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, 2001

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

                         Commission file number 0-28829

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

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

             13135 CHAMPIONS DRIVE, SUITE 100, HOUSTON, TEXAS  77069
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              (Address of Principal Executive Offices)   (Zip Code)

                                 (713) 960-9100
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                (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, 2001 were $1,501,004. The
aggregate  value  of  Common  Stock  held by non-affiliates of the registrant at
March  15,  2002  based  upon  the  last  reported  sales prices on the National
Association  of  Securities  Dealers OTC Bulletin Board was $2,610,942. At March
15,  2002,  there  were  10,216,448  shares  of  Common  Stock  outstanding.


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                                TABLE OF CONTENTS


                                     PART I

Item  1.   Description  of  Business

Item  2.   Description  of  Property

Item  3.   Legal  Proceedings

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


                                     PART II

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

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

Item  7.   Financial  Statements

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


                                    PART III

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

Item  10.  Executive  Compensation

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners
           And  Management

Item  12.  Certain  Relationships  and  Related  Transactions

Item  13.  Exhibits  and  Reports  on  Form  8-K


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                                     PART I

ITEM 1.   DESCRIPTION  OF  BUSINESS


THE  COMPANY

Sharp Holding Corporation, a Delaware corporation together with its wholly-owned
subsidiary,  Sharp  Technology,  Inc. (Sharp Technology), a Delaware corporation
(the  "Company",  "Sharp" or "we"), is a developer of software products that are
utilized  to  provide  marketing  solutions for Fortune 500 companies. We expect
that  large  corporations  will  distribute  our  software  products  as premium
components  in their strategic marketing campaigns, usually mailed and delivered
as  CD ROMs, to acquire new customers and motivate, reward, and "monetize" their
existing  customer  bases.

During  the  past  two  years our primary source of business revenue was derived
from  a series of agreements with U S West/Qwest Communications. Formerly one of
the  "Baby-Bells",  Qwest  services over twenty five million telephone customers
and  delivers  high-speed  Internet connections worldwide. In one such campaign,
Qwest  used  programs  we  developed  as  a high value incentive in an effort to
motivate  its  telephone  customers  to  purchase  other  Qwest services such as
dial-up  Internet  and DSL products. Our strategy of having client companies pay
for  the  majority  of  the sales, marketing and distribution costs by using our
products  in  their  marketing  programs provides a competitive advantage to us.
Further,  we  minimize  development  costs  by  outsourcing software engineering
offshore. Our strategy includes retaining ownership of the intellectual property
rights  of  our products that are developed for client companies. This allows us
to provide additional future revenue streams through direct sales of upgrades of
our  software  programs.

We have recently been selected by Eastman Kodak Corporation to represent Kodak's
new  "Optical  Media CD" technology. According to DataQwest, orders for CDs were
approximately  3.0 billion units or $468 billion dollars in the United States in
2000.  Worldwide  distribution of specialty CDs totaled an estimated 7.5 billion
disks in 2001. Distribution is expected to double to 15 billion disks this year.
The  wide  spread  distribution of these CDs are now driving down the cost of CD
production to a commodity level.  We are now collaborating with Kodak to deliver
an  exclusive,  patented  optical  media  CD  or  DVD,  "OMCD",  which  can  be
personalized,  containing  embedded  timed-release  content  with  full security
features. These new optical media CDs have proven to deliver up to a 75% average
response rate, compared to the 5% response rate of standard CDs. The new CD also
prompts the customer to retain the CD for repeated plays, thereby increasing its
shelf  life.  The end result is that our four-dollar OMCD is more cost effective
than  the  standard  seventy-cent commodity CD delivered by competing companies,

Together  with  Kodak, we are now calling on large corporations to introduce the
benefits of this new technology. We will continue to design software with unique
customization  and  personalization  features  to  maximize  Kodak Optical Media
technology  and  customer  benefits. We believe our relationship with Kodak will
greatly  expand  our  reach  into  the  Fortune  500  during the next few years.


HISTORY

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

On  December 18, 2000, 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


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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.

Sharp  Technology  was  incorporated  on  October 13, 1998, but did not commence
operations  until  January  1999.  Sharp  Technology  was  organized to license,
develop  and  market  Internet-related  software products and provide innovative
marketing  solutions to Redistribution Partners. During the years 1999 and 2000,
Sharp  Technology  pursued  research  and  development  of  its products and the
expansion  of  its  strategic  business  relationships.

We  include  the  following  cautionary  statement  in  this  Form10-KSB to make
applicable  and  take  advantage  of  the  safe  harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made
by,  or on our behalf.  Forward-looking statements include statements concerning
plans,  objectives,  goals,  strategies,  future  events  or  performance  and
underlying  assumptions and other statements, which are other than statements of
historical  facts.  Certain  statements  in  this Form10-KSB are forward-looking
statements.  Words  such as "believes", "expects", "anticipates" and "estimates"
and  similar  expressions  are  intended to identify forward-looking statements.
Such  statements  are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Our expectations, beliefs and
projections  are  expressed  in good faith and we believe they have a reasonable
basis,  including  without  limitation,  management's  examination of historical
operating  trends,  data  contained in our records and other data available from
third  parties,  but  there can be no assurance that our expectation, beliefs or
projections  will  result,  be  achieved,  or  be  accomplished.


PRODUCTS,  SERVICES  AND  MARKETING

We  develop  or  license  software solutions for bundled delivery in conjunction
with  our Redistribution Partners. The contents of our offerings are targeted at
helping  those  partners  retain  customers  and strengthen their Internet brand
presence. We believe that its focus on developing Internet security, e-commerce,
and  content  management  software  products  is  closely  aligned  with  these
objectives.

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

The  Company's  specific  product  offerings  currently  include:

"HackTracer"  -  is  a  desktop  security  product designed to stop hackers from
------------
gaining  access  to  a  personal computer while it is connected to the Internet.
HackTracer remains awake on the user's desktop and monitors Internet traffic for
suspicious  connections.  Once  a hacking attempt is identified and stopped, the
source  of the attempt is graphically displayed on a world map. The user is then
given an option to report the Hacking attempt to a special anti-hacking database
for  appropriate  response.

We  are currently in the process of developing Beta versions of HackTracer II, a
product  designed  to  extend  HackTracer's  capabilities  to  the Microsoft NT,
Windows  2000  and Millennium platforms. We are also in the process of expanding
the capacity and functionality associated with HackTracer's anti-hacking reports
database.

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

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

"Desktop  Call" - is a software program that installs an icon in the system tray
---------------
(at  the  bottom  of  the  computer screen)  the icon  can be used to "call" the
computer  user  back  to a specific web site for additional offers and services.
Desktop  Call  provides  personalized  permission based communications between a
company  and  it's  customers.

During  fiscal years 2001 and 2000, the Company provided US West Communications,
Inc.  (now  Qwest)  with a series of software bundles carefully selected to help
consumers,  families  and  schools meet the challenges brought about by emerging


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technologies.  The  following  software titles were included among the offerings
in  these  bundles;  NetSnitch  (by  NetSnitch  LLC)  - Monitors Internet use by
children,  students,  and  employees, Ace Reader (by Stepware, Inc.) - A reading
and  speed-reading  training program, Comp-U-Course (by CBT Systems Limited) - A
tutorial  program  on  Internet  use, Dr. Y2K (by Coherence Technology, Inc.)- A
system  diagnostic  tool  to  identify  Year  2000  issues for desktop operating
systems,  and  RamDoubler  (by  Symantec)  -  A  software solution for Macintosh
computers  to  help  extend  effective  Ram  capacity.

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

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


THE  MARKET

Recent  events  have  shed important light upon the manner in which the Internet
will  be  integrated into the daily experience of the average consumer. What was
once  widely  considered  a  "revolutionary"  process  has  now  been  termed an
"evolutionary"  one.  The  fear  that  Internet  "category-killers" could easily
transplant  industry  stalwarts  has  been replaced by the knowledge that habit,
customer  loyalty  and  branding  have  a  considerable permanence. And yet, the
Internet  remains the largest, most pervasive and rapidly expanding influence on
the  way  companies  conduct  their  daily  business.  It has emerged as a major
platform  for  communication,  providing  new, highly efficient channels through
which  companies  can  engage  in commerce and interact directly with customers.
International  Data  Corporation  ("IDC") forecasts that over 320 million people
worldwide  will  be  using the Internet by the end of 2002 and The Gartner Group
estimates commerce conducted over the Internet will grow to nearly $4.3 trillion
by  2003.

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

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

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

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

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


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affiliation  program.  As  a  result,  a  market  for these services is growing.

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

Though  the specific content of any customer affiliation offering or bundle must
be  customized, there are certain concerns or interests that impact Internet use
across  many demographic segments. We believe that among those areas of interest
or  concern  are  security,  e-commerce  and  content management. A brief market
overview  for  each  of  these  areas  follows:

Security
--------
Although e-commerce and Internet computing environments have many advantages and
businesses  and  consumers  are  depending  on  them  more  and  more,  their
accessibility  and  the  relative anonymity of users make these systems, and the
integrity  of  the  information  that  is stored on them, vulnerable to security
threats.  E-commerce  and  Internet  systems  present inviting opportunities for
computer  hackers, curious or disgruntled employees, contractors and competitors
to compromise or destroy sensitive information within the system or to otherwise
disrupt  the normal operation of the system. According to the annual Information
Week/PricewaterhouseCoopers  LLP  1999  Global  Information  Security  Survey of
information technology managers and professionals, 64% of those surveyed who are
associated  with sites selling products or services on the Web reported at least
one  security  breach  in  the  past  year.  In  addition, sites integrated with
supply-chain  network  or  enterprise  resource  planning  applications reported
security  violations  10%  more often than sites without such applications. In a
separate  PricewaterhouseCoopers  survey  of chief executive officers, 84% cited
security  concerns  as  a  barrier  to  deployment  of  information  technology
initiatives.

Not  surprisingly  then,  the  general  public  reflects  the  security concerns
recognized  by  large  corporations.  The  comfortable  use  of the Internet has
historically  been  hampered  by  a  sense  of distrust and vulnerability. Those
feelings  have  never  been  more keenly felt than in the current environment of
highly  publicized  hacker  attacks.  Although the explosion of connectivity and
information  exchange  provides  tremendous  benefits,  it  also  exposes  an
organization's  and  individual's  sensitive  information  and  mission critical
applications  to unauthorized access. In addition, the transmission of data over
the  Internet  also  exposes  the  data  to  unauthorized  interception.

Historical  methods for securing information resources are no longer adequate to
meet  the  security requirements of today's global networks and the Internet. In
the  centralized  mainframe  environments that dominated the information systems
landscape  in previous years, organizations were able to secure a limited number
of access points through physical barriers and controlled access to data through
log-on  procedures  and  password  protection.  However,  in today's distributed
network  environments  with  multiple  points  of  access  and  multiple network
resources,  it  is  impractical  to  individually  secure  every application and
resource  on  the  network.  Therefore,  an  additional layer of security at the
network  and  desktop  level  is needed to act as a "virtual" barrier to control
access.  The need for this additional security may well impact the rate at which
e-commerce  and  Internet  applications  of  all  sorts  are  adopted.

The digital security market is already large and exhibits very attractive growth
characteristics.  Analysis  conducted  by  several  leading independent research
firms  demonstrates  that  the entire market is projected to grow 39% compounded
annually,  from $4.8 billion to $24.6 billion by 2004.  Perimeter access control
is  projected to grow 26% compounded annually, from $2.4 billion in 1999 to $7.6
billion  by 2004.  Trust-enabling applications and devices are projected to grow
48%  compounded  annually,  from  $2.4 billion in 1999 to $17.0 billion by 2004.

E-Commerce
----------
Widespread  acceptance  of  the  Internet  has opened numerous opportunities for
companies seeking growth and increased efficiencies through business-to-business
("B2B")  and  business-to-consumer  ("B2C")  e-Commerce.  The  Gartner  Group
estimates  that  B2B  e-Commerce  will  grow  from  $145 billion in 1999 to $3.9
trillion  in 2003, B2C e-Commerce will increase from $31 billion in 1999 to $381
billion in 2003, representing five-year compound annual growth rates of 128% and
87%  respectively.  In  addition, IDC estimates the number of Internet purchases
will  increase from approximately 17 million in 1999 to over 80 million in 2003,
a  compounded  annual  growth  rate  of 47%.  Furthermore, IDC projects that the
world-wide  market  for  Internet  professional  services  will  grow from $12.9
billion  in 1999 to $78.6 billion in 2003, representing a compound annual growth
rate  of  approximately  57%.

The  growth  of  the Internet and the proliferation of software applications are
accelerating  changes  in  the  business  environment  by enabling a ubiquitous,
platform-independent  communications  network.  This  platform  independence has
prompted  demands  for  a  dynamic, open and highly integrated environment among
customers,  suppliers  and other trading partners. In response to these evolving
market  forces,  many  companies  have  sought  to  re-engineer  their  business
processes  to  reduce  manufacturing  cycle times, shift from mass production to
order-driven  manufacturing,  increase  the  use  of  outsourcing  and  share
information  more  readily  with  vendors  and  customers  over  the  Internet.

The  Internet also is impacting other core business concerns, including customer
relationships  and  product  management.  In order to integrate and optimize new
business  solutions,  organizations  are  seeking e-commerce initiatives such as
web-based  sales,  one-to-one  marketing,  online customer service, supply chain
management  and  web-based  fulfillment.  To  successfully  achieve  the desired
benefits  from  these  e-commerce  initiatives,  organizations  require  a
comprehensive  end-to-end  software  solution  that integrates and optimizes key


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business  processes-from  customer  management  to  distribution-with  real time
visibility  and  collaboration capabilities among trading partners. In addition,
many  organizations  need solutions and services that enable them to quickly and
cost-effectively  deploy  and  optimize  Internet-based  marketplace  trading
capabilities.

Content Management
------------------
Increasingly,  companies  are turning to the Internet as the primary vehicle for
information delivery. Online business requires effective management and delivery
of  information  to  customers,  partners  and  employees.  Forrester  Research
indicates  that,  during  the  year  2000,  many companies doubled the amount of
information  they  publish  on  the  Internet  and predicts that this trend will
continue  over  the  next  year.  In order to address this growth, companies are
increasingly  demanding  software  systems that automate the workflow of content
creation,  management  and  delivery.

Schools  in  the  United  States  are  rapidly expanding Internet access and the
Department of Education has announced long-term goals to provide Internet access
to  all students in the nation's public schools. Those goals set a target of one
computer  workstation  for  every  five students, up from one for about every 14
students  currently.

The  introduction and expanded use of the Internet as an educational tool in the
classroom  has  prompted  school  board members, superintendents and teachers to
focus on protecting students from unsuitable Internet content. Parents have also
become  increasingly  concerned  about  children's  access  to  various types of
content,  ranging  from  pornography  to  bomb making instruction, among others.
Without  an  effective Internet content filtering system in place, educators and
parents  have  had  to  choose  between  undesirable  alternatives:  prohibiting
Internet  access  altogether  or  closely  supervising each student's use of the
Internet.  Prohibiting  Internet  access  deprives  students  of  the  wealth of
beneficial information available on the Internet, while supervision can waste an
enormous amount of teacher or parent time. The education Internet access control
market  is  expected  to  be  worth  more  than  $500  million  by  2003.

Corporations  also face issues associated with unrestricted on-the-job access to
the  Internet,  including productivity losses caused by employees spending large
amounts of time during the workday surfing the Internet for personal reasons. In
fact,  over 57% of Internet use in the workplace is not business related.  These
activities  by  employees leave corporations exposed to many potential liability
issues  relating  to  the  misuse of and unlawful distribution of Internet-based
content.


COMPETITION

The  market for specialized Internet applications is highly competitive, and the
Company  expects  that  this  competition  will  intensify  in  the  future. The
Company's  marketplace  is characterized by rapid technological change, evolving
industry standards and compressed product life cycles.  The Company believes the
principle  factors  impacting  competition  in  its  markets  are  strategic
affiliations,  time  to  market,  cost,  product  quality  and  performance,
intellectual  property,  customer  relationships  and  reputation.  In providing
specialized  software  application  design and development, the Company competes
with  numerous  businesses  that  also  provide  software design and development
services, companies that have developed and market application specific Internet
software  products,  companies that provide software tools that enable customers
to  develop  specific  Internet-enabled software applications and companies that
choose  to  develop  Internet  application  products internally. There are large
custom  software  developers, integrators and resellers whose services include a
broad  range  of Internet and Intranet security software applications design and
development  services.  There  is  no assurance that the Company will be able to
compete  effectively  against  these  competitors.

The  Company's  current  products  face  competition  from marketing or software
solution  providers  (i.e.,  ITXC  Corporation, Comet Systems, Netcentives Inc.)
content  management  software  developers  (i.e. The Learning Company, Surfwatch
Software  Corporation,  Software  International,  Inc.  and  Sterling  Software
Corporation)  and  Internet  security software developers (i.e., Trend Micro and
Network ICE).  Additionally, new, alternative software providers may emerge that
directly  compete  with  the  products that the Company offers. The Company also
competes  with  certain  large  advertising  agencies  and  Internet  web  site
development  houses  with  respect to its work to customize customer affiliation
solutions  for Redistribution Partners. We believe that the Company's experience
in  software  marketing and desktop software development provides certain market
advantages  with  respect  to  this competition. There is no assurance, however,
that  the Company will be able to compete effectively against these competitors.

The  Company  competes with other developers of content management software. The
content  management  arena  remains  one  of  the  largest  opportunities on the
Internet.  The fear of subjecting users to inappropriate information ranks among
the  largest barriers to accelerated adoption. In addition, the unfocused use of
the  Internet  in  work environments remains a major concern among corporations.
With  respect  to  content  management  products, the Company considers its most
significant  competitor  to  be  Cyber  Patrol. Cyber Patrol is the maker of the
world's  most  widely  used  Internet filtering software. Cyber Patrol is highly
regarded  in  the  area of Internet information management and security software
programs.  In the area of intrusion detection, The Company competes with Network
ICE.  Network ICE enjoys a first-to-market advantage. Due to the dominant forces
in the marketplace by Cyber Patrol, Network ICE and other companies, there is no
assurance  that  the  Company  will  be  able to compete effectively against its
competitors.


                                        7
<PAGE>
In  addition, companies that offer and sell client/server based Internet-enabled
software  products,  such  as  Netscape  and Microsoft, may in the future bundle
software  capabilities and applications with existing products in a manner which
may  limit  the  need for software capabilities and application services such as
those  offered  by  the  Company. The Company also competes with the information
technology  departments  of  significant  business enterprises who may choose to
design  and  develop  their  Internet  security  applications  internally.  The
emergence  of sophisticated software products and tools that enable companies to
build customized Internet-enabled software applications internally also may have
the  effect of encouraging internal development and, thus, may materially reduce
the  demand for the Company's custom software application services. Finally, the
Company  believes  that  the rapid expansion of the market for Internet software
applications  will  foster the growth of many significant competitors performing
comparable  services  and  offering  comparable products to those offered by the
Company.


TRADEMARKS,  ROYALTY  AND  LICENSE  AGREEMENTS

Our  rights  to  the  following  trademarks  are  based upon common law, and our
substantial  and continuous use of these trademarks in interstate commerce: HACK
TRACERTM  ,  IT'S  YOUR  NETTM,  DESKTOP  MALLTM.

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  including  treble damages for willful infringement.  In
addition,  even  if we prevail, litigation could be time consuming and expensive
to  defend  and  could  result  in  the diversion of our time and attention. Any
claims  from  third parties may also result in limitations on our ability to use
the  intellectual  property  subject to these claims unless we are able to enter
into  agreement  with  the  third  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  2001 and 2000 we were subject to the following license or
royalty  agreements:

In  December  1998,  we  entered  into a co-branded site development and revenue
sharing  agreement  with  US  West  Communications,  Inc.  (now  Qwest).  Under
specified  provisions  of  the  agreement,  in  September  1999,  we delivered a
collection  of  three  Internet  software  applications (the Collection) to then
current  US  West  Internet  access customers. In September 1999, we licensed US
West the rights to distribute the Collection to customers who purchase US West's
Internet  access  during  the  period  from August 1, 1999, through December 31,
2000.  Total  consideration  paid  to  us  for distribution of the Collection to
customers  who  purchased  US  West's  Internet  access during the period of the
agreement  was  $1,440,000. During 2001, we granted Qwest a limited extension of
time  to  complete  distribution of its inventory of the Collection for which we
received  additional  compensation  in  the  amount  of  $200,000.

On  March  30,  1999,  we  entered into a purchase agreement with Netsnitch, LLC
(Netsnitch).  Pursuant  to  the  provisions of the Purchase Agreement, Netsnitch
transferred  ownership  of  specified  proprietary  Internet  technology  (the
Proprietary  Technology)  to  us.  In  consideration  for the acquisition of the
Proprietary  Technology, we agreed to pay Netsnitch (a) royalties based on usage
of the Proprietary Technology, (b) $256,800 as a lump-sum royalty in association
with  our  Agreement  with  US  West,  (c) issue Netsnitch 133,333 shares of our
common  stock  and  (d)  issue Netsnitch a warrant to purchase 266,667 shares of
common  stock  at  an  exercise  price  of  $5.10 per share. On June 5, 2001, we
granted  50,000  shares  of  unregistered common stock and a warrant to purchase
300,000  shares  of  unregistered common stock, at $3.00 per share, to NetSnitch
LLC.  The  stock  purchase  warrant  expires June 5, 2006. These securities were
issued as compensation under the terms a software purchase agreement in exchange
for  a  contract  payable in the amount of $75,000 and the forfeiture of two (2)
warrants  granting  NetSnitch  LLC  the  right to purchase 266,667 shares of our
common  stock  at  $5.10  per  share.

On  August  31,  1999,  we  entered  into  an  original  equipment manufacturers
(OEM)/reseller  agreement (the OEM/Reseller Agreement) with CBT Systems, Limited
(CBT).  Under  the  provisions  of  the OEM/Reseller Agreement, CBT granted us a
nonexclusive  right  and license to market and otherwise distribute, pursuant to
our  agreement  with  US  West,  certain  of CBT's Internet interactive training
software.  In consideration for the OEM/Reseller Agreement, we agreed to pay CBT
a  total  of $200,000. During November 2001, the remaining obligation of $71,775
outstanding  under  this  contract  was  settled  for  the  amount  of  $14,350,
resulting  in  an  extraordinary  gain  of  $57,425.

In  November  1999,  we  entered into a development and distribution partnership
agreement  with  US  West,  now  Qwest.  Pursuant  to  the  provisions  of  this
agreement,  we  were  required to complete the development of a certain Internet
software  application to be offered and marketed by Qwest to its Internet access
customers.  Qwest  agreed  to  pay  up  to $125,000 for development costs and 50


                                        8
<PAGE>
percent of all royalties due ($1.00 per copy) under this agreement. We delivered
the completed software during November, 2000.  As of December 31, 2001, however,
Qwest  has  failed to act upon its commitment to actively market the product and
as  such  we  believe  they  are  in  breach  of  their  contract  with  us.

On  February  8, 2000, we entered into a software development agreement with the
Neoworx  Corporation  (Neoworx).  Pursuant to this agreement, Neoworx developed,
created  and  delivered  certain  programming  code  and  materials and provided
software  implementation  services  pursuant  to our agreement with US West.  In
consideration  for this agreement, we paid Neoworx $135,000 and issued a warrant
to  purchase  60,000  shares  of  common stock at an exercise price of $5.10 per
share.  Upon  issuance, the 60,000 warrants were valued at $24,660 based on fair
market  value  as  determined using the Black-Scholes pricing model.  On January
15,  2001,  we  concluded  the agreement with Neoworx, and agreed to pay a final
amount  of  $62,500.  All  amounts due under this agreement were paid or settled
during  fiscal  2001.

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

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

On  September  20,  2001  we  entered  into  a  software purchase agreement with
Neoworx,  Inc.  Under  the  terms of the agreement, we sold Neoworx intellectual
property rights in the "HackTracer" software code. In exchange for those rights,
we received $650,000 and a license to sell HackTracer for 120 days following the
purchase  transaction.  This  agreement does not limit our ability to develop or
market  competing  software  products.  Accordingly,  we  intend  to develop and
release an advanced software firewall during the first half of Fiscal Year 2002.


OTHER  RISK  FACTORS

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

Liquidity  And  Capital  Resources
----------------------------------
The  Company  has  suffered  recurring  losses  from  operations  that  include
$1,744,719,  and  $4,888,306  for  the  years  ended December 31, 2001 and 2000,
respectively.  These  recurring  losses  have produced an accumulated deficit of
$8,291,086, and a working capital deficit of $2,396,935 as of December 31, 2001.
Operating  losses and negative cash flow have continued during 2002. As a result
of  shortfalls  in anticipated funding, we are delinquent on certain payroll tax
deposits  due the IRS. In order to secure payment of the delinquent deposits and
penalties  we  have  arranged  a  guarantee  of  payment  by our Chief Executive
Officer.  Our management is currently pursuing a business strategy that includes
building a reserve for the payment of future payroll taxes, increasing our sales
and  marketing  efforts  and  monitoring operating expenses. While pursuing this
strategy,  we  expect  to  experience cash flow deficits, which will necessitate
additional  financing.  Our  management  is  confident that alternative forms of
financing  and  liquidity will be available, 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

We've financed our operations from inception primarily through private financing
transactions  and  payments  related  to our agreements with Qwest Communication
Services,  Inc.  One such agreement included the release of a content management
software  program  to  all Qwest .net customers and potential .net customers. We
believe  Qwest's  non-performance  on  this  agreement  cost us in excess of two
million  dollars  of  actual  damages  and  twenty  million dollars in projected
revenue.  We expect to exercise our right to enter into binding arbitration with
Qwest  to  force specific performance under this agreement or be compensated for
our  loss  of  revenue.  Our  future  success  is  dependent  upon  many factors
including,  but  not  limited  to; our ability to continue to develop and market
products  and  services,  our ability to create new Redistribution Partnerships,
and obtaining  the funds necessary to complete these activities.  As a result of
the  aforementioned  factors  and  the  related  uncertainties,  there can be no
assurance  of  our  future  success.

Reliance  Upon  Strategic  Partnerships,  Acquisitions  And  Relationships
--------------------------------------------------------------------------
All  of our revenues were generated by sales to two companies. They consisted of
a  software  licensing  sale and a series of subscription contracts with US West
(now  Qwest).


                                        9
<PAGE>
We  depend on third party companies and on strategic partnerships to develop and
distribute our products. The loss of their services has an adverse effect on our
business.  Further,  mergers  or  corporate  reorganizations  involving  these
strategic  partners  could result in changes in control, personnel and strategic
direction  or  significant  reorganization  in  business structure. Such changes
could  weaken  or  displace  our  strategic  alliances.

Growth  of  our  business  requires  development  of  our  technology, products,
services  and  customer  base,  and  therefore,  we  may,  in the future, pursue
strategic  acquisitions  of  complementary  businesses.  Acquisitions  entail
numerous  risks,  including  difficulties  in  the  assimilation  of  acquired
operations  and  products, diversion of management's attention to other business
concerns,  amortization  of acquired intangible assets and potential loss of key
employees of acquired companies.  There can be no assurance that we will be able
to  integrate  successfully any operations, personnel, services or products that
might  be  acquired  in  the  future  or  that  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 is characterized by rapid technological advances,
changes  in  customer  requirements,  frequent  new  product  introductions  and
enhancements  and  evolving industry standards in computer hardware and software
technology.  As a result, we must continually change and improve our products in
response  to  changes  in  operating systems, application software, computer and
communications  hardware,  networking  software,  programming tools and computer
language technology. The introduction of products embodying new technologies and
the emergence of new industry standards may render existing products obsolete or
unmarketable.  In  particular, the market for Internet and intranet applications
is  relatively  new  and  is rapidly evolving. Our future operating results will
depend  upon  our  ability  to  enhance  our current products and to develop and
introduce  new  products  on  a  timely  basis  that  address  the  increasingly
sophisticated  needs  of  our  customers  and  that keep pace with technological
developments, new competitive product offerings and emerging industry standards.
There  can  be  no  assurance  that:  we  will  be  successful in developing and
marketing  new  products  or  product enhancements that respond to technological
change and evolving industry standards, that we will not experience difficulties
that  could  delay  or  prevent  the  successful  development,  introduction and
marketing  of  these products, or that any new products and product enhancements
will  adequately  meet  the  requirements  of the marketplace and achieve market
acceptance. If we do not respond adequately to the need to develop and introduce
new products or enhancements of existing products in a timely manner in response
to  changing market conditions or customer requirements, our business, operating
results  and  financial  condition  would  be  materially  adversely  affected.

The  markets  for  our  products are rapidly evolving. There can be no assurance
that  the  Internet  or  common  public  protocols  will  continue to be used to
facilitate communications or that the market for Internet marketing and software
in  general will continue to expand or that the demand for our software products
in particular will expand. Continued growth of this market will depend, in large
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 its products, we rely
primarily  on  "shrink  wrap" licenses that are not signed by the end-user, and,
for this and other reasons, such licenses may be unenforceable under the laws of
certain  jurisdictions.  As a result, the limitation of the liability provisions
contained  in  our  agreements  may  not  be  effective. We may have the risk of
product  liability and related claims. A product liability claim brought against
us could have a material adverse effect upon our business, operating results and
financial  condition.

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

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


                                       10
<PAGE>
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 services, 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 2001
and  2000, we expended $346,000 and $760,000 respectively, on costs of sales and
services,  related  to  our  products.


EMPLOYEES

At  December  31,  2000  we  had approximately 20 full-time employees. To reduce
operating  cost  and increase efficiency, we restructured our labor force into a
performance-based  system. Subsequently we currently have 2 full-time employees,
8  contract  consultants  and a host of stand-by programmers through development
contracts.  We  hire or release employees and/or consultants in conjunction with
the  expansion  or  contraction of our business. At present, the majority of our
personnel  resources 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. Our employees are not represented by
a union and there are no general labor contracts in effect. We believe we have a
good  relationship  with  all  of  our  employees  and  consultants.


ITEM  2.   DESCRIPTION  OF  PROPERTY

Through  May  31,  2001,  we  leased  approximately 5,000 square feet as primary
office  space  in  a  mid-rise  office  building  at 5120 Woodway, Suite 9029 in
Houston,  Texas.  During  the  period  from April to June 2001, we decentralized
office  facilities  in  connection  with  cost-cutting programs. At that time we
leased,  two  smaller  offices  totaling  approximately  2,000  square  feet and
arranged  for  an  additional  2,000 square feet of supporting office space with
certain  consultants  at  no cost to us. Our main office is located in an office
building at 13135 Champions Drive, Suite 100 in Houston, Texas and our secondary
office,  housing  our  Phoenix  operations, is located at 7464 E. Tierra Buenan,
Suite  205  in  Scottsdale,  Arizona.  For  the  period  January 1, 2001 through
December  31,  2001,  rents  associated  with these spaces totaled $59,198.  The
lease  on  our  primary  office space in Houston expires on May 31, 2002 and our
Phoenix  office  is  leased on a month to month basis with a 30-day cancellation
provision.  We  do not anticipate any difficulty in either extending our current
leases, or securing alternative leased facilities. We also entered into a  lease
on a sales office in Denver, Colorado, which expired on March 31, 2001, at which
time  we  vacated the premises and have not reopened any office space in Denver.
Monthly lease payments associated with the Denver offices were $1,490. Our total
rental  expense  for  the  fiscal year ending December 31, 2001 including office
rents  and  certain  equipment  leases  was  $86,125.


ITEM  3.   LEGAL  PROCEEDINGS

In  November  1999,  we  entered into a development and distribution partnership
agreement  with  Qwest  (then  US  West).  Pursuant  to  the  provisions of this
agreement,  we  completed  the  development  of  a  certain  Internet  software
application  which  Qwest promised to advertise and actively market for a period
of  three  years  to its current and future Internet access customers. Qwest has
failed  to  fulfill  its  marketing commitments under this agreement. We believe
Qwest  breached  its  obligation  to  us  and as a result has caused substantial
damage  to  our  business  model and future prospects. Accordingly, we intend to
initiate  a  process  to  bring  a cause of action against Qwest for unspecified
damages.

In  connection with that same development and distribution partnership agreement
with  Qwest,  we  engaged  the  software  development services of the Navi-Gates
Corporation, a company controlled by our former chief financial officer. As part
of  its  compensation,  Navi-Gates  was  to  receive  a  royalty on each unit of
software  sold  by Qwest and Sharp Technology under this agreement. We have been
informed  that  Navi-Gates  has  initiated  a process to bring a cause of action
against  both  Qwest and Sharp Technology to secure reimbursement of its damages
arising  from  the  failure  of  Qwest  to fulfill its marketing commitments. We
believe  this  matter  will  not have a material adverse effect on our financial
position  or  results  of  operations.

On  February  8, 2002 petition number 2002-06647, "Leslie Sachnowitz Meimoun and
Sheila  Sachnowitz  Curl  vs.  George  T. Sharp and Sharp Technology, Inc.," was
filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief executive
officer  in the District Court of Harris County, Texas, 334th Judicial District.
In  the  petition, the heirs of a recently deceased note holder/shareholder seek
judgment  against  us  for  non-payment  of  a note. In addition to the $200,000
principal  balance of the note, the plaintiffs seek payment of past due interest
on  the  debt  and  reimbursement  of court costs including reasonable attorneys
fees.  We  are  seeking  resources  to  settle  this  dispute.

In  addition,  from  time  to  time,  we are involved in various claims or other
actions  arising  in  the ordinary course of business. Management believes these
matters  do not individually, or in aggregate, have a material adverse effect on
our  financial  position  or  results  of  operations.


                                       11
<PAGE>
ITEM 4.   SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

NONE


                                     PART II

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

Our common stock is traded on the National Association of Securities Dealers OTC
Bulletin  Board  under  the  symbol  "SHAR".  The  market  for our stock must be
characterized  as  a  limited  market due to the limited number of shares in the
public  float and the relatively small trading volume. No assurance can be given
that  the  over-the-counter  market,  or  any  market,  for  our securities will
continue  or  that the prices in such market will be maintained at their present
levels.  The following table sets forth, for the periods indicated, the high and
low closing bid prices for the common stock of Sharp Holding Corporation and its
predecessor,  Celebrity  Entertainment  Group,  Inc. 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.


                                   Sharp (Celebrity) Common Stock
                                  ---------------------------------
                                       High Bid          Low Bid
                                  ------------------  -------------
Fiscal Year 2000:
-----------------
First Quarter  (from March 5th )  $             1.50  $        1.50
--------------------------------  ------------------  -------------
Second Quarter                    $              .75  $         .03
--------------------------------  ------------------  -------------
Third Quarter                     $              .63  $         .63
--------------------------------  ------------------  -------------
Fourth Quarter                    $             5.12  $        2.00
--------------------------------  ------------------  -------------

Fiscal Year 2001:
-----------------
First Quarter                     $            11.03  $        1.38
--------------------------------  ------------------  -------------
Second Quarter                    $             2.56  $         .50
--------------------------------  ------------------  -------------
Third Quarter                     $             2.20  $         .45
--------------------------------  ------------------  -------------
Fourth Quarter                    $             1.95  $         .72
--------------------------------  ------------------  -------------

--------------------------------  ------------------  -------------
Fiscal Year 2002:
-----------------
First Quarter  (to March 15th )   $              .96  $         .25
--------------------------------  ------------------  -------------

At  March  15,  2002, the last bid price for our common stock as reported on the
OTC  Bulletin  Board  was  $.40  per share and the company had approximately 345
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 with respect to the payment of dividends
and  other  relevant  factors.



ITEM 6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
          AND  RESULTS  OF  OPERATIONS


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


FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

We  include  the  following  cautionary  statement  in  this  Form10-KSB to make
applicable  and  take  advantage  of  the  safe  harbor provision of the Private
Securities Litigation Reform Act of 1995 for any forward-looking statements made


                                       12
<PAGE>
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.

OPERATIONS

We  are  developers  of software products that are utilized to provide marketing
solutions  for  Fortune  500  companies.  We expect that large corporations will
distribute  our  software  products  as  premium  components  in their strategic
marketing  campaigns,  usually  mailed  and delivered as CD ROMs, to acquire new
customers  and  motivate,  reward, and "monetize" their existing customer bases.

During  the  past  two  years our primary source of business revenue was derived
from  a series of agreements with U S West/Qwest Communications. Formerly one of
the  "Baby-Bells",  Qwest  services over twenty five million telephone customers
and  delivers  high-speed  Internet connections worldwide. In one such campaign,
Qwest  used  programs  we  developed  as  a high value incentive in an effort to
motivate  its  telephone  customers  to  purchase  other  Qwest services such as
dial-up  Internet  and DSL products. Our strategy of having client companies pay
for  the  majority  of  the sales, marketing and distribution costs by using our
products  in  their  marketing programs provides a competitive advantage for us.
Another  of  our  agreements  with  Qwest  included  the  release  of  a content
management  software  program  to  all  Qwest  .net customers and potential .net
customers.  Qwest has failed to perform under this agreement. We believe Qwest's
non-performance  cost  us in excess of two million dollars of actual damages and
twenty  million dollars in projected revenue. We expect to exercise our right to
enter  into  binding  arbitration with Qwest to force specific performance under
this  agreement  or  be  compensated  for  our  loss  of  revenue.

We have recently been selected by Eastman Kodak Corporation to represent Kodak's
new  "Optical  Media CD" technology. According to DataQwest, orders for CDs were
approximately  3.0 billion units or $468 billion dollars in the United States in
2000.  Worldwide  distribution of specialty CDs totaled an estimated 7.5 billion
disks in 2001. Distribution is expected to double to 15 billion disks this year.
The  wide  spread  distribution of these CDs are now driving down the cost of CD
production to a commodity level.  We are now collaborating with Kodak to deliver
an  exclusive,  patented  optical  media  CD  or  DVD,  "OMCD",  which  can  be
personalized,  containing  embedded  timed-release  content  with  full security
features. These new optical media CDs have proven to deliver up to a 75% average
response rate, compared to the 5% response rate of standard CDs. The new CD also
prompts the customer to retain the CD for repeated plays, thereby increasing its
shelf  life.  The end result is that our four-dollar OMCD is more cost effective
than  the  standard  seventy-cent commodity CD delivered by competing companies,

Together  with  Kodak, we are now calling on large corporations to introduce the
benefits of this new technology. We will continue to design software with unique
customization  and  personalization  features  to  maximize  Kodak Optical Media
technology  and  customer  benefits. We believe our relationship with Kodak will
greatly  expand  our  reach  into  the  Fortune  500  during the next few years.

RESULTS  OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2001 AND DECEMBER
31,  2000

For  the fiscal year ended December 31, 2001 we had total revenues of $1,501,000
compared  to  total revenues of $1,819,000 for the year ended December 31, 2000.
The  decrease  in revenues of $318,000 in fiscal year 2001 represents a decrease
of  approximately  17% over those of the previous fiscal year. Such decrease was
the  result  of  the  overall  collapse of the "Tech Sector" during 2001 and the
failure  of  Qwest  to  perform  under  certain  contractual  obligations.

Our costs of sales and services relate to development, fulfillment and technical
support.  These  costs totaled $346,000 in 2001 and $760,000 in 2000, a decrease
of approximately $414,000 (55%) between years. This lessening of expense relates
primarily  to  a  current  year  decrease  in  the  amortization  of capitalized
development  costs  for  our  new  products.

Our  selling, general and administrative expenses were $2,847,000 for the fiscal
year  ended  December  31, 2001 compared to $5,387,000 for the fiscal year ended
December  31,  2000. The $2,540,000 (47%) decrease in these expenditures between
years  can  be  attributed  to  approximately  $2.5  million  in  stock-based
compensation  granted  during  fiscal  year 2000 as compared to only $784,000 of
such  compensation  granted  during  2001  (a  decrease  of $1.7 million between
years).  Stock-based  compensation  is  granted  principally  in connection with
employee  compensation,  certain  software  development  contracts and financial
services  consulting  agreements. In addition, decreases in our selling, general
and  administrative  expenses  can  be attributed to cost cutting programs which


                                       13
<PAGE>
took effect during the second half of 2001. Such programs resulted in an overall
decrease in salaries, wages, travel, entertainment, rents and professional fees.

Our  interest  expense  totaled  $95,000 and $478,000 for the fiscal years ended
December  31,  2001  and 2000, respectively. The decrease in interest expense of
$383,000  (80%)  between years relates almost entirely to our use of stock-based
incentives in connection with certain debt instruments issued during fiscal year
2000.  Such  incentives  have  not  been  generally  used  during  2001.

During  2001,  we generated extraordinary gains of $105,000 on the settlement of
an  account  payable  with  certain  vendors and  software development partners.

The  decrease in our overall net loss of approximately $3.1 million (64%) during
fiscal  year  2001  as compared to fiscal year 2000 can be attributed in largest
part  to  the  fiscal  year  2000 recognition of $2.8 million in the fair market
value  of  stock-based compensation and consideration related to stock and stock
warrants  granted  in  connection  with  employee compensation, certain software
development  contracts,  financial  services  consulting agreements and warrants
granted  to certain debt holders. In addition, current year losses were impacted
by  a  decrease  in  the  amortization  of  development costs and the effects of
operating  cost  reducing  programs.


LIQUIDITY  AND  CAPITAL  RESOURCES

The  Company  has  suffered  recurring  losses  from  operations  that  include
$1,744,719,  and  $4,888,306  for  the  years  ended December 31, 2001 and 2000,
respectively.  These  recurring  losses  have produced an accumulated deficit of
$8,291,086, and a working capital deficit of $2,396,935 as of December 31, 2001.
Operating  losses and negative cash flow have continued during 2002. As a result
of  shortfalls  in anticipated funding, we are delinquent on certain payroll tax
deposits  due the IRS. In order to secure payment of the delinquent deposits and
penalties  we  have  arranged  a  guarantee  of  payment  by our Chief Executive
Officer.  Our management is currently pursuing a business strategy that includes
building a reserve for the payment of future payroll taxes, increasing our sales
and  marketing  efforts  and  monitoring operating expenses. While pursuing this
strategy,  we  expect  to  experience cash flow deficits, which will necessitate
additional  financing.  Our  management  is  confident that alternative forms of
financing  and  liquidity will be available, 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  have  been  qualified  with  respect  to  that  risk.

We've financed our operations from inception primarily through private financing
transactions  and  payments  related  to our agreements with Qwest Communication
Services,  Inc.  One such agreement included the release of a content management
software  program  to  all Qwest .net customers and potential .net customers. We
believe  Qwest's  non-performance  on  this  agreement  cost us in excess of two
million  dollars  of  actual  damages  and  twenty  million dollars in projected
revenue.  We expect to exercise our right to enter into binding arbitration with
Qwest  to  force specific performance under this agreement or be compensated for
our  loss  of  revenue.  Our  future  success  is  dependent  upon  many factors
including,  but  not  limited  to; our ability to continue to develop and market
products  and  services,  our ability to create new Redistribution Partnerships,
and  obtaining  the funds necessary to complete these activities. As a result of
the  aforementioned  factors  and  the  related  uncertainties,  there can be no
assurance  of  our  future  success.

At  December  31, 2001, we have no material outstanding purchase commitments and
during  fiscal  years 2001 and 2000, there are no significant elements of income
or  loss  that  do  not  arise  from  our  continuing  operations  other than an
extraordinary  gain  of $105,000 resulting from extinguishment of debt. Further,
with the exception of the potential impact of the Christmas buying season on the
results  of  our e-commerce efforts, which is not currently estimable, we do not
expect material changes in our 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  F-1.


