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, 2002

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

                         Commission file number 0-28829

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

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

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

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


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

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

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

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

Check  whether  the  issuer:  (1) filed all reports to be filed by section 13 or
15(d)  of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to filing such filing requirements for the past 90 days.   Yes  [ X ]  No  [   ]

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

Issuer's  revenues  for  the  year  ended  December  31, 2002 were $374,629. The
aggregate  value  of  Common  Stock  held by non-affiliates of the registrant at
March  28,  2003  based  upon  the  last  reported  sales prices on the National
Association  of  Securities  Dealers OTC Bulletin Board was $2,055,191. At March
28,  2003,  there  were  19,064,448  shares  of  Common  Stock  outstanding.


<PAGE>
                                TABLE OF CONTENTS


                                     PART I

Item 1.   Description  of  Business                                            3

Item 2.   Description  of  Property                                           13

Item 3.   Legal  Proceedings                                                  13

Item 4.   Submission of Matters to a Vote of Security Holders                 14


                                     PART II

Item 5.   Market for Registrant's Common Equity and Related Stockholder
          Matters                                                             14

Item 6.   Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           16

Item 7.   Financial Statements                                                18

Item 8.   Changes in and Disagreements With Accountants on Accounting and
          Financial  Disclosure                                               18


                                    PART III

Item 9.   Directors, Executive Officers, Promoters and Control Persons;
          Compliance with Section 16(a) of The Exchange Act                   18

Item 10.  Executive  Compensation                                             21

Item 11.  Security Ownership of Certain Beneficial Owners
          And Management                                                      22

Item 12.  Certain Relationships and Related Transactions                      23

Item 13.  Exhibits and Reports on Form 8-K                                    23

Item 14.  Controls and Procedures                                             25


                                        2
<PAGE>
                                     PART I

ITEM  1.   DESCRIPTION  OF  BUSINESS


THE  COMPANY

Sharp Holding Corporation, a Delaware corporation together with its wholly-owned
subsidiary,  Sharp  Technology,  Inc. (Sharp Technology), a Delaware corporation
(the  "Company",  "Sharp" or "we"), is a developer of software products that are
utilized to provide marketing and e-finance solutions for Fortune 500 companies.
We  expect  that  large  corporations  will use our software products as premium
components  in  their  strategic  marketing  and  e-finance  campaigns.

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. Qwest used programs we
developed  as  a  high  value  incentive  in an effort to motivate its telephone
customers  to  purchase  other  Qwest  services such as dial-up Internet and DSL
products.

Our  agreements called for Qwest to pay for the majority of the sales, marketing
and  distribution  costs  allowing  us  to  profit  by  minimizing  many  of the
traditional  costs  of  mass  distribution.  In  one  such contract Sharp and US
West/Qwest,  entered  into a development, marketing and distribution partnership
to create a child protection program for the Internet.  The agreement called for
Sharp  to  develop the program. US West/Qwest was to market, distribute, support
and  collect payment for the program.  Revenue would be equally split during the
three-year  agreement.

Due  to  the  explosive  growth  of  the  Internet,  our  desire  to  stop  the
proliferation  of  pornography  that  effects  children  on the Internet and the
stability  derived  from  working with a multi-billion dollar telephone company,
Sharp  focused  a  major portion of it's efforts and resources toward developing
the  program.  Internal  projections  fixed  revenue in excess of twenty million
dollars  per  year  per  company  during  the  term  of  the  contract.

The  program  was  developed  tested and ready for delivery during the summer of
2000.  However,  the  release was delayed through the remainder of 2000 while US
West  entered  into  a  series  of  merger  and  acquisition  negotiations  that
eventually  led  to  a  merger  with Qwest.  Further delays occurred while Qwest
worked  through  internal restructuring.  Qwest eventually announced it had sold
its  Internet  service  (.net) to Microsoft and informed us they would not honor
our  contract.

During  this  same  period  of time, based on the potential of the US West/Qwest
relationship,  the explosive growth of high-tech companies and the opportunities
to  raise  capital  afforded early-stage public companies, we entered the public
market  through a "reverse merger" with Celebrity Entertainment Group in January
2000.  In  February  2000  the tech sector collapsed effectively eliminating the
possibility  to  raise  cash in the public marketplace.  Given the circumstances
management  had  only  two choices, close the doors, or cut expenses to the bone
and  bootstrap operations while developing new products and opening new markets.

During  the  past  year  we  have  completely restructured the company.  We were
recently selected by Eastman Kodak Corporation to represent Kodak's new "Optical
Media  CD"  technology.   Our  experience  in  implementing  mass  distribution
projects  with  large corporations along with our experience in network security
and  development  positions  us  perfectly to forge a market with secure optical
media  CD's.  According  to  DataQwest,  orders  for  CDs were approximately 3.0
billion  units  or  $468 billion dollars in the United States in 2000. