investments  will average $8 billion per annum with impending need
for  increasing  costs  in  order  to maintain existing infrastructure to ensure
reliable  supply.  Moreover,  in order to improve supply to create elasticity in
the  system  which  will  lead  to  stabilization  of natural gas pricing in the
future, the following must be considered and implemented:
     -    Public  policy  must  be  developed  to  provide incentives to develop
          a  strategy  that  allows  for  long  term  contracts  for natural gas
          transportation and storage;

     -    Measures  that  promote  energy  efficiency  and  alternative  fuels
          will have to be adopted to meet demand;

     -    Non-conventional  natural  gas  resources  (coal  bed  and  coal  mine
          methane,  tight  gas  sands,  fractured  shales)  must  be discovered,
          developed and produced; and


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     -    New  technology  for  more  efficient  recovery  of  resources must be
          developed.

Clearly, exploitation of subquality natural gas resources will play an important
part  in  meeting  the  demand.  Converting  shut-in resources into commercially
producible reserves will be advantageous in that the gas deposits are discovered
and  developed,  no  new  wells  will have to be drilled, and in most cases, the
infrastructure  that  is  needed  to  transport  the gas to market is already in
place.

COMPETITION

SCAN has identified two primary types of technology-based public warning systems
as  perceived competition: commercial emergency alert systems and not-for-profit
alert  systems.  There  are  nearly 50 commercial alert solutions on the market,
many  are 911-based telephony systems used by law enforcement agencies to manage
and dispatch inbound emergency calls. Not-for-profit alert systems are primarily
concerned with either the re-broadcast of AMBER Alerts as mandated at both state
and  federal levels or local retail merchant groups seeking to enhance awareness
of  events  that  may  affect  their  businesses.   In  addition, there are many
government-hosted  alert  sources,  which  provide  alerts  within  governmental
agencies  and,  at  times,  to  the  general  public.

There  are  many  alert systems in place today in an early-stage market of small
companies.  None of these companies have the robustness of SCAN USA, the company
and  its  business  models,  or  SCAN,  the service, which include the following
components:
-    A  sponsor-based  mass  distribution  model
-    A  repeatable,  state-by-state  rollout  process backed by local, state and
     national  government  and  law  enforcement  officials
-    A  truly  neighborhood-based  system  that assists those most at risk in an
     emergency
-    An  alert  system  that  is completely free to both the law enforcement and
     user  communities
-    A  non-intrusive,  simple,  and  manageable technology system and processes
-    A  plethora  of  alert  types,  customizable  by  the  end  user
-    A  broadcasting  available  to  cell  phones,  email, PDAs, fax and instant
     messaging
-    No  limitation  on  the  number  of  users  who  may  receive  alerts.

SCAN  is  the  right  service  at  the right time to  become a de facto national
standard.
-    The  public's  security  awareness  is  at  an  all-time  high.
-    Security  experts state that relying on broadcast news for emergency alerts
     is  not  ideal.
-    There  is  an  absence  of  easy-to-use  immediate alert technology that is
     widespread.
-    Rank  and  file  law  enforcement  has  endorsed  the  program.
-    SCAN  USA  management  has  over  ten years of network and desktop security
     experience  in  launching  and  managing  new products. Marketing expertise
     includes  establishing distribution relationships with the nation's largest
     companies.
-    The  market  sector  is  ripe  for  dominance.

Reserve  faces  several  types  of  competition  from  existing  vendors  and
technologies,  none of which Reserve deems cost effective for the target market.
There  are  products  and  services  in  the marketplace to address all types of
contaminants.  Contaminants  may  be  removed  from natural gas using separation
processes  including  carbon  molecular  sieves,  membranes, synthetic zeolites,
liquid absorbants and cryogenic processes. Reserve believes that with respect to
the  economic viability of contaminated natural gas production that our methods,
processes  and  expertise  will  prove  a  successful  combination.

TRADEMARKS, ROYALTY AND LICENSE AGREEMENTS

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


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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  2004 and 2003 we were subject to the following license or
royalty  agreements:

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  as  Sharp  Holding  in  April 2001.  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 plans 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, 2004, we have an accumulated deficit of $13.5 million. We
have  a  working capital deficit of $5.1 million at December 31, 2004. Operating
losses  and  negative cash flows from operating activities have continued during
2005.  As  a  result  of shortfalls in anticipated funding, we are delinquent on
certain  payroll  tax  deposits due the IRS.  We are also delinquent on payments
under  certain  note  payable  agreements.  We  expect  cash  flow  deficits  to
continue, 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.  Our  future success is dependent upon many factors including, but
not  limited  to;  our  ability  to  continue to develop and market products and
services,  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 was generated by sales to one company
(Qwest  Communications  or  its predecessors) consisting of a software licensing
sale  and  a  series  of  subscription  contracts.

We  depend  on  third  party  companies,  corporate  sponsors  and  strategic
partnerships  to  develop  and distribute our products and services. The loss of
third  party 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


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<PAGE>
integrate  successfully  any  operations,  personnel,  services or products that
might  be  acquired  in  the  future  or  that  any 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,  affecting  the  operations of SCAN and Sharp
Techology, 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 and services 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 and services 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 rapidly evolving. Our future operating results will depend upon
our  ability  to  enhance  our current products and to develop and introduce new
products  and  services  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 and services 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 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 technology-based
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


                                        8
<PAGE>
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 2004
and 2003, we incurred $309,757 and $205,725 respectively, of expenses classified
as  costs  of  sales  and  services,  related  to  our  products.

EMPLOYEES

At  December  31,  2004  we  had  8  full-time  contractors,  numerous  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.

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.

On  November 30, 2004 and December 30, 2004, the Company entered into agreements
to  issue  convertible  promissory  notes  and  warrants  to purchase a total of
700,000  shares  of the Company's common stock in exchange for gross proceeds of
$700,000.  The notes are for a term of two years, bear interest at 8% per annum,
require  monthly  interest payments, and are collateralized by substantially all
assets  and intellectual property as well as registration rights of the Company.
The  holder of the note has the option to convert the note at any time after the
issuance date of the note.  The note is convertible at the lesser of $.21 or 65%
multiplied  by  the  average  of  the lowest three trading prices for the common
stock  during  the twenty trading day period ending one trading day prior to the
date  the conversion notice is sent by the holder to the Company.  The notes are
secured  by  accounts  receivable,  general intangibles, contracts, and contract
rights  of  the  Company.


                                        9
<PAGE>
In  accordance  with  generally accepted accounting principles, in the event the
conversion price is less than the Company's stock price on the date of issuance,
the  difference  is  considered  to  be  a  beneficial conversion feature and is
amortized  as  additional  interest  expense  over  the  period from the date of
issuance  to the stated redemption date of the notes. The Company has calculated
the beneficial conversion feature of these notes to be $504,121. During the year
ended  December  31,  2004,  the  Company recognized $15,143 in interest expense
related  to  the  amortization  of the beneficial conversion feature recorded on
these  convertible  promissory  notes.

Subsequent  to  December  31, 2004, four individual holders of these convertible
promissory  notes  elected  to  convert  $527,550 of these notes pursuant to the
original  terms  of conversion and were issued 6,676,420 shares of common stock.

The  warrants  entitle  the  holders to purchase 700,000 shares of the Company's
common stock at $0.17 per share and expire five years from the date of issuance.
The  Company  allocates the proceeds received from debt or convertible debt with
detachable  warrants using the relative fair value of the individual elements at
the  time  of  issuance. The amount allocated to the warrants as a debt discount
was  calculated  at $146,715 and will be recognized as interest expense over the
period  until  the  notes  mature. In the event the debt is settled prior to the
maturity date, an expense will be recognized based on the difference between the
carrying  amount  and  the amount of the payment. During the year ended December
31,  2004,  the  Company  recognized  $3,915  in interest expense related to the
accretion  of  the  debt  discount  associated  with  the  warrants.

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 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.  On
August  16, 2004 we leased approximately 6,300 square feet located at 1250  Wood
Branch  Park  Drive,  Suites 400 & 490 in Houston, Texas as operating offices of
our  subsidiaries  SCAN  USA  &  Reserve  Energy  Corporation.  Our total rental
expense  for the fiscal year ending December 31, 2004 including office rents and
certain  equipment  leases  was  $48,421.

ITEM  3.   LEGAL  PROCEEDINGS

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

In  connection with that same development and distribution partnership agreement
with  Qwest,  the  Company  engaged  the  software  development  services of the
Navi-Gates  Corporation,  a  company  controlled  by  our former chief financial
officer.  As  part  of  its compensation, Navi-Gates was to receive a royalty on
each  unit  of  software sold by Qwest and the Company under this agreement.  On
May  15,  2002  petition  number  2002-24598,  "Navi-Gates Corporation vs. Sharp
Technology,  Inc.  and Qwest Communications, Inc., et al " 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.

In  June  2004  the  above  legal matters between Sharp Technology and Qwest and
Navi-Gates  were scheduled for an arbitration hearing to be held at the Houston,
Texas  offices  of  the  American  Arbitration Association in February 2005.  On
January  26, 2005 the matters were resolved to all parties' satisfaction with no
additional  expense  to  the  Company.

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, 2004 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


                                       11
<PAGE>
                                     PART II

ITEM 5.   MARKET  FOR  COMMON  EQUITY,  RELATED  STOCKHOLDER  MATTERS  AND SMALL
BUSINESS  ISSUER  PURCHASES  OF  EQUITY  SECURITIES.

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 2003:
-----------------
------------------------------------------------------
First Quarter      $             .23  $            .06
------------------------------------------------------
Second Quarter     $             .20  $            .07
------------------------------------------------------
Third Quarter      $             .28  $            .07
------------------------------------------------------
Fourth Quarter     $             .17  $            .05
------------------------------------------------------

------------------------------------------------------
Fiscal Year 2004:
-----------------
------------------------------------------------------
First Quarter      $             .19  $            .07
------------------------------------------------------
Second Quarter     $             .90  $            .14
------------------------------------------------------
Third Quarter      $             .40  $            .11
------------------------------------------------------
Fourth Quarter     $             .65  $            .09
------------------------------------------------------
</TABLE>

At  March  23,  2005, the last bid price for our common stock as reported on the
OTC  Bulletin  Board  was  $.05  per share and the company had approximately 391
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.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

During the quarter ended December 31, 2004, we made the following transactions
in reliance upon exemptions from registration under the Securities Act of 1933
as amended (the "Act").

Unless stated otherwise, we believe that:

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

In  December  2004, we issued 30,000 shares of common stock to one individual as
payment-in-kind  for  services  rendered  to  us.  We valued this transaction at
$12,900.  This  transaction  was  made  in  reliance on Section 4(2) of the Act.


                                       12
<PAGE>
In  December  2004,  we  issued 150,000 shares of common stock to one company as
payment-in-kind  for  services  rendered  to us.  We valued this transactions at
$64,500.  This  transaction  was  made  in  reliance on Section 4(2) of the Act.

In December 2004 we issued 100,000 shares of common stock to one individual upon
the  exercise  of  an  outstanding  warrant.  Such  warrant was exercised by the
forgiveness  of  $10,000 in notes payable owed to the individual by the Company.
This  transaction  was  made  in  reliance  on  Section  4(2)  of  the  Act.

In  December  2004 we issued 478,597 shares of common stock to one individual as
payment-in-kind  for  a  note payable owed to the individual by the Company plus
accrued  interest  (total  $110,078).  This  transaction was made in reliance on
Section  4(2)  of  the  Act.

In  November  2004 we issued warrants to purchase 500,000 shares of common stock
to  four companies as financing expense related to notes payable agreements with
such companies.  The warrants have an exercise price of $.17 and are exercisable
over a five year period.  We valued this transaction at a total of $92,170. This
transaction  was  made  in  reliance  on  Section  4(2)  of  the  Act.

In  December 2004 we issued a warrant to purchase 200,000 shares of common stock
to  one  individual  as  compensation for consulting services he rendered to us.
The warrants have an exercise price of $0.25 and are exercisable over a one year
period.  We  valued  this  transaction at $34,600.  This transaction was made in
reliance  on  Section  4(2)  of  the  Act.

In  December 2004 we issued a warrant to purchase 478,597 shares of common stock
to  one individual as financing expense related to a note payable agreement with
such  individual.  The  warrant has an exercise price of $.23 and is exercisable
over a one year period. We valued this transaction at $76,097.  This transaction
was  made  in  reliance  on  Section  4(2)  of  the  Act.

In  December  2004 we issued warrants to purchase 200,000 shares of common stock
to  four companies as financing expense related to notes payable agreements with
such companies.  The warrants have an exercise price of $.17 and are exercisable
over a five year period.  We valued this transaction at a total of $54,545. This
transaction  was  made  in  reliance  on  Section  4(2)  of  the  Act.

EQUITY COMPENSTION PLAN INFORMATION (as of December 31, 2004)

<TABLE>
<CAPTION>
------------------------------------------------------------------------------------------------------------------
                                                                                          NUMBER OF SECURITIES
                                                                                        REMAINING AVAILABLE FOR
                            NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE EXERCISE      FUTURE ISSUANCE UNDER
                              ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING       EQUITY COMPENSATION PLANS
                               OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND        (EXCLUDING SECURITIES
PLAN CATEGORY                WARRANTS AND RIGHTS. (A)            RIGHTS. (B)          REFLECTED IN 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)                     12,020,815                      $  .71                       None
------------------------------------------------------------------------------------------------------------------
       TOTAL                       12,020,815                      $  .71                       None
------------------------------------------------------------------------------------------------------------------
</TABLE>

1.   Issued 1,750,818 of the above warrants in connection with debt.
2.   Issued  490,000  of  the  above  options  and  warrants as compensation for
     vendors for goods and services.
3.   Issued  816,862  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  7,963,135  of  the  above  options and warrants as compensation for
     directors, executive officers, employees and consultants.


                                       13
<PAGE>
ITEM 6.    MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OR  PLAN  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.

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.

Recently  Issued  Accounting  Pronouncements
--------------------------------------------

In  December  2004 the FASB issued revised SFAS No. 123R, "Share-Based Payment".
SFAS  No.  123R  sets  accounting requirements for "share-based" compensation to
employees  and  requires  companies  to  recognize  in  the income statement the
grant-date fair value of stock options and other equity-based compensation. SFAS
No.  123R  is  effective  in  interim or annual periods beginning after June 15,
2005.  The  Company will be required to adopt SFAS No. 123R in its third quarter
of  fiscal  2005  and  currently  discloses  the effect on net (loss) income and
(loss)  earnings  per share of the fair value recognition provisions of SFAS No.
123,  "Accounting  for  Stock-Based  Compensation".  The  Company  is  currently
evaluating the impact of the adoption of SFAS 123R on its financial position and
results  of  operations,  including  the  valuation  methods and support for the
assumptions that underlie the valuation of the awards.


                                       14
<PAGE>
In  November  2004  the  FASB  issued  SFAS No. 151, "Inventory Costs".  The new
Statement  amends  ARB  No.  43,  Chapter 4, "Inventory Pricing", to clarify the
accounting  for  abnormal  amounts  of  idle facility expense, freight, handling
costs  and  wasted  material.  This  Statement  requires  that  those  items  be
recognized  as  current  period  charges  and  requires that allocation of fixed
production  overheads  to the cost of conversion be based on the normal capacity
of  the  production  facilities.  This  statement  is effective for fiscal years
beginning  after  June 15, 2005.  The adoption of this statement is not expected
to have any impact on our financial condition or results of operations.

In December 2004 the FASB issued SFAS No. 153 "Exchanges of Nonmonetary Assets -
An  Amendment of APB Opinion No. 29".  SFAS No. 153 amends APB Opinion No. 29 to
eliminate  the  exception for nonmonetary exchanges of similar productive assets
and  replaces  it  with  a general exception for exchanges of nonmonetary assets
that  do  not  have  commercial  substance.  SFAS  No.  153  is  to  be  applied
prospectively  for  nonmonetary  exchanges occurring in fiscal periods beginning
after  June 15, 2005.  The Company's adoption of SFAS No. 153 is not expected to
have a material impact on its financial position or results of operations.

OPERATIONS

SCAN,  via  an  exclusive long-term agreement, has partnered with the California
Organization  of Police and Sheriffs (COPS) and the National Coalition of Public
Safety Officers (NCPSO) to deliver the SCAN service. This service is designed to
be the first of its kind that broadcasts alerts from public safety agencies, law
enforcement,  emergency management, schools and hospitals to local community and
neighborhood  residents.  Alerts  such  as Neighborhood Crime, Sexual Predators,
Public Safety Announcements, Weather, Traffic and Amber alerts are sent directly
to  the  computers, mobile phones and PDAs of U.S. citizens who register for the
program,  which was launched in California during December, 2004 and planned for
nationwide  expansion  throughout  2005.

In  June  2004,  SCAN  entered  into  a  professional services contract with SBC
Communications  calling  for SBC to actively market the SCAN service to their 35
million  telephone  customers  in  their  thirteen-state  area  along  with
participating  in  a  marketing  and public relations press tours to promote the
service.  The  SCAN  service  provides  revenue  generation  opportunities  via
corporate  sponsorships,  distribution  of  co-branded  credit  cards,  pre-paid
calling  cards,  security  software  and  other  security-related  products to a
massive  security-conscious  consumer  database.

Reserve  plans  to  deploy  a proprietary and patented filtering technology that
will  convert  non-pipeline  quality natural gas located in contaminated shut-in
wells,  into  saleable  pipeline quality gas. One out of every three natural gas
wells  contains contaminants that make the gas un-marketable. If a well produces
less  than  ten  million  cubic  feet  per  day  it  is generally considered too
expensive  to  purchase  standard filtering equipment. These low producing wells
are  capped and listed as "shut-in wells." There are currently more than 200,000
shut-in  wells  in  the  U.S., containing an estimated 60 trillion cubic feet of
natural  gas  valued  at  over $240 billion. Reserve plans to capture a share of
that  market.

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

RESULTS  OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2004 AND DECEMBER
31,  2003

For  the  fiscal  year  ended December 31, 2004 we had total revenues of $68,000
compared  to  total  revenues  of  $83,000 for the year ended December 31, 2003.
Revenues  during  2004 and 2003 consist entirely of individual HyperCD marketing
jobs  for  one  client.  No major revenue contracts were finalized during either
year.  We  expect  revenue  to increase in 2005 with revenue production from our
new  subsidiary  companies.

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  $310  000  in  2004  and  $206,000  in  2003.

Our  selling, general and administrative expenses were $2,182,000 for the fiscal
year  ended  December  31, 2004 compared to $1,018,000 for the fiscal year ended
December  31,  2003.  The  $1,164,000  increase  in  these


                                       15
<PAGE>
expenditures  between  years  can  be  attributed to additional expenditures for
salaries,  wages,  consulting,  travel  and related expenses directly associated
with  establishing  two  new  subsidiary  companies  during  2004.

Our  interest  expense  totaled $310,000 and $400,000 for the fiscal years ended
December  31,  2004  and 2003, respectively. Interest in 2003 included 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 $-0- and $36,000 for the fiscal years ended
December  31,  2004  and  2003,  respectively.  These  gains  resulted  from the
settlement  of  liabilities  of  the  Company  and  no  opportunities  presented
themselves  to  settle  any  such  debts  in  2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  December  31, 2004, we have an accumulated deficit of $13.5 million. We
have  a  working capital deficit of $5.1 million at December 31, 2004. Operating
losses  and negative cash flows from operations have continued during 2005. As a
result  of  shortfalls  in  anticipated  funding,  we  are delinquent on certain
payroll  tax  deposits  due  the  IRS.  We are also delinquent on payments under
certain  notes  payable  agreements.  We  expect cash flow deficits to continue,
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, 2004, we have no material outstanding purchase commitments and
during  fiscal  years 2004 and 2003, there are no significant elements of income
or  loss  that  do  not  arise from our continuing operations. Further we do not
expect material changes in 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  32.

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

NONE

ITEM  8A.  CONTROLS  AND  PROCEDURES

Under  the  supervision  and with the participation of our management, including
the  Chief  Executive Officer and Principal Financial 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
Principal  Financial  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,  2004 that have
materially affected, or are reasonably likely to materially affect, our internal
controls  over  financial  reporting.

ITEM  8B.  OTHER  INFORMATION

NONE


                                       16
<PAGE>
                                    PART III

ITEM 9.    DIRECTORS  AND  EXECUTIVE  OFFICERS  OF  THE  REGISTRANT.

DIRECTORS,  EXECUTIVE  OFFICERS  AND  OTHER  SIGNIFICANT  EMPLOYEES

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

<TABLE>
<CAPTION>
Name            Age  Position with Company
----            ---  ---------------------
<S>             <C>  <C>
George Sharp     62  President/Chief Executive Officer, Principal Financial Officer
                     (Sharp Holding, Sharp Technology and Reserve Energy)
                     Director, Secretary (Sharp Holding, Sharp Technology, SCAN
                     USA, and Reserve Energy)
Louis Schwartz   58  CEO (SCAN USA Corporation), Senior Vice President of
                     Business Development (Sharp Holding and Sharp Technology)
</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, Principal Financial Officer of;
-------------
Sharp  Holding, Sharp Technology, and Reserve Energy, and Director Secretary of;
Sharp  Holding, Sharp Technology, SCAN USA , and Reserve Energy has acted in the
listed capacities with Sharp Technology, SCAN USA and Reserve Energy since their
inception  in  October  1998 and with Sharp Holding (previously Celebrity) since
December  20,  2000 and with SCAN USA Corporation and Reserve Energy Corporation
since  their  inception  in  2004.  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 and with SCAN
USA Corporation since its inception in 2004.  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.

COMMITTEES OF THE BOARD OF DIRECTORS

As  of  December  31,  2004  the  Company's  Board  of  Directors  had no formal
compensation,  nominating  or  audit  committees.


                                       17
<PAGE>
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.

COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT

Based  solely  upon  a  review  of the forms submitted to the Company during the
fiscal  year  ended  December  31,  2004, we believe that all persons subject to
Section  16(a) of the Exchange Act in connection with their relationship with us
have  complied  on  timely  basis.

CODE  OF  ETHICS

The  Company has adopted a Code of Ethics for its Principal Executive and Senior
Financial  Officers.


                                       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, 2004, 2003 &
2002.

<TABLE>
<CAPTION>
                                        SUMMARY COMPENSATION TABLE

                                    ANNUAL COMPENSATION              L/T  COMPENSATION AWARDS
                                -----------------------------  -----------------------------------
                                                                        AWARDS           PAYOUTS
                                                               ------------------------  -------
                                                      OTHER                 SECURITIES              ALL
                                                      ANNUAL   RESTRICTED   UNDERLYING             OTHER
  NAME & PRINCIPAL                                   COMPEN-      STOCK      OPTIONS/     LTIP    COMPEN-
     POSITION             Year   SALARY     BONUS     SATION     AWARDS        SARS      PAYOUT    SATION
                                  ($)        ($)       ($)         ($)          (#)        ($)      ($)
----------------------------------------------------------------------------------------------------------
<S>                       <C>   <C>       <C>        <C>       <C>          <C>          <C>      <C>

George Sharp, CEO;        2004   270,450     --0--      --0--        --0--        --0--    --0--     --0--
Sharp , Sharp             2003   125,606     --0--      --0--        --0--      100,000    --0--     --0--
Technology, Reserve,      2002     --0--  80,000(1)     --0--        --0--    3,000,000    --0--     --0--
PFO and Director; Sharp,
Sharp Technology,
SCAN, and Reserve.
------------------------  ----  --------  ---------  --------  -----------  -----------  -------  --------
Louis Schwartz, CEO;      2004    89,500     --0--      --0--        --0--        --0--    --0--     --0--
SCAN, Sr. VP; Sharp and   2003    59,500     --0--      --0--        --0--      500,000    --0--     --0--
Sharp Technology.         2002    12,500  24,000(2)     --0--        --0--        --0--    --0--     --0--
----------------------------------------------------------------------------------------------------------
</TABLE>

     (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.

     OPTION/SAR GRANTS IN LAST FISCAL YEAR

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,  2004.  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>
--------------------------------------------------------------------------------------------------
                                 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             --0--        N/A             N/A           N/A   $            -0- / $-0-
----------------  ------------  ------------  --------------  ----------  ------------------------
Louis Schwartz           --0--        N/A             N/A           N/A   $            -0- / $-0-
--------------------------------------------------------------------------------------------------
</TABLE>

     (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.