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

Arthur  Andersen LLP, Independent Public Accountants, audited our balance sheets
as  of  December  31,  2000  and  1999 and the related statements of operations,
stockholders'  equity/(deficit),  and  cash flows for the years then ended. Such
financial statements accompanied our Form 10-KSB for the year ended December 31,
2000  and  were  filed  with the Securities and Exchange Commission on April 02,
2001.  The  report  of  Arthur Andersen LLP, on such financial statements, dated
February  23, 2001 was modified by indicating that there is substantial doubt as
to  the Company's ability to continue as a going concern and did not contain any


                                       14
<PAGE>
other adverse opinion or disclaimer of opinion and was not qualified or modified
as  to  uncertainty,  audit  scope  or accounting principles. Our client-auditor
relationship  with  Arthur  Andersen  LLP  ceased  on or about July 26, 2001 and
Arthur  Andersen  declined  to  give  consent  for inclusion of the 2000 audited
financial  statements  in the current year 10-KSB as the amount of work required
to  complete their examination could not be finalized before the required filing
deadline.

Ham, Langston & Brezina, LLP, Certified Public Accountants of Houston, Texas was
appointed  by  the Company on July 26, 2001, pursuant to a recommendation of our
Chairman  of  the  Board and President, Mr. George Sharp, to audit our financial
statements  for  our  fiscal  year  ended  December  31, 2001 and to reaudit our
financial  statements  for  our  fiscal  year  ended  December  31,  2000.

During  our  two  most  recent  fiscal  years  and any subsequent interim period
preceding  the  date  of  dismissal,  there were no disagreements between us and
Arthur  Andersen  LLP,  whether  resolved  or  not  resolved,  on  any matter of
accounting  principles  or practices, financial statement disclosure or auditing
scope  or  procedure,  which,  if  not  resolved, would have caused them to make
reference  to  the  subject  matter of the disagreement in connection with their
reports.


                                    PART III

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

DIRECTORS, EXECUTIVE OFFICERS AND OTHER SIGNIFICANT EMPLOYEES

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

<TABLE>
<CAPTION>
NAME             Age                      POSITION WITH COMPANY
----             ---                      ---------------------
<S>              <C>  <C>
George Sharp      59  President/Chief Executive Officer, Chief Accounting Officer,
                      Director, Secretary (Sharp Holding and Sharp Technology)
Louis Schwartz    54  Senior Vice President of Business Development
                      (Sharp Holding and Sharp Technology)
Gilbert Gertner   77  Director
                      (Sharp Holding)
Alan Pavsner      49  Director
                      (Sharp Holding)
</TABLE>

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


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

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

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

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


                                       15
<PAGE>
Gilbert Gertner, Director, joined our Board of Directors in December 2000. He is
-------------------------
a  private  investor  and  co-founder  of  a  number  of industrial, real estate
development  and high-tech companies. Mr. Gertner is known for his philanthropic
endeavors  including  the  construction  of  schools  and  medical facilities in
developing  countries. Mr. Gertner currently serves as Chairman of the Board and
CEO  of  Worldwide  Petromoly,  Inc. a company with which he has been associated
since 1993. During the period from 1994 to 1997 Mr. Gertner served as a Director
of  Citadel  Computer  Systems  and  prior to 1996, Mr. Gertner also served as a
Director  of  Data  Software  Systems,  Inc.

Alan  Pavsner,  Director, was re-appointed to our Board of Directors in December
------------------------
2000.  Prior  to  his appointment, Mr. Pavsner served as the President and Chief
Executive officer of Celebrity while it undertook its search for suitable merger
candidates.  During  the  period  from  March 2000 to November 2000, Mr. Pavsner
acted  as Chief Operating Officer for WorldWideWeb Institute, an entity involved
in  supplying  web  site development services to its clients. Between March 1999
and March 2000, he was Vice President for Field Operations for Integrated Homes,
Inc., Boca Raton, Florida, which was engaged in providing low voltage technology
solutions  to  major  builders  and  developers  under residential construction.
Between January 1997 and March 1999, Mr. Pavsner was Vice President of Marketing
for  Spectra  Systems, Inc., which was engaged in developing advanced technology
equipment  to  major OEMs and Department of Defense contractors. Between January
1995  and  January  1997, Mr. Pavsner was Vice President for P.N.C. Investments,
Ltd. which was engaged in advising clients relative to acquisitions, and mergers
and  public  securities  markets. Between 1974 and 1995, Mr. Pavsner served with
the  United  States  Marine  Corps  where  he concluded his career as Commanding
Officer  of Marine Aviation Support Group, Naval Air Warfare Center, Point Mugu,
California  and  retired  with  the  rank  of  Lieutenant  Colonel.


COMMITTEES OF THE BOARD OF DIRECTORS

As  of  December  31,  2001  the  Company's  Board  of  Directors  had no formal
compensation,  nominating  or  audit  committees.


LIMITATION  OF  DIRECTORS'  LIABILITY

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

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

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

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

CERTAIN SECURITIES FILINGS

We  believes  all persons subject to Section 16(a) of the Act in connection with
their  relationship  to  our  operations  have  complied  on  a  timely  basis.


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, 2001, 2000 &
1999.


                                       16
<PAGE>
<TABLE>
<CAPTION>
                                     SUMMARY COMPENSATION TABLE

-----------------------  ----  ---------------------------  -----------------------  -------  --------
                                                            LONG TERM COMPENSATION
                                  ANNUAL COMPENSATION               AWARDS           PAYOUTS
-----------------------  ----  ---------------------------  -----------------------  -------  --------
                                                   OTHER                SECURITIES              ALL
                                                   ANNUAL   RESTRICTED  UNDERLYING             OTHER
NAME & PRINCIPAL                                  COMPEN-     STOCK      OPTIONS/     LTIP    COMPEN-
POSITION                 Year   SALARY    BONUS    SATION     AWARDS       SARS      PAYOUTS   SATION
-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
<S>                      <C>   <C>        <C>     <C>       <C>         <C>          <C>      <C>
George Sharp, CEO,       2001              --0--     --0--       --0--        --0--    --0--     --0--
CAO, (Sharp Holding      2000  $ 162,063   --0--     --0--       --0--        --0--    --0--     --0--
and Sharp Technology),   1999  $ 230,000   --0--     --0--       --0--         (**)    --0--     --0--
     Director                      (*)
-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Robert Wesolek,          2001  $ 118,904   --0--     --0--       --0--        --0--    --0--     --0--
former CFO (Sharp        2000  $ 116,000   --0--     --0--       --0--        --0--    --0--     --0--
Holding and Sharp        1999  $  76,000   --0--     --0--       --0--        --0--    --0--     --0--
Technology)
-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Louis Schwartz, Sr VP    2001  $  87,124   --0--  $  3,600       --0--        6,667    --0--     --0--
(Sharp Holding and       2000  $ 112,000  $1,000  $  4,000       --0--        --0--    --0--  $  6,300
Sharp Technology)        1999      --0--   --0--  $ 77,000       --0--        --0--    --0--     --0--
-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Michael Pierce, CTO      2001  $  70,150   --0--     --0--       --0--        6,667    --0--     --0--
(Sharp Technology)       2000  $ 116,000   --0--     --0--       --0--        --0--    --0--     --0--
                         1999  $  28,000   --0--  $ 52,000       --0--        --0--    --0--     --0--
-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Alan Pavsner, Former     2001      --0--   --0--  $127,500       --0--        --0--    --0--     --0--
CEO (Celebrity),         2000      --0--   --0--     --0--       --0--        --0--    --0--     --0--
Director, Sharp Holding  1999      --0--   --0--     --0--       --0--        --0--    --0--     --0--

-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Gilbert Gertner,         2001      --0--   --0--  $ 27,500       --0--        --0--    --0--     --0--
Director, Sharp Holding  2000      --0--   --0--     --0--       --0--        --0--    --0--     --0--
                         1999      --0--   --0--     --0--       --0--        --0--    --0--     --0--
-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Adreena Betti, General   2001  $ 188,612   --0--     --0--       --0--        6,667    --0--     --0--
Manager, Sharp           2000  $  81,208   --0--     --0--       --0--        --0--    --0--     --0--
Technology               1999  $  57,000   --0--     --0--       --0--        --0--    --0--     --0--
-----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
</TABLE>
(*)  Mr.  Sharp's  annual  salary of $150,000 earned in 1999 was accrued for the
year  ended  December  31,  1999 and Mr. Sharp forgave such accrual during 2000.
(**)  During  fiscal year 1999, Sharp issued its chief executive officer options
to  purchase  a  total  of  1.2 million shares of its restricted common stock at
exercise  prices  ranging  from $9 to $30 per share. Sharp believes these rights
had  no  value  at  their  date  of  grant.  During  December  2000,  Mr.  Sharp
voluntarily  canceled  his  rights under all outstanding stock option agreements
without  compensation.

<TABLE>
<CAPTION>
           OPTION/SAR GRANTS IN LAST FISCAL YEAR (SHARP HOLDING CORPORATION)

----------------------------------------------------------------------------------------------
                   NUMBER OF SECURITIES        PERCENT OF TOTAL
NAME & PRINCIPAL  UNDERLYING OPTIONS/SARS   OPTIONS/SARS GRANTED TO   EXERCISE OF   EXPIRATION
POSITION                  GRANTED          EMPLOYEES IN FISCAL YEAR    BASE PRICE      DATE
----------------  -----------------------  -------------------------  ------------  ----------
<S>               <C>                      <C>                        <C>           <C>
George Sharp                        --0--              N/A                N/A           N/A
----------------  -----------------------  -------------------------  ------------  ----------
Robert Wesolek                      --0--              N/A                N/A           N/A
----------------  -----------------------  -------------------------  ------------  ----------
Louis Schwartz                      6,667             6.9 %              $9.00        1/1/2006
----------------  -----------------------  -------------------------  ------------  ----------
Michael Pierce                      6,667             6.9 %              $9.00        1/1/2006
----------------  -----------------------  -------------------------  ------------  ----------
Alan Pavsner                        --0--              N/A                N/A           N/A
----------------  -----------------------  -------------------------  ------------  ----------
Gilbert Gertner                     --0--              N/A                N/A           N/A
----------------  -----------------------  -------------------------  ------------  ----------
Adreena Betti                       6,667             6.9 %              $9.00        1/1/2006
----------------  -----------------------  -------------------------  ------------  ----------
</TABLE>

<TABLE>
<CAPTION>
                      AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                    AND FY-END OPTION/SAR VALUES (SHARP HOLDING CORPORATION)

----------------  ------------  ---------  -------------------------  -------------------------
                                             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 EXERCISE   REALIZED   EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
----------------  ------------  ---------  -------------------------  -------------------------
<S>               <C>           <C>        <C>                        <C>

George Sharp               (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Robert Wesolek             (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Louis Schwartz             (*)        (*)          6,667   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Michael Pierce             (*)        (*)          6,667   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Alan Pavsner,              (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Gilbert Gertner            (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Adreena Betti              (*)        (*)          6,667   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
</TABLE>


                                       17
<PAGE>
(*)  Did  Not  Exercise  Any  Options

COMPENSATION OF DIRECTORS

We  do not currently pay any directors fees, but we pay the expenses, if any, of
our  directors  attending  board  meetings.


EMPLOYMENT  CONTRACTS  AND  CHANGE-IN-CONTROL  ARRANGEMENTS

We  have no currently active employment contracts. In connection with the change
of  control  arising  from  the  merger  of Sharp Technology and Celebrity, Alan
Pavsner,  Celebrity's  former chief executive, was replaced by our current chief
executive  officer.  On  January 1, 2001, we entered into a consulting agreement
with Marine Way Inc., a corporation wholly-owned by Alan Pavsner. This agreement
provides  that  Marine  Way, Inc. will support our efforts in a variety of areas
including  planning,  analysis  and  implementation  of market opportunities. As
compensation  for  its  services,  we  agreed  to pay Marine Way, Inc., a fee of
$10,000  a  month  during  the  24-month  term  of  the  agreement.


ITEM  11.  SECURITY  OWNERSHIP  OF  CERTAIN  BENEFICIAL  OWNERS  AND  MANAGEMENT

The  following  table  sets forth certain information as of March 15, 2002, 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 15, 2002 there
were  approximately  10,216,448  shares  of  our  common  stock  outstanding.

<TABLE>
<CAPTION>
--------------  -----------------------------------  -----------------  ---------
TITLE OF CLASS                 NAME                  NUMBER OF SHARES    PERCENT
                                                                OWNED   OF CLASS
--------------  -----------------------------------  -----------------  ---------
<S>             <C>                                  <C>                <C>
Common          George Sharp
Stock           13135 Champions Drive,                    2,190,799(1)     21.44%
                Suite 100
                Houston, TX  77069
--------------  -----------------------------------  -----------------  ---------
Common          Gilbert Gertner
Stock           1300 Post Oak Blvd, Suite 2222           1,165,125 (2)     11.04%
                Houston, TX, 77056
--------------  -----------------------------------  -----------------  ---------
Common          Alan Pavsner
Stock           18870 Still Lake Drive                         50,000       0.49%
                Jupiter, FL 33458
--------------  -----------------------------------  -----------------  ---------
Common          Louis Schwartz
Stock           13135 Champions Drive,                     623,169 (3)      6.10%
                Suite 100
                Houston, TX  77069
--------------  -----------------------------------  -----------------  ---------
Common          Robert Wesolek
Stock           5120 Woodway, Suite 10001                     651,556       6.38%
                Houston, TX  77056
--------------  -----------------------------------  -----------------  ---------
Common          All Executive Officers, Certain
Stock           Other Officers & Directors, as a
                group                                    4,029,093 (4)     38.17%
                (4 persons)
--------------  -----------------------------------  -----------------  ---------
</TABLE>

(1)  Includes  666,667  shares  of  common  stock pledged as collateral on debt.
(2) Includes 300,000 shares of common stock held in trust over which Mr. Gertner
is  the  sole  trustee,  and  333,333  shares  of  common  stock under a warrant
agreement  with  and  exercise price of $5.10 per share and no stated expiration
date.
(3)  Includes 6,667 shares of common stock under a 5-year option granted January
1,  2001.


                                       18
<PAGE>
(4)  Includes 300,000 shares of common stock held in trust and 340,000 shares of
common  stock  under  option  and  warrant  agreements


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  January  1, 1999, we entered into a deferred salary arrangement with our CEO
George  Sharp,  in which Mr. Sharp agreed to defer his annual salary of $150,000
from January 1, 1999, through December 31, 1999.  The accrued salary was due and
payable  in  full upon the CEO's request on or after January 1, 2000. On October
30,  2000, Mr. Sharp forfeited and forgave, without consideration, all rights to
the  deferred  salary.

On  January  15,  1999,  we  entered into a revolving credit line agreement (the
Revolving  Credit  Line)  with George Sharp, our CEO, in the amount of $750,000.
The  Revolving Credit Line bears interest at 10 percent per annum and is payable
on demand.  In addition to the interest payable on the Revolving Credit Line, we
agreed  to pay the CEO $200,000 and issue a total of 400,000 options at exercise
prices  from  $9  to  $30  per share. The options issued in connection with this
agreement  were not assigned a dollar value, as management believed the value of
the  options  was  de minimis at the date of issuance.  On October 30, 2000, Mr.
Sharp  voluntarily  forfeited  his  rights  to  the $200,000 payable and accrued
interest  on the Revolving Credit Line. On December 15, 2000, in connection with
the  merger  of  Sharp  Technology  and  Celebrity,  Mr.  Sharp also voluntarily
forfeited  his  rights  to  the  400,000 options issued in connection with these
transactions.

During  May  and  June  1999  respectively,  we  entered  into  two (2) software
development and marketing agreements with companies in which Robert Wesolek, our
chief  financial officer, is a controlling stockholder. We believe both of these
transactions  were  entered  into  under  arms-length terms at prevailing market
rates.  In the first agreement, we received a nonexclusive license to market and
otherwise  distribute  (in  association with our agreement with Qwest) copies of
the  desktop  software  product  Dr.  Y2K  through  December  31,  2000.  As
consideration,  we  agreed  to pay $150,000 and grant options to purchase 16,667
shares  of our common stock at an exercise price of $0.75 per share. The options
issued  in  connection  with this agreement were not assigned a dollar value, as
management  believed  the  value  of  the  options was de minimis at the date of
issuance.  During  December 2000, Mr. Wesolek voluntarily canceled these options
without  consideration.  In  the second agreement, we purchased program code and
maintenance services for our Internet content management program, It's Your Net,
for  use  in  connection  with  our  co-development  agreement  with  Qwest.  As
compensation,  we  paid fees of $200,000 and a royalty equivalent to $1 per copy
of  the  software  sold  or  transferred  for  use  to  a  customer.

On  January 1, 2000, we granted Gilbert Gertner, a shareholder and member of our
Board  of Directors, a warrant to purchase 333,333 of our shares of common stock
at  an  exercise  price  of  $5.10  per  share.  This  warrant  had no specified
expiration  date  and  was  granted  in  recognition  of  Mr.  Gertner's ongoing
contribution  to our growth and success. The value at of the warrant at its date
of  grant,  as  estimated  using  a  Black-Scholes  pricing model, was $411,000.

During  the period from February 2, 2000 to June 28, 2000, we entered into three
(3)  note  payable  agreements  totaling  $237,500  with  Gilbert  Gertner,  a
shareholder and member of our Board of Directors. All notes bore interest at 10%
per  annum  and  were  payable, in full, on demand. During September 2000, these
notes  were  repaid  using 52,778 shares of our common stock at a price of $4.50
each  in  connection  with a private placement of equity securities. On November
16,  December 12, 2000, and March 1, 2001, we entered into three additional note
payable  agreements with this stockholder in the amounts of $60,000, $40,000 and
$100,000  respectively.  These  notes  bear interest at 10 percent per annum and
are  payable on demand. As of December 31, 2001, the entire balance of all three
notes  remained  outstanding.

On January 1, 2001, we entered into a consulting agreement with Marine Way Inc.,
a  corporation wholly-owned by Alan Pavsner, former president of Celebrity and a
member of our Board of Directors.  This agreement provides that Marine Way, Inc.
will  support our efforts in a variety of areas including planning, analysis and
implementation  of  market  opportunities.  As compensation for its services, we
have  agreed  to  pay  Marine  Way,  Inc.,  a  fee of $10,000 a month during the
24-month  term  of  the  agreement.

During  March  2001,  we  obtained  a  guarantee  from  George  Sharp ,our chief
executive  officer,  to  pay all payroll taxes outstanding as of March 15, 2001,
together  with  the  amount  of  any related interest and penalty. The guarantee
calls  for  Mr. Sharp to make a loan to us to cover these amounts. The note will
be  payable upon demand by Mr. Sharp and will bear interest at a rate of 10% per
annum. As of December 31, 2001 we have received no funding under this guarantee.

During  March  2001,  we  borrowed  a  total  of  $55,000  under the terms of an
unsecured  credit  line agreement with Commercial Capital Trading Corporation, a
company  owned  by  our  chief  executive  officer. During the period from April
through  June 2001, we borrowed an additional $124,685 against that line. During
the  period  from July through September 2001, we reduced the amount due on this
line by a net amount of $27,120. During the period from October through December
2001,  reduced the amount due on this line by a net amount of $24,500. The total
amount  due of $128,065 at December 31, 2001 bears interest at 10% per annum and
is  payable,  in  full,  on  demand.


                                       19
<PAGE>
ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K


(a)  EXHIBITS

Exhibit  No.        Identification  of  Exhibit

1.1                 Incorporated  by  reference  to  the  Agreement  and Plan of
                    Merger of Sharp Holding Corporation, a Delaware Corporation,
                    and  Celebrity  Entertainment  Group,  Inc.,  A  Wyoming
                    Corporation  dated  April 19, 2001 previously filed on March
                    5, 2001 in connection with our Definitive Proxy Statement as
                    Appendix  A.

2.1                 Incorporated  by  reference  to  the Agreement  and  Plan of
                    Merger  and  Reorganization  between Celebrity Entertainment
                    Group,  Inc.,  Sharp  Florida  Acquisition  Corp.  and Sharp
                    Technology,  Inc.,  dated  December  18,  2000 as previously
                    filed  in  connection  with  our  Form 10-KSB filed April 2,
                    2001.

3.1(a)              Incorporated by reference to the Articles  of  Incorporation
                    of  Celebrity Entertainment Group, Inc., previously filed in
                    connection  with  our  registration  on  Form 10-SB files on
                    January  10,  2000.

3.1(b)              Incorporated  by  reference to the Amendment to the Articles
                    of  Incorporation  of  Celebrity  Entertainment Group, Inc.,
                    previously filed in connection with our registration on Form
                    10-SB  files  on  January  10,  2000.

3.1(c)              Incorporated  by  reference  to  the  Certificate  of Merger
                    previously filed in connection with our registration on Form
                    10-SB  files  on  January  10,  2000.

3.1(d)              Incorporated by reference to the Articles of Merger of Sharp
                    Florida  Acquisition  Corp., with and into Sharp Technology,
                    Inc., filed with State of Florida and as previously filed in
                    connection  with  our  Form  8-K  on  January  2,  2001.

3.1(e)              Incorporated  by reference to the Incorporated by  reference
                    to  the  Bylaws  of  Celebrity  Entertainment Group, Inc. as
                    previously  filed in connection with our Form 10-KSB for the
                    year  ended  December  31,  2000  and  filed  April 2, 2001.

3.2  (a)            Incorporated by reference to the Articles  of  Incorporation
                    of  Sharp  Holding  Corporation,  dated  February  16,  2001
                    previously  filed  on  March  5, 2001 in connection with our
                    Definitive  Proxy  Statement  as  Appendix  B.

3.2  (b)            Incorporated  by  reference  to  the  By-Laws  of  Sharp
                    Holding  Corporation,  dated  February  16,  2001 previously
                    filed  on  March  5,  2001 in connection with our Definitive
                    Proxy  Statement  as  Appendix  C.

4.1(a)              Incorporated  by  reference  to the Celebrity  Entertainment
                    Group,  Inc.,  specimen  of  common  stock  certificate  as
                    previously  filed in connection with our Form 10-KSB for the
                    year  ended  December  31,  2000  and  filed  April 2, 2001.

4.1(b)              Incorporated  by  reference  to  the  Sharp Technology, Inc.
                    common stock warrant for Gilbert Gertner as previously filed
                    in  connection  with  our  Form  10-KSB  for  the year ended
                    December  31,  2000  and  filed  April  2,  2001.

10.1(a)             Incorporated  by  reference  to  the  Consulting  Agreement
                    between  Celebrity Entertainment Group, Inc. and Marine Way,
                    Inc.  dated  December  18,  2000  and as previously filed in
                    connection  with  our  Form  8-K  on  January  2,  2001.

10.1(b)             Incorporated  by  reference  to  the  Credit Line Agreement
                    between  Sharp  Technology,  Inc.  and  Commercial  Capital
                    Trading  Corporation  dated  November  30,1999 as previously
                    filed  in connection with our Form 10-KSB for the year ended
                    December  31,  2000  and  filed  April  2,  2001.

10.1(c)             Incorporated  by  reference  to  the  Software  Marketing
                    Agreement  between  Sharp  Technology,  Inc.  and  Coherence
                    Technology,  Corp  dated May 15, 1999 as previously filed in
                    connection  with our Form 10-KSB for the year ended December
                    31,  2000  and  filed  April  2,  2001.

10.1(d)             Incorporated  by  reference  to  the  Software  Development
                    Agreement  between Sharp Technology, Inc. and the Navi-GATES
                    Corporation  dated  June  25,  1999  as  previously filed in
                    connection  with our Form 10-KSB for the year ended December
                    31,  2000  and  filed  April  2,  2001.

10.1(e)i            Incorporated  by  reference  to the  Promissory Note between
                    Sharp Technology, Inc. and Gilbert Gertner dated February 2,
                    2000  as previously filed in connection with our Form 10-KSB
                    for  the  year  ended  December  31, 2000 and filed April 2,
                    2001.


                                       20
<PAGE>
10.1(e)ii           Incorporated  by  reference  to  the Promissory Note between
                    Sharp  Technology,  Inc. and Gilbert Gertner dated April 15,
                    2000  as previously filed in connection with our Form 10-KSB
                    for  the  year  ended  December  31, 2000 and filed April 2,
                    2001.

10.1(e)iii          Incorporated  by  reference  to the Promissory  Note between
                    Sharp  Technology,  Inc.  and Gilbert Gertner dated June 28,
                    2000  as previously filed in connection with our Form 10-KSB
                    for  the  year  ended  December  31, 2000 and filed April 2,
                    2001.

10.1(e)iv           Incorporated  by  reference  to  the Promissory Note between
                    Sharp  Technology,  Inc.  and Gilbert Gertner dated November
                    16,  2000  as  previously  filed in connection with our Form
                    10-KSB  for the year ended December 31, 2000 and filed April
                    2,  2001.

10.1(e)v            Incorporated  by  reference to  the  Promissory Note between
                    Sharp  Technology,  Inc.  and Gilbert Gertner dated December
                    12,  2000  as  previously  filed in connection with our Form
                    10-KSB  for the year ended December 31, 2000 and filed April
                    2,  2001.

10.1(e)vi           Incorporated  by  reference  to  the Promissory Note between
                    Sharp  Technology,  Inc.  and Gilbert Gertner dated March 1,
                    2001  as previously filed in connection with our Form 10-QSB
                    for the Quarter ended March 31, 2001 and filed May 14, 2001.

10.1(f)i            Incorporated  by  reference to  the  US West  and  Sharp
                    Technology  Web  Site  Linking, Co-Branded Site Development,
                    Marketing,  and  Revenue  Sharing  for  US  West.net.  dated
                    December 16, 1998 as previously filed in connection with our
                    Form  10-KSB  for the year ended December 31, 2000 and filed
                    April  2,  2001.

10.1(f)ii           Incorporated  by  reference  to  the  US  West  And  Sharp
                    Technology  Development  And  Distribution  Partnership
                    Agreement  dated  November  3,  1999  as previously filed in
                    connection  with our Form 10-KSB for the year ended December
                    31,  2000  and  filed  April  2,  2001.

10.1(g)             Incorporated  by  reference  to  the Software  Purchase  and
                    License-Back  Agreement  between  Sharp  Technology, Inc and
                    Neoworx,  Inc.  dated September 20, 2001 as previously filed
                    in  connection  with  our  Form 10-QSB for the Quarter ended
                    September  30,  2001  and  filed  October  14,  2001.

99.1                Incorporated  by  reference  to  the  Certificate  of Merger
                    issued  by the Secretary of State of Wyoming dated April 12,
                    2001  previously  filed  on March 5, 2001 in connection with
                    our  Definitive  Proxy  Statement  as  Exhibit  99.1.

99.2                Incorporated  by  reference  to the  Certificate  of  Merger
                    issued by the Secretary of State of Delaware dated April 19,
                    2001  previously  filed  on March 5, 2001 in connection with
                    our  Definitive  Proxy  Statement  as  Exhibit  99.2.


(b)  REPORTS  ON  FORM  8-K

None

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  11,  2002.

Sharp  Holding  Corporation

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


Pursuant  to the requirement of the Exchange Act, this report has been signed by
the  following  persons  in  the  capacities  and  on  the  dates  indicated:


                                       21
<PAGE>
Signature                                               Date
---------                                               ----

By:  /s/  George  Sharp                             April 11, 2002
------------------------------------------------
George Sharp, Chairman of the Board of Directors


By:  /s/  Gilbert  Gertner                          April 11, 2002
------------------------------------------------
Gilbert Gertner, Director



By:  /s/  Alan  Pavsner                             April 11, 2002
------------------------------------------------
Alan Pavsner, Director




                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                                   ----------


                        CONSOLIDATED FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000


                                       22
<PAGE>
                    SHARP HOLDING CORPORATION AND SUBSIDIARY

                                TABLE OF CONTENTS

                                   ----------


                                    PAGE F-1
                                    --------

                                                                 PAGE
                                                                 ----

Report of Independent Accountants                                 F-2

Consolidated  Financial  Statements:

  Consolidated Balance Sheet as of December 31,                   F-3
    2001 and 2000

  Consolidated Statement of Operations for the                    F-4
    years ended December 31, 2001 and 2000

  Consolidated Statement of Stockholders' Deficit                 F-5
    for the years ended December 31, 2001 and 2000

  Consolidated Statement of Cash Flows for the years              F-7
    ended  December  31,  2001  and  2000

Notes to Consolidated Financial Statements                        F-8


                                       23
<PAGE>
                                    PAGE F-2
                                    --------



                        REPORT OF INDEPENDENT ACCOUNTANTS
                        ---------------------------------


To  the  Board  of  Directors
Sharp  Holding  Corporation


We  have  audited  the accompanying consolidated balance sheets of Sharp Holding
Corporation,  a  Delaware  corporation, (formerly Celebrity Entertainment Group,
Inc.)  as of December 31, 2001 and 2000, and the related consolidated statements
of  operations,  stockholders'  deficit and cash flows for the years then ended.
These  consolidated financial statements are the responsibility of the Company's
management.  Our  responsibility  is to express an opinion on these consolidated
financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the consolidated financial position of Sharp
Holding  Corporation  as of December 31, 2001 and 2000, and the results of their
operations  and  their  cash  flows for the years then ended, in conformity with
accounting  principles  generally  accepted  in  the  United  States of America.

The  accompanying  consolidated financial statements have been prepared assuming
that the Company will continue as a going concern. As discussed in Note 2 to the
consolidated  financial  statements,  the  Company has suffered recurring losses
from  operations  that  totaled  $1,744,719  and  $4,888,306 for the years ended
December  31,  2001 and 2000, respectively. These recurring losses have produced
an  accumulated  deficit  of  $8,291,086,  and  a  working  capital  deficit  of
$2,396,935  as  of  December  31,  2001. From time to time, 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, 2001. The amount of delinquent tax
deposits  has  increased  in  2001,  and  the Company is subject to interest and
penalties  in  connection  therewith.  The  Company may experience negative cash
flows  as  it  pursues its business strategy, which would necessitate additional
financing.  The  Company  has  not  secured  any commitments for such additional
financing  requirements.  These  matters  raise  substantial  doubt  as  to  the
Company's ability to continue as a going concern. Management's plans with regard
to  these  matters  are  also  described  in  Note 2. The consolidated financial
statements  do  not  include  any adjustments relating to the recoverability and
classification  of  asset  carrying  amounts or the amount and classification of
liabilities  that  might  result  should  the Company be unable to continue as a
going  concern.