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

The following table provides information with respect to option exercises in
fiscal 2004 by the Named Executive Officers and the value of such officers'
unexercised options at December 31, 2004:

<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------
                                            NUMBER OF SECURITIES   VALUE OF UNEXERCISED
                                           UNDERLYING UNEXERCISED      IN-THE-MONEY
                    SHARES                    OPTIONS/SARS AT        OPTIONS/SARS AT
NAME & PRINCIPAL   ACQUIRED       VALUE       FISCAL YEAR-END        FISCAL YEAR-END
  POSITION            ON        REALIZED        EXERCISABLE/           EXERCISABLE/
                   EXERCISE                    UNEXERCISABLE          UNEXERCISABLE
---------------------------------------------------------------------------------------
<S>               <C>           <C>        <C>                     <C>
George Sharp               -0-        -0-       3,100,000 / --0--     --0--   /   --0--
---------------------------------------------------------------------------------------
Louis Schwartz             -0-        -0-         506,667 / --0--     --0--   /   --0--
---------------------------------------------------------------------------------------
</TABLE>


LONG-TERM  INCENTIVE  PLANS

NONE

COMPENSATION  OF  DIRECTORS

During  the  year  ended  December  31,  2004 we did not pay any directors fees.
During the year ended 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.  The warrants had an exercise price of $.10 and expire in three years.  We
valued  these  transactions  at  a  total  of  $4,200.  Our policy is to pay the
expenses,  if  any,  of  directors  attending  board  meetings.

EMPLOYMENT  CONTRACTS  AND  CHANGE-IN-CONTROL  ARRANGEMENTS

As of December 31, 2004, we have no employment contracts in place.

ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
RELATED STOCKHOLDER MATTERS

The  following  table  sets forth certain information as of March 23, 2005, 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, 2005 there
were  approximately  32,112,603  shares  of  common  stock  outstanding.

<TABLE>
<CAPTION>
TITLE OF CLASS                       NAME                          NUMBER OF     PERCENT
                                                                    SHARES      OF CLASS
                                                                     OWNED
-----------------------------------------------------------------------------------------
<S>             <C>                                              <C>            <C>

Common Stock    George Sharp, CEO & Director
                13231 Champion Forest Drive, Ste 213             5,624,133 (1)     15.97%
                Houston, TX  77069
-----------------------------------------------------------------------------------------
Common Stock    Louis Schwartz, CEO SCAN USA
                13231 Champion Forest Drive, Ste 213             1,213,919 (2)      3.72%
                Houston, TX  77069
-----------------------------------------------------------------------------------------
Common Stock    All Executive Officers & Directors, as a group
                (2 persons)                                      6,838,052 (3)     19.47%
-----------------------------------------------------------------------------------------
Common Stock    Gilbert Gertner
                1000 Uptown Park Blvd, Ste 232                   2,307,125 (4)      7.11%
                Houston, TX  77056
-----------------------------------------------------------------------------------------
Common Stock    Octopus Media, LLC
                412 Eighth Avenue                                1,737,560 (5)      5.25%
                New York, NY  10001
-----------------------------------------------------------------------------------------
</TABLE>


                                       20
<PAGE>
(1) Includes 1,862,045 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
at an exercise price of $0.10, and 100,000 shares of common stock under a 3-year
warrant granted in December 2003 at an exercise price of $0.10.
(2) Includes 6,667 shares of common stock under a 5-year option granted in
January 2001 at an exercise price of $9.00, and 500,000 shares of common stock
under a 3-year warrant granted in December 2003 at an exercise price of $0.10.
(3) Includes 3,606,667 shares of common stock under option and warrant
agreements.
(4) Includes 333,333 shares of common stock under a warrant agreement with no
stated expiration date.
(5) Includes 1,000,000 shares of common stock under a 5-year warrant granted in
May 2003 at an exercise price of $0.10.

ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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,  2004  and 2003 the respective balance on the note outstanding was
$25,000  and  $90,000.

On  January 1, 2001, the Company entered into a consulting agreement with Marine
Way, Inc., a corporation wholly owned by a stockholder.  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 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
stockholder  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,
2004  and  2003  the  balance  of this note outstanding was $85,259 and $92,725,
respectively,  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 on 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,  2004  and  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, 2004 and 2003 the balance
of the long term portion of this note is $-0- and $26,057, respectively, and the
balance  of  the  current  portion  of  this  note  is  $26,056  and  $48,377,
respectively.

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,  2004  and 2003 the balance on these notes outstanding was $270,000, and the
whole  balance  was  past  due  as  of  December  31,  2004.

On  May  17,  2004,  the  Company  entered  into notes payable agreements with a
director  of a subsidiary and two companies owned by such director in the amount
of  $700,000  bearing  interest  at 8% interest per annum and payable on May 15,
2005.  Such  notes  are  callable  by the Company at any time after 90 days from
issue.  The  notes  are  collateralized  by  2.1 million shares of the Company's


                                       21
<PAGE>
common  stock.  The  holder  of  the  notes  received  1,869,000 REC warrants to
purchase  shares  of the subsidiary's common stock at $.75 per share with a term
of  three  years.  The  Company  allocates  the proceeds received from debt with
detachable  warrants using the relative fair value of the individual elements at
the  time  of  issuance. The amount allocated to the warrants as a debt discount
was  calculated  at  $-0-  due  to the fair value of the warrants being $-0-. At
December 31, 2004, the balance of these notes was $600,000.

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,  2004.


<TABLE>
<CAPTION>
ITEM  13.  EXHIBITS

Exhibit No.  Identification of Exhibit
<S>          <C>
4.1          Incorporated  by  reference to Callable Securities  Purchase  Agreement dated November 30, 2004 by
             and  among the Company and New Millennium Capital Partners II, LLC, AJW Qualified Partners, LLC,
             AJW  Offshore,  Ltd.  and AJW  Partners,  LLC,  previously  filed  in connection with our Form 8-K
             Current Report filed on December 3, 2004, as Exhibit 4.1.

4.2          Incorporated by reference to Callable   Secured   Convertible  Note  in  the  name  of  New
             Millennium  Capital  Partners II, LLC dated  November 30, 2004, previously filed in connection with
             our Form 8-K Current Report filed on December 3, 2004, as Exhibit 4.2.

4.3          Incorporated by reference to Callable Secured Convertible Note in the name of AJW Qualified
             Partners, LLC  dated  November  30,  2004, previously filed in connection with our Form 8-K Current
             Report filed on December 3, 2004, as Exhibit 4.3.

4.4          Incorporated by reference to Callable Secured Convertible Note in the name of AJW Offshore, Ltd.
             dated  November 30, 2004, previously filed in connection with our Form 8-K Current Report filed on
             December 3, 2004, as Exhibit 4.4.

4.5          Incorporated by reference to Callable Secured Convertible Note in the name of AJW Partners, LLC
             dated November 30, 2004, previously filed in connection with our Form 8-K Current Report filed on
             December 3, 2004, as Exhibit 4.5.

4.6          Incorporated by reference to Stock Purchase  Warrant in the name of New Millennium  Capital
             Partners II, LLC dated  November  30, 2004, previously filed in connection with our Form 8-K
             Current Report filed on December 3, 2004, as Exhibit 4.6.

4.7          Incorporated by reference to Stock Purchase Warrant in the name of AJW Qualified  Partners, LLC
             dated November 30, 2004, previously filed in connection with our Form 8-K Current Report filed on
             December 3, 2004, as Exhibit 4.7.

4.8          Incorporated by reference to Stock Purchase Warrant in the name of AJW Offshore, Ltd. Dated
             November  30, 2004, previously filed in connection with our Form 8-K Current Report filed on
             December 3, 2004, as Exhibit 4.8.

4.9          Incorporated by reference to Stock Purchase Warrant in the name of AJW Partners,  LLC dated
             November  30,  2004, previously filed in connection with our Form 8-K Current Report filed on
             December 3, 2004, as Exhibit 4.9.

4.10         Incorporated by reference to Registration  Rights  Agreement dated November 30, 2004 by and
             among the Company and New Millennium Capital Partners II, LLC, AJW  Qualified  Partners,  LLC,
             AJW Offshore,  Ltd.  and AJW Partners,  LLC, previously filed in connection with our Form 8-K
             Current Report filed on December 3, 2004, as Exhibit 4.10.


                                       22
<PAGE>
4.11         Incorporated by reference to Security  Agreement  dated  November 30, 2004 by and among the Company
             and New  Millennium  Capital  Partners  II,  LLC,  AJW Qualified Partners,  LLC, AJW Offshore, Ltd. and
             AJW Partners, previously filed in connection with our Form 8-K Current Report filed on December 3, 2004,
             as Exhibit 4.11.