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


Houston, Texas
April 8, 2002


                                       24
<PAGE>
<TABLE>
<CAPTION>
                                    PAGE F-3
                                    --------

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                          CONSOLIDATED BALANCE SHEETS
                           DECEMBER 31, 2001 AND 2000

                                   ----------


                                                               2001          2000
                                                           ------------  ------------
<S>                                                        <C>           <C>
ASSETS
------

Current assets:
  Cash and cash equivalents                                $    27,295   $    55,586
  Accounts receivable                                            2,012       721,465
                                                           ------------  ------------

     Total current assets                                       29,307       777,051

Property and equipment, net                                     71,818       117,849

Software development costs and other, net                        1,450       266,611
                                                           ------------  ------------

     Total assets                                          $   102,575   $ 1,161,511
                                                           ============  ============

LIABILITIES AND STOCKHOLDERS' DEFICIT
----------------------------------------------

Current liabilities:
  Accounts payable                                         $   879,866   $   724,840
  Accrued liabilities                                          567,623       254,167
  Software obligations payable                                       -       100,000
  Notes payable to related parties                             328,065       100,000
  Notes payable                                                290,000       833,750
  Current portion of deferred revenue                          360,688       364,025
                                                           ------------  ------------

     Total current liabilities                               2,426,242     2,376,782

Deferred revenue, net of current portion                             -       242,683

Commitments and contingencies

Stockholders' deficit:
  Common stock, $.001 par value, 80,000,000 shares
    authorized, 10,216,448 shares and 9,235,823 shares
    issued and outstanding,
    respectively                                                10,217         9,236
  Additional paid-in capital                                 5,957,202     5,079,177
  Accumulated deficit                                       (8,291,086)   (6,546,367)
                                                           ------------  ------------

     Total stockholders' deficit                            (2,323,667)   (1,457,954)
                                                           ------------  ------------

     Total liabilities and stockholders' deficit           $   102,575   $ 1,161,511
                                                           ============  ============
</TABLE>


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

                                       25
<PAGE>
<TABLE>
<CAPTION>
                                    PAGE F-4
                                    --------

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE YEARS ENDED DECEMBER 31, 2001, AND DECEMBER 31, 2000

                                   ----------


                                                             2001          2000
                                                         ------------  ------------
<S>                                                      <C>           <C>
Revenues:
  Subscriptions                                          $   377,000   $ 1,414,200
  Licenses                                                   364,020       121,341
  Services and other                                         759,984       283,153
                                                         ------------  ------------

     Total revenues                                        1,501,004     1,818,694

Operating expenses:
  Cost of sales and services                                 346,093       760,391
  Selling, general and administrative, including stock-
    based consideration of $783,506 and
     $2,465,673, respectively                              2,846,557     5,387,211
                                                         ------------  ------------

     Total operating expenses                              3,192,650     6,147,602
                                                         ------------  ------------

     Loss from operations                                 (1,691,646)   (4,328,908)

Interest expense including stock-based consideration
   of $351,305 in 2000                                        94,942       477,750

Other expense                                                 62,873        81,648
                                                         ------------  ------------

Net loss, before extraordinary items                      (1,849,461)   (4,888,306)

Extraordinary item, gain on settlement of payables           104,742             -
                                                         ------------  ------------

Net loss                                                 $(1,744,719)  $(4,888,306)
                                                         ============  ============

Basic and diluted net loss per share                     $     (0.18)  $     (0.79)
                                                         ============  ============

Weighted average shares used in computing basic and
  diluted net loss per share                               9,696,713     6,195,340
                                                         ============  ============
</TABLE>


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


                                       26
<PAGE>
<TABLE>
<CAPTION>
                                    PAGE F-5
                                    --------

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                  FOR THE YEAR ENDED DECEMBER 31, 2001 AND 2000

                                   ----------

                                                        ADDITIONAL                        TOTAL
                                      COMMON STOCK       PAID-IN       ACCUMULATED    STOCKHOLDERS'
                                     SHARES    VALUE     CAPITAL         DEFICIT         DEFICIT
                                    ---------  ------  ------------  ---------------  ------------
<S>                                 <C>        <C>     <C>           <C>              <C>
Balance at December 31, 1999        5,666,667  $1,000  $         -   $   (1,658,061)  $(1,657,061)

Capital contribution concurrent
  with change in par value                  -   4,667       11,333                -        16,000

Issuance of common stock for cash
  and conversion of notes payable     254,000     254    1,142,746                -     1,143,000

Issuance of common stock and war-
  rants for services                  350,247     351    2,175,024                -     2,175,375

Issuance of common stock for
  purchase of assets                   70,333      70      274,229                -       274,299

Issuance of common stock for con-
  version of notes payable and
  exercise of related warrants        146,333     146      438,854                -       439,000

Exercise of warrants to purchase
  common stock                         33,333      33          (33)               -             -

Shares issued in recapitaliza-
  tion                              2,654,910   2,655       (2,655)               -             -

Issuance of warrants with debt              -       -      351,305                -       351,305

Issuance of common stock for cash      60,000      60      299,940                -       300,000

Forgiveness of payables by related
  party                                     -       -      388,434                -       388,434

Net loss                                    -       -            -       (4,888,306)   (4,888,306)
                                    ---------  ------  ------------  ---------------  ------------

Balance at December 31, 2000        9,235,823  $9,236  $ 5,079,177   $   (6,546,367)  $(1,457,954)
                                    =========  ======  ============  ===============  ============
</TABLE>


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


                                       27
<PAGE>
<TABLE>
<CAPTION>
                                    PAGE F-6
                                    --------

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
                 FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000

                                   ----------

                                                         ADDITIONAL                        TOTAL
                                      COMMON     STOCK     PAID-IN      ACCUMULATED    STOCKHOLDERS'
                                      SHARES     VALUE     CAPITAL        DEFICIT         DEFICIT
                                    ----------  -------  -----------  ---------------  ------------
<S>                                 <C>         <C>      <C>          <C>              <C>
December 31, 2000                    9,235,823  $ 9,236  $ 5,079,177  $   (6,546,367)  $(1,457,954)

Issuance of warrants and options
  as compensation to employees and
  consultants                                -        -       58,856               -        58,856

Issuance of common stock and war-
  wants in settlement of debt          100,625      101       95,399               -        95,500

Issuance of common stock as com-
  pensation to employees and
  consultants                          880,000      880      723,770               -       724,650

Net loss                                     -        -            -      (1,744,719)   (1,744,719)
                                    ----------  -------  -----------  ---------------  ------------

Balance at December 31, 2001        10,216,448  $10,217  $ 5,957,202  $   (8,291,086)  $(2,323,667)
                                    ==========  =======  ===========  ===============  ============
</TABLE>


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

                                       28
<PAGE>
<TABLE>
<CAPTION>
                                    PAGE F-7
                                    --------

                       SHARP HOLDING CORPORATION AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 2001, AND 2000

                                      __________


                                                                2001          2000
                                                            ------------  ------------
<S>                                                         <C>           <C>
Cash flows from operating activities:
  Net loss                                                  $(1,744,719)  $(4,888,306)
  Adjustments to reconcile net loss to net cash
  provided by (used in) operating activities-
    Extraordinary gain                                         (104,742)            -
    Stock-based consideration                                   783,506     2,816,978
    Depreciation                                                 47,431        41,673
    Changes in operating assets and liabilities-
     Decrease (increase) in accounts receivable                 719,453      (515,665)
     Decrease in other current assets                                 -        15,843
     Decrease (increase) in other assets                        265,161      (121,611)
     Increase in accounts payable and accrued liabilities       593,724       605,201
    (Decrease) in software obligations payable                  (25,000)      (96,698)
    (Decrease) increase in deferred revenue                    (246,020)      606,708
                                                            ------------  ------------

       Net cash provided by (used in) operating activities      288,794    (1,535,877)
                                                            ------------  ------------

Cash flows from investing activities:
  Purchases of property and equipment                            (1,400)      (57,855)
                                                            ------------  ------------

       Net cash used in investing activities                     (1,400)      (57,855)
                                                            ------------  ------------

Cash flows from financing activities:
  Proceeds from issuance of common stock                              -       955,500
  Proceeds from borrowings                                      601,855     3,013,252
  Repayment of borrowings                                      (917,540)   (2,345,150)
                                                            ------------  ------------

       Net cash (used in) provided by financing activities     (315,685)    1,623,602
                                                            ------------  ------------

Net (decrease) increase in cash and cash equivalents            (28,291)       29,870

Cash and cash equivalents at beginning of period                 55,586        25,716
                                                            ------------  ------------

Cash and cash equivalents at end of period                  $    27,295   $    55,586
                                                            ============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                    $    45,368   $    94,387
                                                            ============  ============

Noncash investing and financing activities:
    Purchase of assets with common stock                    $         -   $   274,299
                                                            ============  ============

    Payables converted to common stock and paid-in capital  $    95,500   $ 1,314,934
                                                            ============  ============
</TABLE>


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

                                       29
<PAGE>
                                    PAGE F-8
                                    --------

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

                                   ----------

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

     Sharp  Holding Corporation ("Sharp"), a Delaware corporation, together with
     its wholly owned subsidiary, Sharp Technology, Inc. ("Sharp Technology"), a
     Delaware  corporation  (collectively,  the "Company"), develops and markets
     Internet-related  software  products  and  provides  innovative  marketing
     solutions  to  strategic  partners.

     On April 19, 2001, pursuant to an affirmative vote of its shareholders, the
     Company's  predecessor  corporation,  Celebrity  Entertainment  Group, Inc.
     ("Celebrity")  entered  into  an  Agreement  and  Plan  of  Merger  (the
     "Agreement")  with  and  into  its wholly-owned Delaware subsidiary, Sharp.
     Under the terms of the Agreement, Sharp was the surviving corporation. As a
     result,  the Company's name was changed from Celebrity Entertainment Group,
     Inc., to Sharp Holding Corporation, and the Company's state of domicile was
     moved  from  Wyoming  to  Delaware.  Furthermore,  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.  At the close of the
     transaction,  the  Company's  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.

     On  December 18, 2000, all of the outstanding stock of Sharp Technology was
     acquired  by  Sharp  Florida  Acquisition  Corporation,  a  wholly  owned
     subsidiary  of  Celebrity  in  a  transaction  whereby  Sharp  Technology's
     stockholders  received  one share of Celebrity common stock for every three
     shares  of  Sharp Technology common stock. In addition, outstanding options
     and  warrants  to  purchase common stock of Sharp Technology were exchanged
     for  options  and  warrants to purchase Celebrity common stock based on the
     exchange  ratio  discussed  above.

     The acquisition was accounted for as a recapitalization of Sharp Technology
     for  financial  reporting  and  accounting  purposes;  therefore,  Sharp
     Technology  is  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. Celebrity did not have significant operations prior to the
     acquisition;  therefore,  pro  forma  presentation  of  combined results of
     operations  for  the periods presented is not considered meaningful and has
     been  omitted.


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

     The  Company  has  suffered  recurring  losses from operations that include
     $1,744,719,  and $4,888,306 for the years ended December 31, 2001 and 2000,
     respectively.  These  recurring losses have produced an accumulated deficit
     of  $8,291,086,  and a working capital deficit of $2,396,935 as of December
     31,  2001.  Operating  losses and negative cash flows have continued during
     2002.  As  a  result  of  shortfalls in anticipated funding, the Company is
     delinquent  on certain payroll tax deposits due the IRS. In order to secure
     payment  of  the  delinquent  deposits  and  penalties  the


                                       30
<PAGE>
     Company has arranged a guarantee of payment by its Chief Executive Officer.
     Management is currently pursuing a business strategy that includes building
     a reserve for the payment of future payroll taxes, increasing the Company's
     sales  and  marketing  efforts  and  monitoring  operating  expenses. While
     pursuing  this  strategy,  the  Company  expects  to  experience  cash flow
     deficits,  which  will  necessitate  additional  financing.  Management  is
     confident  that  alternative  forms  of  financing  and  liquidity  will be
     available;  however,  there can be no assurances that future debt or equity
     funding will be available or have terms the Company finds acceptable. These
     events raise a substantial doubt as to the Company's ability to continue as
     a  going  concern.

     The  Company  has  financed its operations from inception primarily through
     private  financing  transactions  and  receipt  of  payments  related  to
     agreements  with  Qwest  Communication  Services,  Inc.  ("Qwest") One such
     agreement  included the release of a content management software program to
     all Qwest .net customers and potential .net customers. The Company believes
     Qwest's non-performance on this agreement cost the Company in excess of two
     million  dollars  of actual damages and twenty million dollars in projected
     revenue.  The  Company  expects to exercise its right to enter into binding
     arbitration  with  Qwest to force specific performance under this agreement
     or  be compensated for its loss of revenue. The Company's future success is
     dependent  upon  many factors including, but not limited to, its ability to
     perform  the  following:  continue  to  develop  and  market  products  and
     services,  create  new  Redistribution  Partnerships,  and obtain the funds
     necessary  to  complete these activities. As a result of the aforementioned
     factors  and  the  related  uncertainties, there can be no assurance of the
     Company's  future  success.


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

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

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

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

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

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

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

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

     Credit  risk represents the accounting loss that would be recognized at the
     reporting  date  if  counterparties  failed  to  perform as contracted. The
     principal  financial  instrument  subject  to  credit  risk  is  accounts
     receivable.  At  December  31,  2001  and  2000,  the Company relied on one
     significant  customer for substantially all of its subscription and license
     receivables and revenues. Loss of this customer 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


                                       31
<PAGE>
     banks'  financial  stability. Balances periodically may exceed the $100,000
     federal  depository  insurance  limit;  however,  the  Company  has  not
     experienced  any  losses  on  deposits.

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

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

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

     The  costs  of  internally developed software for resale are expensed until
     the technological feasibility of the software product has been established.
     Thereafter,  software  development  costs  and purchased software costs are
     capitalized  and  subsequently reported at the lower of unamortized cost or
     net  realizable  value.  The  capitalized  software  costs  are  amortized
     generally  over 12 to 24 months. At December 31, 2001 and 2000, accumulated
     amortization  was  $1,540,782  and $1,270,073, respectively. These expenses
     were  reported  within  cost  of  sales  and  services  in the accompanying
     statements  of  operations.

     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.

     Amounts  received  from  Qwest for distribution of software products to its
     new  customers  (see  Note  5)  are  nonrefundable  and  are  classified as
     subscriptions.  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.

     The  Company  adopted  Securities  and  Exchange  Commission  (SEC)  Staff
     Accounting  Bulletin  (SAB)  No.  101,  "Revenue  Recognition  in Financial
     Statements."  The  adoption of this standard did not have a material impact
     on  the  Company's  financial  position  or  results  of  operations.

     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


                                       32
<PAGE>
     well  as net gains or losses on sales of assets as a component of operating
     income.  As  of December 31, 2001 and 2000, 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  the  fair value of its financial instruments is different
     from  the  book  value.  When  the  book  value approximates fair value, no
     additional  disclosure  is  made.

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

     In accordance with SFAS No. 123, "Accounting for Stock-Based Compensation,"
     the  Company  can  adopt  either  of  two  methods for accounting for stock
     options  granted  to  employees.  The  Company  has  elected to account for
     stock-based  compensation  plans  under  Accounting  Principles Board (APB)
     Opinion  No. 25, "Accounting for Stock Issued to Employees," and to provide
     pro  forma  disclosures  required  by  SFAS  No.  123  (see  Note  9).

     COMPREHENSIVE  LOSS
     -------------------

     The  Company  has  adopted  SFAS No. 130, "Reporting Comprehensive Income".
     Comprehensive  income  (loss)  includes  such  items as unrealized gains or
     losses  on  certain  investment  securities  and  certain  foreign currency
     translation adjustments. The Company's financial statements include none of
     the  additional  elements  that  affect  comprehensive income. Accordingly,
     comprehensive  income  and  net  income  are  identical.

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

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

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

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

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

     In  June  2001, the FASB issued Financial Accounting Standard SFAS No. 142,
     "Goodwill  and  Other  Intangible  Assets".  SFAS  No.  142  eliminates the
     amortization  of  goodwill  and requires that goodwill be reviewed annually
     for  impairment.  SFAS  No.  142  also  requires  that  the useful lives of
     previously  recognized  intangible  assets  be reassessed and the remaining
     amortization periods be adjusted accordingly. SFAS No. 142 is effective for
     fiscal years beginning after December 15, 2001 and affects all goodwill and
     other  intangible  assets  recorded  on the Company's balance sheet at that
     date,  regardless  of  when  the  assets  were  initially  recorded.  The
     implementation of SFAS No. 142 is not expected to have a material impact on
     the  Company's  results  of  operations  or  financial  position.


                                       33
<PAGE>
     In  June  2001,  the  FASB  issued  SFAS  No.  143,  "Accounting  for Asset
     Retirement  Obligations".  SFAS  No. 143 addresses accounting and reporting
     for  obligations  associated  with  the  retirement  of tangible long-lived
     assets  and  the  associated  asset  retirement  costs.  This  statement is
     effective  for fiscal years beginning after June 15, 2002. The Company does
     not  expect the implementation of SFAS No. 143 to have a material impact on
     the  Company's  results  of  operation  or  financial  position.

     In  July  2001,  the  FASB  issued SFAS No. 144, "Impairment or Disposal of
     Long-Lived  Assets",  which  is  effective for fiscal years beginning after
     December  15,  2001.  The  provisions  of  this  statement provide a single
     accounting  model for impairment of long-lived assets. The Company does not
     expect  the implementation of SFAS No. 144 to have a material impact on the
     Company's  results  of  operation  or  financial  position.


4.   DETAIL  OF  BALANCE  SHEET  ACCOUNTS
     ------------------------------------

     Property  and  equipment  consist  of  the  following:

                                                  DECEMBER 31
                               USEFUL LIVES  ---------------------
                                 IN YEARS       2001       2000
                               ------------  ----------  ---------
COMPUTER EQUIPMENT                        3  $  79,664   $ 78,264
FURNITURE AND FIXTURES                    5    106,008    106,008
LEASEHOLD IMPROVEMENTS                    1      1,720      1,720
                                             ----------  ---------
                                               187,392    185,992
LESS ACCUMULATED DEPRECIATION                 (115,574)   (68,143)
                                             ----------  ---------

  Property and equipment, net                $  71,818   $117,849
                                             ==========  =========


  Accrued  liabilities  consist  of  the  following:

                                      DECEMBER 31
                                    2001      2000
                                  --------  --------
       Payroll and related taxes  $457,281  $178,198
       Interest                     97,548    51,018
       Other                        12,794    24,951
                                  --------  --------

         Total                    $567,623  $254,167
                                  ========  ========


5.   TECHNOLOGY  AND  INTERNET  APPLICATION  AGREEMENTS
     --------------------------------------------------

     In  December  1998,  the Company entered into a co-branded site development
     and revenue sharing agreement with US West Communications, Inc. ("US West,"
     now Qwest). Under specified provisions of the agreement, in September 1999,
     the  Company delivered a collection of three Internet software applications
     (the  Collection)  to  then  current  US West Internet access customers. In
     September  1999,  the Company licensed US West the rights to distribute the
     Collection  to  customers who purchase US West's Internet access during the
     period  from August 1, 1999, through December 31, 2000. Total consideration
     paid  to  the  Company  for distribution of the Collection to customers who
     purchased  US West's Internet access during the period of the agreement was
     $1,440,000.  During  2001, the Company granted Qwest a limited extension of
     time  to complete distribution of its inventory of the Collection for which
     the  Company we received additional compensation in the amount of $200,000.

     On  March  30,  1999,  the  Company  entered into a purchase agreement with
     Netsnitch,  LLC  (Netsnitch).  Pursuant  to  the provisions of the Purchase
     Agreement,  Netsnitch  transferred  ownership  of  specified  proprietary
     internet  technology  (the  Proprietary  Technology)  to  the  Company.  In
     consideration  for  the  acquisition  of  the  Proprietary  Technology, the
     Company  agreed  to  pay  Netsnitch  (a)  royalties  based  on usage of the


                                       34
<PAGE>
     Proprietary  Technology,  (b) $256,800 as a lump-sum royalty in association
     with  the  Company's  Agreement  with  US  West,  (c) 133,333 shares of the
     Company's  common  stock  and  (d)  a warrant to purchase 266,667 shares of
     common  stock at an exercise price of $5.10 per share. On June 5, 2001, the
     Company granted 50,000 shares of unregistered common stock and a warrant to
     purchase  300,000  shares of unregistered common stock, at $3.00 per share,
     to  NetSnitch  LLC.  The stock purchase warrant expires June 5, 2006. These
     securities  were  issued  as  compensation  under  the  terms of a software
     purchase  agreement  in  exchange  for  a contract payable in the amount of
     $75,000  and the forfeiture of two warrants granting NetSnitch the right to
     purchase  266,667  shares of the Company's common stock at $5.10 per share.

     On  August  31,  1999,  the  Company  entered  into  an  original equipment
     manufacturers  (OEM)/reseller  agreement  (the OEM/Reseller Agreement) with
     CBT  Systems,  Limited  (CBT).  Under  the  provisions  of the OEM/Reseller
     Agreement,  CBT  granted  the  Company  a nonexclusive right and license to
     market  and  otherwise distribute, pursuant to the Company's agreement with
     US  West,  certain  of  CBT's  Internet  interactive  training software. In
     consideration for the OEM/Reseller Agreement, the Company agreed to pay CBT
     a  total  of  $200,000.  During  November 2001, the remaining obligation of
     $71,775  outstanding  under  this  contract  was  settled for the amount of
     $14,350,  resulting  in  an  extraordinary  gain  of  $57,425.

     In  November  1999, the Company entered into a development and distribution
     partnership  agreement  with US West, now Qwest. Pursuant to the provisions
     of  this agreement, the Company was required to complete the development of
     a certain Internet software application to be offered and marketed by Qwest
     to  its  Internet  access customers. Qwest agreed to pay up to $125,000 for
     development  costs  and  50  percent  of all royalties due ($1.00 per copy)
     under  this  agreement. The Company delivered the completed software during
     November,  2000  and  the  Company  was  paid the $125,000 consideration by
     Qwest.  As  of December 31, 2001, however, Qwest has failed to act upon its
     commitment  to actively market the product and as such the Company believes
     that  Qwest  is  in  breach  of  the  contract.

     On  February  8,  2000,  the  Company  entered  into a software development
     agreement  with  the  Neoworx  Corporation  (Neoworx).  Pursuant  to  this
     agreement,  Neoworx  developed,  created  and delivered certain programming
     code  and  materials and provided software implementation services pursuant
     to  the  Company's  agreement  with  US  West.  In  consideration  for this
     agreement,  the  Company  paid  Neoworx  $135,000  and  issued a warrant to
     purchase  60,000  shares  of common stock at an exercise price of $5.10 per
     share.  Upon  issuance, the 60,000 warrants were valued at $24,660 based on
     fair  market  value as determined using the Black-Scholes pricing model. On
     January  15,  2001,  the  Company concluded the agreement with Neoworx, and
     agreed  to  pay  a  final  amount  of  $62,500.  All amounts due under this
     agreement  were  paid  or  settled  during  2001.

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

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


                                       35
<PAGE>
     On  September  20,  2001  the  Company  entered  into  a  software purchase
     agreement with Neoworx.  Under the terms of the agreement, the Company sold
     Neoworx  intellectual  property  rights in the HackTracer software code. In
     exchange  for  those rights, the Company received $650,000 and a license to
     sell  HackTracer  for  120  days  following  the purchase transaction. This
     agreement  does  not  limit  the  Company's  ability  to  develop or market
     competing  software  products.  Accordingly, the Company intends to develop
     and  release  an advanced software firewall during the first half of fiscal
     year  2002.

6.   RELATED-PARTY  TRANSACTIONS
     ---------------------------

     On  January 1, 1999, the Company entered into a deferred salary arrangement
     with  its  CEO,  in  which  the  CEO  agreed  to defer his annual salary of
     $150,000  from  January  1, 1999, through December 31, 1999. On October 30,
     2000,  the  CEO forfeited and forgave, without consideration, all rights to
     the  deferred  salary  at  which  time  $150,000 was credited to additional
     paid-in  capital.

     On  January  12,  1999,  the Company entered into a purchase agreement with
     Commercial  Capital  Trading  Corporation  ("CCTC"), a company owned by the
     Company's  CEO,  for  certain  furniture  and equipment. The total purchase
     price for the furniture and equipment was $107,250 and was financed through
     a  note  agreement  between  CCTC  and  the Company. The note was due on or
     before  December  31,  1999,  and bore interest at a rate of 10 percent per
     annum. In October 1999, the Company paid the principal on the note in full.
     Related  interest of $8,903 was included in amounts due to related party at
     December  31,  1999. During January 1999, the Company and CCTC also entered
     into  three separate assumption agreements, whereby the Company assumed the
     leases  on certain office space and equipment originally leased by CCTC. On
     October  30,  2000,  CCTC  forfeited  rights to the accrued interest on the
     Note,  at which time the amount was credited to additional paid-in capital.

     On  January  15,  1999,  the  Company  entered into a revolving credit line
     agreement  (the Revolving Credit Line) with the Company's CEO in the amount
     of  $750,000.  The  Revolving  Credit Line bears interest at 10 percent per
     annum  and is payable on demand. In addition to the interest payable on the
     Revolving Credit Line, the Company agreed to pay the CEO $200,000 and issue
     a  total  of  400,000 options at exercise prices ranging from $9 to $30 per
     share.  The  options  issued  to the Company's CEO have not been assigned a
     dollar  value,  as  management  believes  the  value  of the options was de
     minimis  at the date of issuance (See Note 9). On October 30, 2000, the CEO
     forfeited  his  right  to  the $200,000 payable and accrued interest on the
     Revolving  Credit  Line,  at  which  time  the  amounts  were  credited  to
     additional  paid-in  capital.  On  December 15, 2000, the CEO forfeited his
     rights  to  the  400,000  options  issued  in  connection  with the merger.

     On  May  15,  1999, the Company entered into a software marketing agreement
     with  Coherence Technology, Inc. (Coherence), in which one of the Company's
     stockholders  and  officers  holds  a  43.75 percent interest. The software
     marketing  agreement  provides  that  Coherence  grant  the  Company  the
     nonexclusive  right  and  license  to  market  and otherwise distribute, in
     association  with  the  Company's Agreement with Qwest, copies of a desktop
     software  program  developed  by  Coherence. The term of this agreement was
     through  December  31,  2000.  As  consideration, the Company agreed to pay
     $150,000  and granted Coherence options to purchase 16,667 shares of common
     stock  at  an  exercise  price  of  $0.75  per share. The options issued to
     Coherence have not been assigned a dollar value, as management believes the
     value  of  the options was de minimis at the date of issuance (See Note 9).
     On  December  15, 2000, Coherence forfeited its right to the 16,667 options
     granted  in  connection  with  this  agreement.


                                       36
<PAGE>
     On June 25, 1999, the Company entered into a software development agreement
     with  the Navi-GATES Corporation (Navi-GATES), which is wholly owned by one
     of  the  Company's  stockholders  and officers. Pursuant to this agreement,
     Navi-GATES  developed,  created and delivered certain programming codes and
     materials  and  provided software implementation services. In consideration
     for  this  agreement,  the  Company agreed to pay Navi-GATES $200,000 and a
     royalty  equivalent  to  one  dollar per copy of developed software sold or
     transferred  for  use  to a customer. As of December 31, 2001 and 2000, the
     Company  recorded  net  costs  associated  with  this  software development
     agreement  of  $103,911  and  $68,411,  respectively.

     On  November  30,  1999,  the Company entered into an unsecured credit line
     agreement (the Credit Line) with CCTC, whereby CCTC agreed to advance funds
     to  the Company for use as operating capital. The note bears interest at 10
     percent  per annum and is payable on demand. At December 31, 2001 and 2000,
     the  outstanding  balance  on  the  Credit  Line  was  $128,065  and  $-0-,
     respectively.

     On  February  2,  April 15 and June 28, 2000, the Company entered into note
     payable  agreements with a stockholder in the amounts of $100,000, $100,000
     and  $37,500, respectively. The notes bear interest at 10 percent per annum
     and  are  payable  on  demand.  On September 29, 2000, all three notes were
     converted  to  equity for the purchase of 52,778 shares. On November 16 and
     December  12,  2000,  the Company entered into note payable agreements with
     this  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. At December 31, 2001 and 2000
     the  respective  balance  on  these  notes  outstanding  was  $200,000  and
     $100,000.