4.12         Incorporated by reference to Intellectual  Property  Security  Agreement dated November 30, 2004 by and
             among  the  Company  and New  Millennium  Capital Partners II, LLC, AJW Qualified  Partners,  LLC,
             AJW Offshore, Ltd. and AJW Partners,  LLC, previously filed in connection with our Form 8-K Current
             Report filed on December 3, 2004, as Exhibit 4.12.

4.13         Incorporated by reference to Guaranty and Pledge  Agreement  dated November 30, 2004 by and among the
             Company,  George Sharp and New  Millennium  Capital Partners II, LLC, AJW Qualified  Partners,
             LLC, AJW Offshore, Ltd. and AJW Partners,  LLC, previously filed in connection with our Form 8-K
             Current Report filed on December 3, 2004, as Exhibit 4.13.

4.14         Incorporated by reference to Callable Secured Convertible Note in the name of New Millennium Capital
             Partners II, LLC dated December 30, 2004, previously filed in connection with our Form 8-K Current
             Report filed on January 3, 2005, as Exhibit 4.14.

4.15         Incorporated by reference to Callable Secured Convertible Note in the name of AJW Qualified Partners,
             LLC  dated  December  30,  2004, previously filed in connection with our Form 8-K Current Report filed
             on January 3, 2005, as Exhibit 4.15.

4.16         Incorporated by reference to Callable Secured Convertible Note in the name of AJW Offshore, Ltd.  Dated
             December 30, 2004, previously filed in connection with our Form 8-K Current Report filed on January 3,
             2005, as Exhibit 4.16.

4.17         Incorporated by reference to Callable Secured Convertible Note in the name of AJW Partners, LLC dated
             December 30, 2004, previously filed in connection with our Form 8-K Current Report filed on January 3,
             2005, as Exhibit 4.17.

4.18         Incorporated by reference to Stock Purchase  Warrant in the name of New Millennium  Capital Partners  II,
             LLC dated  December  30, 2004, previously filed in connection with our Form 8-K Current Report filed on
             January 3, 2005, as Exhibit 4.18.

4.19         Incorporated by reference to Stock Purchase Warrant in the name of AJW Qualified  Partners, LLC dated
             December 30, 2004, previously filed in connection with our Form 8-K Current Report filed on January 3,
             2005, as Exhibit 4.19.

4.20         Incorporated by reference to Stock Purchase Warrant in the name of AJW Offshore, Ltd. dated December
             30,  2004, previously filed in connection with our Form 8-K Current Report filed on January 3, 2005, as
             Exhibit 4.20.

4.21         Incorporated by reference to Stock Purchase Warrant in the name of AJW Partners,  LLC dated December
             30,  2004, previously filed in connection with our Form 8-K Current Report filed on January 3, 2005, as
             Exhibit 4.21.

4.22         Incorporated by reference to Callable   Secured   Convertible  Note  in  the  name  of  New Millennium
             Capital Partners II, LLC dated January 19, 2005, previously filed in connection our form 8-K Current Report
             filed on January 25, 2005, as Exhibit 4.22.

4.23         Incorporated by reference to Callable Secured Convertible Note in the name of AJW Qualified Partners, LLC
             dated January 19, 2005, previously filed in connection our form 8-K Current Report filed on January 25,
             2005, as Exhibit 4.23.


                                       23
<PAGE>
4.24         Incorporated by reference to Callable Secured Convertible Note in the name of AJW Offshore, Ltd. dated
             January 19, 2005, previously filed in connection our form 8-K Current Report filed on January 25, 2005, as
             Exhibit 4.24.

4.25         Incorporated by reference to Callable Secured Convertible Note in the name of AJW Partners, LLC dated
             January 19, 2005, previously filed in connection our form 8-K Current Report filed on January 25, 2005, as
             Exhibit 4.25.

4.26         Incorporated by reference to Stock Purchase  Warrant in the name of New Millennium  Capital Partners II,
             LLC dated January 19, 2005, previously filed in connection our form 8-K Current Report filed on January 25,
             2005, as Exhibit 4.26.

4.27         Incorporated by reference to Stock Purchase Warrant in the name of AJW Qualified  Partners, LLC dated
             January 19, 2005, previously filed in connection our form 8-K Current Report filed on January 25, 2005, as
             Exhibit 4.27.

4.28         Incorporated by reference to Stock Purchase Warrant in the name of AJW Offshore, Ltd. dated January 19,
             2005, previously filed in connection our form 8-K Current Report filed on January 25, 2005, as Exhibit 4.28.

4.29         Incorporated by reference to Stock Purchase Warrant in the name of AJW Partners, LLC dated January 19,
             2005, previously filed in connection our form 8-K Current Report filed on January 25, 2005, as Exhibit 4.29.

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

10.4         Incorporated by reference to Code of Ethics, previously filed in connection with our Form 10-KSB filed
             April 15, 2004, as Exhibit 14.1

10.5         Incorporated by reference to Director resignation letter from Mr. Gilbert Gertner dated November 20, 2003,
             previously filed in connection with our Form 10-KSB filed April 15, 2004, as Exhibit 17.0.

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
</TABLE>


                                       24
<PAGE>
ITEM 14.   PRINCIPAL  ACCOUNTANT  FEES  AND  SERVICES

Our  independent  accountants,  Ham,  Langston  &  Brezina,  L.L.P.,  billed  an
aggregate  of  $36,298  for  the  2004  year  and  $30,214 for the 2003 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.


                                       25
<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,  2005.

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, 2005
George Sharp, Chairman of the Board of Directors


                                       26
<PAGE>




                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
                                   __________


                        CONSOLIDATED FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                 FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003


                                       27
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
                                TABLE OF CONTENTS
                                  ------------


                                                                PAGE
                                                                ----

Report of Independent Accountants                                 29

Consolidated Financial Statements:

  Consolidated Balance Sheet as of December 31,
    2004 and 2003                                                 30

  Consolidated Statement of Operations for the
    years ended December 31, 2004 and 2003                        31

  Consolidated Statement of Stockholders' Deficit
    for the years ended December 31, 2004 and 2003                32

  Consolidated Statement of Cash Flows for the years
    ended December 31, 2004 and 2003                              33

Notes to Consolidated Financial Statements                        34


                                     - 28 -
<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


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, 2004 and 2003, 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 the standards of the Public Company
Accounting  Oversight  Board  (United  States).  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, 2004 and 2003, 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  continuing operations that totaled $2,734,361 and $1,505,330 for the years
ended  December  31,  2004  and  2003, respectively. These recurring losses have
produced an accumulated deficit of $13,530,549, and a working capital deficit of
$5,077,988 as of December 31, 2004. 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, 2004. 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,
2004. The Company may continue to experience negative cash flows from operations
as  it  pursues  its  business  strategy,  which  would  necessitate  additional
financing.  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, 2005


                                     - 29 -
<PAGE>
<TABLE>
<CAPTION>
                           SHARP HOLDING CORPORATION AND SUBSIDIARIES
                                   CONSOLIDATED BALANCE SHEETS
                                   DECEMBER 31, 2004 AND 2003
                                           __________


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

ASSETS
------

Current assets:
  Cash and cash equivalents                                         $     35,074   $      7,479
  Notes receivable                                                             -         17,000
  Other current assets                                                    42,700              -
                                                                    -------------  -------------

    Total current assets                                                  77,774         24,479

Property and equipment, net                                               56,348          5,063

Deferred technology license, net                                         180,955        308,695

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

    Total assets                                                    $    331,229   $    338,825
                                                                    =============  =============


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

Current liabilities:
  Accounts payable                                                  $    657,400   $    565,485
  Accrued payroll taxes                                                  322,253        322,253
  Accrued payroll and contract labor                                     635,897        604,881
  Other accrued liabilities                                              778,568        616,632
  Notes payable to related parties                                     1,006,315        501,102
  Notes payable                                                        1,530,844        950,844
  Deferred revenue                                                       224,485         30,000
                                                                    -------------  -------------

    Total current liabilities                                          5,155,762      3,591,197

Long term notes payable to related parties                                     -         26,057

Long term notes payable                                                   68,222              -
                                                                    -------------  -------------

    Total liabilities                                                  5,223,984      3,617,254

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock, $.001 par value, 80,000,000 shares authorized,            27,076         25,489
   27,075,452 shares and 25,488,448 shares issued and outstanding,
   respectively
  Additional paid-in capital                                           8,610,718      7,492,270
  Accumulated deficit                                                (13,530,549)   (10,796,188)
                                                                    -------------  -------------