7.   NOTES  PAYABLE
     --------------

     Notes payable to related parties are included in related-party transactions
     Footnote  6.  Other notes payable outstanding at December 31, 2001 and 2000
     consist  of  the  following:


                                                           2001      2000
                                                         --------  --------
     Note payable to an individual, bearing interest
       of 18% per year, payable on demand, uncollat-
       eralized.                                         $ 90,000  $      -

     Notes payable to a stockholder, bearing interest
       at 10% per year, payable on demand, and guar-
       anteed by the Company's CEO.                       200,000   200,000

     Note payable to a financial institution, bearing
       interest at 7.5%, due March 26, 2001, collat-
       eralized by a certificate of deposit owned by
       the Company's CEO.                                       -   300,000

     Note payable to a financial institution, bearing
       interest of prime plus .5% (10.0% at December
       31, 2000), due February 20, 2001, collateralized
       by a certificate of deposit owned by the Com-
       pany's CEO and all accounts and other property
       of the Company.                                          -   300,000

     Note payable to an individual, bearing interest
       at 10% per year, due January 10, 2001, uncol-
       lateralized.                                             -    15,000

     Note payable to a company, bearing interest at
       10% per year, due on demand, uncollateralized.           -    18,750
                                                         --------  --------

                                                         $290,000  $833,750
                                                         ========  ========


                                       37
<PAGE>
8.   INCOME  TAXES
     -------------

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

                                             DECEMBER 31
                                     --------------------------
                                         2001          2000
                                     ------------  ------------

Net operating loss carryforwards     $ 2,325,478   $ 1,744,533
Technology license                        23,290        33,490
Accrued expenses not yet deductible       50,753         8,840
Contributions carryforward                 2,040         2,040
Property and equipment                    (3,249)         (794)
                                     ------------  ------------

    Total deferred tax assets          2,398,312     1,788,109

Less valuation allowance              (2,398,312)   (1,788,109)
                                     ------------  ------------

    Net deferred tax assets          $         -   $         -
                                     ============  ============

     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,  2001  and  2000  is  as  follows:

                                           2001                    2000
                                   --------------------  ----------------------
                                     AMOUNT    PERCENT      AMOUNT     PERCENT
                                   ----------  --------  ------------  --------
  Benefit for income tax at
    federal statutory rate         $(593,204)   (34.0%)  $(1,662,024)   (34.0%)
  Non-deductible expenses            162,672       9.3       453,495       9.3
  Other                             (179,671)    (10.3)      (24,672)     (0.5)
  Increase in valuation allowance    610,203      35.0     1,233,201      25.2
                                   ----------  --------  ------------  --------

                                   $       -         -%  $         -         -%
                                   ==========  ========  ============  ========

     As of December 31, 2001, the Company has generated net operating loss (NOL)
     carryforwards  of approximately $6.84 million which are 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,  2001  and  2000.


9.   COMMON  STOCK  AND  PREFERRED  STOCK
     ------------------------------------

     CAPITAL  CONTRIBUTION
     ---------------------

     In  February  2000,  the  Company  amended its articles of incorporation to
     change  the  par  value of its common stock from no par to $.001 per share.
     Concurrently,  the  Company's  CEO  forgave  $16,000  in amounts due him to
     increase  his  capital  contribution. No additional shares were issued upon
     this  conversion.


                                       38
<PAGE>
     PREFERRED STOCK
     ---------------

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

     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
     nonemployees  in  exchange  for  equity  instruments.

     A  summary  of  the Company's stock options and warrants as of December 31,
     2001  and  2000,  is  as  follows:

<TABLE>
<CAPTION>
                                                                 Price
                                        Options    Warrants    Per Share
                                       ---------  ----------  ------------
<S>                                    <C>        <C>         <C>
     Outstanding at December 31, 1999   435,000     333,333   $0.75-$30.00
     Granted                             49,000   1,340,556   $ 3.00-$6.00
     Exercised                                -    (206,556)  $       3.00
     Forfeited/canceled                (416,667)   (333,333)  $0.75-$30.00
                                       ---------  ----------

     Outstanding at December 31, 2000    67,333   1,134,000   $ 4.50-$6.00
     Granted                            102,470     349,999   $1.00-$15.00
     Exercised                                -           -              -
     Forfeited/canceled                  (6,667)   (289,001)  $ 5.00-$9.00
                                       ---------  ----------

     Outstanding at December 31, 2001   163,136   1,194,998   $1.00-$15.00
                                       =========  ==========

     Exercisable at December 31, 2001   163,136   1,194,998   $1.00-$15.00
                                       =========  ==========
</TABLE>

     The  following table summarizes information about stock options outstanding
     at  December  31,  2001:
<TABLE>
<CAPTION>
                       OPTIONS  OUTSTANDING                  OPTIONS  EXERCISABLE
     ----------------------------------------------------  -----------------------
                                    WEIGHTED
                                    AVERAGE
                    OUTSTANDING    REMAINING    WEIGHTED   EXERCISABLE   WEIGHTED
     RANGE OF          AS OF      CONTRACTUAL    AVERAGE      AS OF       AVERAGE
     EXERCISE       DECEMBER 31,      LIFE      EXERCISE   DECEMBER 31,  EXERCISE
     PRICES             2001       (IN YEARS)     PRICE        2001        PRICE
     -------------  ------------  ------------  ---------  ------------  ---------
<S>                 <C>           <C>           <C>        <C>           <C>
     15.10-$15.00       163,136           4.1  $    5.96       163,136  $    5.96
</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,  2001  and  2000:  risk-free  interest  rate  of 5.0 percent;
     dividend  rates  of  zero; actual lives in years; expected volatility of 30
     percent  during  2001  and  35 percent during 2000. The 163,136 options and
     1,194,998  warrants  outstanding  as of December 31, 2001, have a remaining
     contractual  life  of  between  2.5  and  9.0  years.

     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


                                       39
<PAGE>
     characteristics  significantly  different from those of traded options, and
     changes  in the subjective input assumptions can materially affect the fair
     value  estimate.

     Had  compensation  cost  for  the  stock  options  and  warrants granted to
     employees  been  determined  under  SFAS  No.  123,  net loss and basic and
     diluted  net  loss  per  share  for the periods ended December 31, 2001 and
     2000,  would  have changed as indicated in the following pro forma amounts:


                                                2001          2000
                                            ------------  ------------
     Net loss:
       As reported                          $(1,744,719)  $(4,888,306)
       Pro forma                             (1,795,455)   (4,970,284)
     Basic and diluted net loss per share:
       As reported                          $     (0.18)  $     (0.79)
       Pro forma                                  (0.19)        (0.80)


     The  Company  recorded  approximately  $  39,399  in  compensation  expense
     relating  to  warrants  issued  to  nonemployee consultants during the year
     ended December 31, 2001 and $1,261,245 in compensation and interest expense
     relating  to  warrants  issued  to  nonemployee consultants during the year
     ended  December  31,  2000,  at the fair value of the warrants granted. The
     fair  values  were  estimated by management using the Black-Scholes pricing
     model.


10.  COMMITMENTS  AND  CONTINGENCIES
     -------------------------------

     SERVICES  AGREEMENT
     -------------------

     In  August  1999,  the  Company  entered  into  a one-year software support
     outsourcing  services  agreement  (the  Outsourcing  Agreement) with Stream
     Services  Corporation  (Stream).  The  Outsourcing  Agreement automatically
     renews  for  successive  additional  one-year  terms  unless  either  party
     provides written notice 30 days prior to the date of termination. Under the
     provisions of the Outsourcing Agreement, Stream agreed to provide technical
     support  and  general  product information for specified software products.
     Fees  associated  with  the Outsourcing Agreement are based on a per-minute
     pricing schedule, with a monthly fee for services equivalent to the greater
     of  (a) a specified rate times the actual number of minutes incurred, (b) a
     specified  rate  times  90  percent  of  the  expected number of minutes as
     forecasted  by  the Company or (c) $5,500. This agreement was terminated on
     June  17,  2001,  by written notice from the Company. For the periods ended
     December  31,  2001 and 2000, the Company had incurred $25,002 and $59,950,
     respectively,  in  fees  associated  with  this  agreement.

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

     The  Company  leases  office  space  and  certain equipment under operating
     leases  with various parties. Rental expense for the periods ended December
     31,  2001 and 2000, was $86,125 and $132,734, respectively. At December 31,
     2001,  future  minimum lease payments under non-cancelable operating leases
     are  $6,425  in  2002.

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

     At  December 31, 2001, the Company was delinquent on approximately $310,000
     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,  2001. Management believes additional interest and penalties,
     if any are levied, will not be material to the Company's financial position


                                       39
<PAGE>
     or  results  of operations. In March 2001, the Company obtained a guarantee
     from  its  CEO  for  the  payment  of  all delinquent payroll taxes and any
     related  penalties  and  interest.

     The  Company  is  periodically 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.

<TABLE>
<CAPTION>
INDEX  OF  EXHIBITS
<S>          <C>

1.2          Incorporated by reference to the Agreement and Plan of Merger of Sharp Holding
             Corporation, a Delaware Corporation, and Celebrity Entertainment Group, Inc., A
             Wyoming Corporation dated April 19, 2001 previously filed on March 5, 2001 in
             connection with our Definitive Proxy Statement as Appendix A.

2.2          Incorporated by reference to the Agreement and Plan of Merger and Reorganization
             between Celebrity Entertainment Group, Inc., Sharp Florida Acquisition Corp. and Sharp
             Technology, Inc., dated December 18, 2000 as previously filed in connection with our
             Form 10-KSB filed April 2, 2001.

3.1(a)       Incorporated by reference to the Articles of Incorporation of Celebrity Entertainment
             Group, Inc., previously filed in connection with our registration on Form 10-SB files on
             January 10, 2000.

3.1(b)       Incorporated by reference to the Amendment to the Articles of Incorporation of Celebrity
             Entertainment Group, Inc., previously filed in connection with our registration on Form
             10-SB files on January 10, 2000.

3.1(c)       Incorporated by reference to the Certificate of Merger previously filed in connection with
             our registration on Form 10-SB files on January 10, 2000.

3.1(d)       Incorporated by reference to the Articles of Merger of Sharp Florida Acquisition Corp.,
             with and into Sharp Technology, Inc., filed with State of Florida and as previously filed
             in connection with our Form 8-K on January 2, 2001.

3.1(e)       Incorporated by reference to the Incorporated by reference to the Bylaws of Celebrity
             Entertainment Group, Inc. as previously filed in connection with our Form 10-KSB for
             the year ended December 31, 2000 and filed April 2, 2001.

3.2 (a)      Incorporated by reference to the Articles of Incorporation of Sharp Holding Corporation,
             dated February 16, 2001 previously filed on March 5, 2001 in connection with our
             Definitive Proxy Statement as Appendix B.

3.2 (b)      Incorporated by reference to the By-Laws of Sharp Holding Corporation, dated February
             16, 2001 previously filed on March 5, 2001 in connection with our Definitive Proxy
             Statement as Appendix C.

4.1(a)       Incorporated by reference to the Celebrity Entertainment Group, Inc., specimen of
             common stock certificate as previously filed in connection with our Form 10-KSB for the
             year ended December 31, 2000 and filed April 2, 2001.

4.1(b)       Incorporated by reference to the Sharp Technology, Inc. common stock warrant for
             Gilbert Gertner as previously filed in connection with our Form 10-KSB for the year
             ended December 31, 2000 and filed April 2, 2001.


                                       41
<PAGE>
10.1(a)      Incorporated by reference to the Consulting Agreement between Celebrity Entertainment
             Group, Inc. and Marine Way, Inc. dated December 18, 2000 and as previously filed in
             connection with our Form 8-K on January 2, 2001.

10.1(b)      Incorporated by reference to the Credit Line Agreement between Sharp Technology, Inc
              and Commercial Capital Trading Corporation dated November 30,1999 as previously
             filed in connection with our Form 10-KSB for the year ended December 31, 2000 and
             filed April 2, 2001.

10.1(c)      Incorporated by reference to the Software Marketing Agreement between Sharp
             Technology, Inc. and Coherence Technology, Corp dated May 15, 1999 as previously
             filed in connection with our Form 10-KSB for the year ended December 31, 2000 and
             filed April 2, 2001.

10.1(d)      Incorporated by reference to the Software Development Agreement between Sharp
             Technology, Inc. and the Navi-GATES Corporation dated June 25, 1999 as previously
             filed in connection with our Form 10-KSB for the year ended December 31, 2000 and
             filed April 2, 2001.

10.1(e)i     Incorporated by reference to the Promissory Note between Sharp Technology, Inc. and
             Gilbert Gertner dated February 2, 2000 as previously filed in connection with our Form
             10-KSB for the year ended December 31, 2000 and filed April 2, 2001.

10.1(e)ii    Incorporated by reference to the Promissory Note between Sharp Technology, Inc. and
             Gilbert Gertner dated April 15, 2000 as previously filed in connection with our Form 10-
             KSB for the year ended December 31, 2000 and filed April 2, 2001.

10.1(e)iii   Incorporated by reference to the Promissory Note between Sharp Technology, Inc. and
             Gilbert Gertner dated June 28, 2000 as previously filed in connection with our Form 10-
             KSB for the year ended December 31, 2000 and filed April 2, 2001.

10.1(e)iv    Incorporated by reference to the Promissory Note between Sharp Technology, Inc. and
             Gilbert Gertner dated November 16, 2000 as previously filed in connection with our
             Form 10-KSB for the year ended December 31, 2000 and filed April 2, 2001.

10.1(e)v     Incorporated by reference to the Promissory Note between Sharp Technology, Inc. and
             Gilbert Gertner dated December 12, 2000 as previously filed in connection with our Form
             10-KSB for the year ended December 31, 2000 and filed April 2, 2001.

10.1(e)vi    Incorporated by reference to the Promissory Note between Sharp Technology, Inc.
             andGilbert Gertner dated March 1, 2001 as previously filed in connection with our Form
             10-QSB for the Quarter ended March 31, 2001 and filed May 14, 2001.

10.1(f)i     Incorporated by reference to the US West and Sharp Technology Web Site Linking, Co-
             Branded Site Development, Marketing, and Revenue Sharing for US West.net. dated
             December 16, 1998 as previously filed in connection with our Form 10-KSB for the year
             ended December 31, 2000 and filed April 2, 2001.

10.1(f)ii    Incorporated by reference to the US West And Sharp Technology Development And
             Distribution Partnership Agreement dated November 3, 1999 as previously filed in
             connection with our Form 10-KSB for the year ended December 31, 2000 and filed April
             2, 2001.

10.1(g)      Incorporated by reference to the Software Purchase and License-Back Agreement
             between Sharp Technology, Inc and Neoworx, Inc. dated September 20, 2001 as
             previously filed in connection with our Form 10-QSB for the Quarter ended September
             30, 2001 and filed October 14, 2001.


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99.1         Incorporated by reference to the Certificate of Merger issued by the Secretary of State of
             Wyoming dated April 12, 2001 previously filed on March 5, 2001 in connection with our
             Definitive Proxy Statement as Exhibit 99.1.

99.2         Incorporated by reference to the Certificate of Merger issued by the Secretary of State of
             Delaware dated April 19, 2001 previously filed on March 5, 2001 in connection with our
             Definitive Proxy Statement as Exhibit 99.2.
</TABLE>


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