    Total stockholders' equity (deficit)                              (4,892,755)    (3,278,429)
                                                                    -------------  -------------

      Total liabilities and stockholders' equity (deficit)          $    331,229   $    338,825
                                                                    =============  =============
</TABLE>

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


                                     - 30 -
<PAGE>
<TABLE>
<CAPTION>
                       SHARP HOLDING CORPORATION AND SUBSIDIARIES
                         CONSOLIDATED STATEMENTS OF OPERATIONS
                     FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                       __________

                                                                 2004          2003
                                                             ------------  ------------
<S>                                                          <C>           <C>
Services and other revenues                                  $    67,779   $    82,675
                                                             ------------  ------------

Operating expenses:
  Cost of sales and services                                     309,757       205,725
  Selling, general and administrative                          2,182,393     1,017,892
                                                             ------------  ------------

    Total operating expenses                                   2,492,150     1,223,617
                                                             ------------  ------------

      Loss from operations                                    (2,424,371)   (1,140,942)

Interest expense                                                (309,990)     (400,153)

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

      Net loss, continuing operations                         (2,734,361)   (1,505,330)

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

Net loss                                                     $(2,734,361)  $(1,526,319)
                                                             ============  ============

Basic and diluted net loss per share                         $     (0.11)  $     (0.07)
                                                             ============  ============

Weighted average shares used in computing basic and diluted
  net loss per share                                          26,010,879    22,376,541
                                                             ============  ============
</TABLE>

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


                                     - 31 -
<PAGE>
<TABLE>
<CAPTION>
                                     SHARP HOLDING CORPORATION AND SUBSIDIARIES
                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                                   FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                                       __________


                                                                                                           TOTAL
                                                                          ADDITIONAL                    STOCKHOLDERS'
                                                  COMMON STOCK             PAID-IN      ACCUMULATED       EQUITY
                                             SHARES          VALUE         CAPITAL        DEFICIT        (DEFICIT)
                                         --------------  -------------  -------------  -------------  ---------------
<S>                                      <C>             <C>            <C>            <C>            <C>
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

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

Issuance of common stock upon
  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)

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

Issuance of common stock and
  warrants as compensation to
  consultants                                  606,000            606        241,694              -          242,300

Issuance of common stock on
  exercise of warrants                         172,407            172         10,552              -           10,724

Issuance of common stock and
  warrants in settlement of debt               478,597            479        185,696              -          186,175

Issuance of warrants in conjunction
  with notes payable agreements                      -              -        146,715              -          146,715

Effect of beneficial conversion feature              -              -        504,121              -          504,121

Net loss                                             -            - _              -     (2,734,361)      (2,734,361)
                                         --------------  -------------  -------------  -------------  ---------------

Balance December 31, 2004                   27,075,452   $     27,076   $  8,610,718   $(13,530,549)  $   (4,892,755)
                                         ==============  =============  =============  =============  ===============

                        The accompanying notes are an integral part of these consolidated financial
                                                          statements.
</TABLE>


                                     - 32 -
<PAGE>
<TABLE>
<CAPTION>
                         SHARP HOLDING CORPORATION AND SUBSIDIARIES
                            CONSOLIDATED STATEMENTS OF CASH FLOWS
                       FOR THE YEARS ENDED DECEMBER 31, 2004 AND 2003
                                         __________


                                                                      2004          2003
                                                                  ------------  ------------
<S>                                                               <C>           <C>
Cash flows from operating activities:
  Net loss                                                        $(2,734,361)  $(1,526,319)
  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)
      Reduction of note receivable in lieu of compensation             17,000             -
      Stock-based consideration for services and financing costs      318,397       236,430
      Amortization of debt discount                                    19,058             -
      Depreciation and amortization                                   138,621       101,356
      Amortization of debt discount                                         -        30,500
      Changes in operating assets and liabilities-
        Decrease in accounts receivable                                     -           661
        Increase in other current assets                              (42,700)            -
        Increase in other assets                                      (15,564)          (38)
        Increase in accounts payable and accrued liabilities          764,944       706,861
        Increase in deferred revenue                                  194,485        30,000
                                                                  ------------  ------------

          Net cash used in continuing operations                   (1,340,120)     (435,325)
          Net cash provided by discontinued operations                      -         3,801
                                                                  ------------  ------------

          Net cash used in operating activities                    (1,340,120)     (431,524)
                                                                  ------------  ------------

Cash flows from investing activities:
  Purchases of property and equipment                                 (62,166)            -
  Repayment of note receivable                                              -       140,250
                                                                  ------------  ------------

          Net cash provided by (used in) investing activities         (62,166)      140,250
                                                                  ------------  ------------

Cash flows from financing activities:
  Proceeds from issuance of stock and exercise of warrants             30,724         5,125
  Proceeds from borrowings                                          1,820,000       380,500
  Repayment of borrowings                                            (420,843)     (100,190)
                                                                  ------------  ------------

          Net cash provided by financing activities                 1,429,881       285,435
                                                                  ------------  ------------

Net increase (decrease) in cash and cash equivalents                   27,595        (5,839)

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

Cash and cash equivalents at end of period                        $    35,074   $     7,479
                                                                  ============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                          $    32,264   $    18,341
                                                                  ============  ============

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

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


                                     - 33 -
<PAGE>
                   SHARP HOLDING CORPORATION AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________


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

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

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


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

     The  Company  has  suffered  recurring  losses  from  continuing operations
     of  $(2,734,361) and $(1,505,330) for the years ended December 31, 2004 and
     2003,  respectively.  These  recurring  losses have produced an accumulated
     deficit  of $(13,530,549), and a working capital deficit of $(5,077,988) as
     of  December  31,  2004.  Operating  losses  and  negative  cash  flow have
     continued  during  2005.  As a result of shortfalls in anticipated funding,
     the  Company is delinquent on certain payroll tax deposits due the IRS. The
     Company  expects  cash  flow deficits will continue, which will necessitate
     additional financing. There can be no assurances that future debt or equity
     funding  will  be available or have terms the Company will find acceptable.
     These  events  raise  a  substantial  doubt  as to the Company's ability to
     continue as a going concern.


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

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

     The  consolidated  financial  statements  include  the  accounts  of  the
     Parent  Company  and its subsidiaries which are 100% owned. 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.


                                     - 34 -
<PAGE>
     CONCENTRATION  OF  CREDIT  RISK  AND  SIGNIFICANT  CUSTOMER
     -----------------------------------------------------------

     During  the  year  ended  December  31,  2004,  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.

     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.

     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, 2004 and 2003, there has been no
     adjustment to the carrying value of the Company's long-lived assets.

     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.


                                     - 35 -
<PAGE>
     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.

     No  stock  options  or  warrants  were  granted  to  employees  in  2004 or
     2003.  Therefore, net loss and proforma net loss under SFAS No. 123 are the
     same for the years ended December 31, 2004 and 2003.

     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 10 for outstanding options.

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

     In  December  2004  the  FASB  issued  revised  SFAS No. 123R, "Share-Based
     Payment".  SFAS  No.  123R  sets  accounting requirements for "share-based"
     compensation to employees and requires companies to recognize in the income
     statement the grant-date fair value of stock options and other equity-based
     compensation.  SFAS  No.  123R  is  effective  in interim or annual periods
     beginning  after  June 15, 2005. The Company will be required to adopt SFAS
     No.  123R  in  its third quarter of fiscal 2005 and currently discloses the
     effect on net (loss) income and (loss) earnings per share of the fair value
     recognition  provisions  of  SFAS  No.  123,  "Accounting  for  Stock-Based
     Compensation".  The  Company  is  currently  evaluating  the  impact of the
     adoption  of SFAS 123R on its financial position and results of operations,
     including  the  valuation  methods  and  support  for  the assumptions that
     underlie the valuation of the awards.

     In  November  2004  the  FASB  issued  SFAS No. 151, "Inventory Costs". The
     new Statement amends ARB No. 43, Chapter 4, "Inventory Pricing", to clarify
     the  accounting  for  abnormal  amounts  of idle facility expense, freight,
     handling  costs  and  wasted  material.  This Statement requires that those
     items  be recognized as current period charges and requires that allocation
     of  fixed  production  overheads  to the cost of conversion be based on the
     normal  capacity  of the production facilities. This statement is effective
     for  fiscal  years  beginning  after  June  15,  2005. The adoption of this
     statement  is not expected to have any impact on our financial condition or
     results of operations.

     In  December  2004  the  FASB  issued  SFAS  No.  153  "Exchanges  of
     Nonmonetary  Assets  -  An  Amendment  of APB Opinion No. 29". SFAS No. 153
     amends  APB  Opinion  No.  29  to  eliminate  the exception for nonmonetary
     exchanges  of  similar  productive  assets  and  replaces it with a general
     exception  for  exchanges of nonmonetary assets that do not have commercial
     substance.  SFAS  No.  153  is  to be applied prospectively for nonmonetary
     exchanges  occurring  in  fiscal periods beginning after June 15, 2005. The
     Company's  adoption  of  SFAS  No.  153  is not expected to have a material
     impact on its financial position or results of operations.


                                     - 36 -
<PAGE>
4.   PROPERTY AND EQUIPMENT
     ----------------------

     Property and equipment consist of the following:

<TABLE>
<CAPTION>
                                        USEFUL LIVES      DECEMBER 31
                                          IN YEARS      2004       2003
                                         ----------  ----------  ---------
<S>                                      <C>         <C>         <C>
     Computer equipment                          3   $ 136,157   $ 79,664
     Furniture and fixtures                      5     106,008    106,008
     Leasehold improvements                      1       5,673          -
                                                     ----------  ---------
                                                       247,838    185,672
     Less accumulated depreciation                    (191,490)  (180,609)
                                                     ----------  ---------

       Property and equipment, net                   $  56,348  $   5,063
                                                    ==========  ==========
</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:

<TABLE>
<CAPTION>
<S>                          <C>
     Equipment                $ 35,000
     Patents and trademarks    571,000
     Accounts Payable         (130,800)
                             ----------

       Total purchase price  $ 475,200
                             ==========
</TABLE>

     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.

     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.


                                     - 37 -
<PAGE>
6.   TECHNOLOGY AND INTERNET APPLICATION AGREEMENTS
     ----------------------------------------------

     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, 2004 is
     $202,255.


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

     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, 2004 and 2003 the respective balance
     on the note outstanding was $25,000 and $90,000.

     On  January  1,  2001,  the  Company  entered  into  a consulting agreement
     with  Marine  Way,  Inc., a corporation wholly owned by a stockholder. 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 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 stockholder 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, 2004 and 2003 the
     balance of this note outstanding was $85,259 and $92,725, respectively, 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 on 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, 2004 and 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, 2004 and
     2003 the balance of the long-term portion of this note is $-0- and $26,057,
     respectively,  and  the  balance  of  the  current  portion of this note is
     $26,056 and $48,377, respectively.

     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, 2004 and 2003 the balance on these notes
     outstanding was $270,000, and the whole balance was past due as of December
     31, 2004.

     On  May  17,  2004,  the  Company  entered  into  notes  payable agreements
     with a director of a subsidiary and two companies owned by such director in
     the  amount  of  $700,000  bearing  interest  at  8% interest per annum and
     payable on May 15, 2005. Such notes are callable by the Company at any time
     after  90  days  from  issue.  The  notes are collateralized by 2.1 million
     shares  of  the  Company's  common  stock. The holder of the notes received
     1,869,000  REC warrants to purchase shares of the subsidiary's common stock


                                     - 38 -
<PAGE>
     at  $.75  per  share  with a term of three years. The Company allocates the
     proceeds  received  from  debt  with detachable warrants using the relative
     fair  value  of the individual elements at the time of issuance. The amount
     allocated  to the warrants as a debt discount was calculated at $-0- due to
     the  fair  value  of  the  warrants  being  $-0-. At December 31, 2004, the
     balance of these notes was $600,000.

     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, 2004 and
     2003.


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

     Notes payable to related parties are included in related-party transactions
     Footnote  7.  Other notes payable outstanding at December 31, 2004 and 2003
     consist  of  the  following:

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

     Note payable to an individual (See Note 12)                         465,000   465,000

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

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

     Notes payable to one company and one individual,
       bearing interest of 6%, payable  in May and July 2005,
       collateralized by 630,000 shares of the Company's
       common stock                                                      210,000         -

     Callable convertible secured notes payable to four companies,
       bearing interest of 8%, payable in November and December
       2006, collateralized by substantially all assets and
       intellectual property as well as registration rights, net of
       debt discount of $631,778                                          68,222         -

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

                                                                      $1,599,066  $950,844
                                                                      ==========  ========
</TABLE>

     The  Company  is  in  default  on  $705,844  of  the  total  notes  payable
     balance as a result of being past due on payments as of December 31, 2004.

     On  November  30,  2004  and  December  30,  2004, the Company entered into
     agreements to issue convertible promissory notes and warrants to purchase a
     total of 700,000 shares of the Company's common stock in exchange for gross
     proceeds  of $700,000. The notes are for a term of two years, bear interest
     at  8% per annum, require monthly interest payments, and are collateralized
     by   substantially   all  assets  and  intellectual  property  as  well  as
     registration  rights  of the Company. The holder of the note has the option
     to  convert  the  note at any time after the issuance date of the note. The
     note  is convertible at the lesser of $.21 or 65% multiplied by the average
     of  the  lowest three trading prices for the common stock during the twenty
     trading  day period ending one trading day prior to the date the conversion


                                     - 39 -
<PAGE>
     notice  is  sent  by  the  holder  to the Company. The notes are secured by
     accounts receivable, general intangibles, contracts, and contract rights of
     the Company.

     In  accordance  with  generally  accepted  accounting  principles,  in  the
     event  the  conversion  price is less than the Company's stock price on the
     date  of  issuance,  the  difference  is  considered  to  be  a  beneficial
     conversion feature and is amortized as additional interest expense over the
     period  from  the  date  of  issuance  to the stated redemption date of the
     notes.  The  Company  has  calculated  the beneficial conversion feature of
     these  notes  to  be $504,121. During the year ended December 31, 2004, the
     Company  recognized $15,143 in interest expense related to the amortization
     of  the  beneficial  conversion  feature  recorded  on  these  convertible
     promissory notes.

     Subsequent  to  December  31,  2004,  four  individual  holders  of  these
     convertible  promissory  notes  elected  to convert $527,550 of these notes
     pursuant  to  the  original  terms  of conversion and were issued 6,676,420
     shares of common stock.

     The  warrants  entitle  the  holders  to  purchase  700,000  shares  of the
     Company's  common  stock  at $0.17 per share and expire five years from the
     date  of issuance. The Company allocates the proceeds received from debt or
     convertible  debt with detachable warrants using the relative fair value of
     the  individual  elements  at the time of issuance. The amount allocated to
     the  warrants  as  a  debt  discount was calculated at $146,715 and will be
     recognized  as  interest expense over the period until the notes mature. In
     the  event  the debt is settled prior to the maturity date, an expense will
     be  recognized  based on the difference between the carrying amount and the
     amount of the payment. During the year ended December 31, 2004, the Company
     recognized  $3,915 in interest expense related to the accretion of the debt
     discount associated with the warrants.


9.   INCOME TAXES
     ------------

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

<TABLE>
<CAPTION>
                                                 DECEMBER 31,
                                              2004          2003
                                          ------------  ------------
<S>                                       <C>           <C>
     Net operating loss carryforwards     $ 3,487,773   $ 2,824,626
     Technology license                        23,290        23,290
     Accrued expenses not yet deductible      370,965       307,587
     Contributions carryforward                 2,074         2,074
     Property and equipment                    (3,690)      (10,317)
                                          ------------  ------------

         Total deferred tax assets          3,880,412     3,147,260

     Less valuation allowance              (3,880,412)   (3,147,260)
                                          ------------  ------------

           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, 2004 and 2003 is as follows:

<TABLE>
<CAPTION>
                                              2004                 2003
                                      --------------------  --------------------
                                        AMOUNT    PERCENT     AMOUNT    PERCENT
                                      ----------  --------  ----------  --------
<S>                                   <C>         <C>       <C>         <C>
     Benefit for income tax at
       federal statutory rate         $(929,683)   (34.0%)  $(518,948)   (34.0%)
     Non-deductible expenses            221,958       8.0      13,474      0.9
     Other                              (25,427)     (0.8)      8,293      0.5
     Increase in valuation allowance    733,152      26.8     497,181     32.6
                                      ----------  --------  ----------  --------

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


                                     - 40 -
<PAGE>
     As  of  December  31,  2004,  the  Company has generated net operating loss
     (NOL)  carryforwards  of  approximately  $10.3  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, 2004 and 2003.

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

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

     The  Company's  certificate of incorporation 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,  2004.

     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.

     A  summary of the Company's stock options as of December 31, 2004 and 2003,
     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, 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

     Options granted                 -             -

     Options expired            (6,667)       (6,667)  $       5.10  $ 5.10
                             ----------  ------------

     Options outstanding at
       December 31, 2004     3,156,469     3,156,469   $0.10-$15.00  $ 0.39
                             ==========  ============
</TABLE>

     The  following  table  summarizes  information  about  stock  options
     outstanding and exercisable at December 31, 2004:

<TABLE>
<CAPTION>
                                    WEIGHTED
                   OUTSTANDING       AVERAGE      WEIGHTED
     RANGE OF         AS OF         REMAINING      AVERAGE
     EXERCISE      DECEMBER 31,    CONTRACTUAL    EXERCISE
     PRICES            2004      LIFE (IN YEARS)    PRICE
     ------------  ------------  ---------------  ---------
<S>                <C>           <C>              <C>

     $5.10-$15.00       156,469              1.1  $    6.00

     $0.10            3,000,000              2.9  $    0.10
                    -----------

     $0.10-$15.00     3,156,469              2.8  $    0.39
                    ===========
</TABLE>


                                     - 41 -
<PAGE>
     A  summary  of  the  Company's  warrants  as  of December 31, 2004 and 2003
     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, 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

     Warrants issued          1,378,597     1,378,597   $0.17-$0.25  $    0.20

     Warrants exercised        (283,138)     (283,138)  $0.01-$0.10  $    0.04

     Warrants expired           (36,111)      (36,111)  $1.00-$5.10  $    2.26
                              ----------  ------------

     Warrants outstanding at
       December 31, 2004      8,864,346     8,864,346   $0.01-$6.00  $    0.75
                              ==========  ============
</TABLE>

     The  following  table  summarizes  information  about  stock  warrants
     outstanding and exercisable at December 31, 2004:

<TABLE>
<CAPTION>
                    WEIGHTED
                  OUTSTANDING       AVERAGE       WEIGHTED
     RANGE OF        AS OF         REMAINING       AVERAGE
     EXERCISE     DECEMBER 31,    CONTRACTUAL     EXERCISE
     PRICES           2004      LIFE (IN YEARS)     PRICE
     -----------  ------------  ----------------  ---------
<S>               <C>           <C>               <C>
     $0.01-$0.25     7,005,459               2.4  $    0.11
     $0.50-$1.00       700,000               3.0  $    0.82
     $3.00-$6.00     1,158,887               3.0  $    4.62
                  ------------

                    8,864,346               2.5  $    0.75
                  ============
</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, 2004 and 2003:

<TABLE>
<CAPTION>
                                 DECEMBER 31,
                               2004     2003
                            ---------  -------
<S>                         <C>        <C>
      Dividend yield             -0-%     -0-%
      Expected volatility        200%      30%
      Risk free interest           5%       5%
      Expected lives           Actual   Actual
</TABLE>


                                     - 42 -
<PAGE>

     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.

     During the year ended December 31, 2004, the Company recorded approximately
     $110,697  at  the  fair  value  of the warrants granted in compensation and
     finance  costs   for  warrants   issued  in  2004.   The  Company  recorded
     approximately  $163,830  at  the  fair  value  of  the  warrants granted in
     compensation, interest and consideration in the purchase and sale of assets
     during  the  year  ended  December  31, 2003 relating to warrants issued in
     2003.  The fair values were estimated by management using the Black-Scholes
     pricing  model.


11.  SEGMENT REPORTING
     -----------------

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

     The  segments'  accounting  policies  are  the  same  as those described in
     Note  3  above. Transactions between reportable segments are reported gross
     in segment reporting and are eliminated in consolidation.

     The  following  represents  selected  segment  information  for  the  year
     ended December 31, 2004:

<TABLE>
<CAPTION>
                                          OTHER
                                        TECHNOLOGY    RESERVE       SCAN        TOTALS
                                       ------------  ----------  ----------  ------------
<S>                                    <C>           <C>         <C>         <C>
     Revenues from external customers  $    67,779   $       -   $       -   $    67,779
     Segment loss                         (172,085)   (556,315)   (902,786)   (1,631,186)
     Segment assets                        182,920      56,206      30,052       269,178
</TABLE>

     The  following  represents  selected  segment  information  for  the  year
     ended December 31, 2003:

<TABLE>
<CAPTION>
                                          OTHER
                                        TECHNOLOGY   RESERVE   SCAN     TOTALS
                                       ------------  --------  -----  ----------
<S>                                    <C>           <C>       <C>    <C>
     Revenues from external customers  $    82,675   $      -  $   -  $  82,675
     Segment loss                         (275,908)         -      -   (275,908)
     Segment assets                        331,103          -      -    331,103
</TABLE>

     The  following  represents  reconciliations  from  segment  totals  to  the
     totals  reflected  in consolidated financial statements for the years ended
     December 31, 2004 and 2003:


                                     - 43 -
<PAGE>
<TABLE>
<CAPTION>
                                                               2004          2003
                                                           ------------  ------------
<S>                                                        <C>           <C>
PROFIT OR LOSS
--------------
Total loss for reportable segments                         $(1,631,186)  $  (275,908)
Corporate interest expense                                    (259,478)     (275,153)
Intercompany management fees                                    55,000             -
Gain on settlement of corporate payables                             -        35,765
Unallocated corporate general and administrative expenses     (898,697)   (1,011,023)
                                                           ------------  ------------

           Loss before income taxes                        $(2,734,361)  $(1,526,319)
                                                           ============  ============


ASSETS
------
Total assets for reportable segments                       $   269,178   $   331,103
Assets held by corporate:
    Cash                                                        20,763         7,134
    Other current assets                                        40,700             -
    Other assets                                                   588           588
                                                           ------------  ------------

           Total consolidated assets                       $   331,229   $   338,825
                                                           ============  ============
</TABLE>


12.  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,  2004  and  2003 was $48,421 and $23,218, respectively. At December 31,
     2004  future  minimum  lease payments under non-cancelable operating leases
     are $66,760 in 2005, $79,281 in 2006, and $58,417 in 2007.

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

     At  December  31,  2004,  the  Company  was  delinquent  on  approximately
     $322,000  in  payroll  tax deposits. The Company is subject to interest and
     penalties for making payroll tax deposits with the Internal Revenue Service
     after  the  due  date.  The  Company  has  accrued  estimated  interest and
     penalties  through  December  31,  2004.  Management  believes  additional
     interest  and  penalties,  if  any  are levied, will not be material to the
     Company's financial position or results of operations.

     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  the  Company's  subsidiary, Sharp
     Technology,  Inc. and the Company's 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  the Company 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,  2004  and  is reflected in notes payable in the
     accompanying Consolidated Balance Sheet.


                                     - 44 -
     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.


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

     During  2004  and  2003,  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.

     In  December  2004,  the  Company  converted  $108,000 in notes payable and
     accrued interest of $2,078 to common stock.

     In  December  2004,  notes  payable  to  related  parties  was  reduced  by
     $10,000  as payment for the exercise of warrants to purchase 100,000 shares
     of common stock.

     During  2004,  the  Company  converted  $478,000  in  accrued  expenses  to
     notes payable.


14.  SUBSEQUENT  EVENTS
     ------------------

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


                                     - 45 -
<PAGE>
     In  connection  with  that  same  development  and distribution partnership
     agreement with Qwest, the Company engaged the software development services
     of  the  Navi-Gates  Corporation,  a company controlled by our former chief
     financial officer. As part of its compensation, Navi-Gates was to receive a
     royalty  on  each unit of software sold by Qwest and the Company under this
     agreement.  On  May  15,  2002  petition  number  2002-24598,  "Navi-Gates
     Corporation  vs.  Sharp Technology, Inc. and Qwest Communications, Inc., et
     al  "  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.

     In  June  2004  the  above  legal  matters  between  Sharp  Technology  and
     Qwest  and  Navi-Gates were scheduled for an arbitration hearing to be held
     at  the  Houston,  Texas offices of the American Arbitration Association in
     February  2005.  On  January  26,  2005  the  matters  were resolved to all
     parties' satisfaction with no additional expense to the Company.


                                     - 46 -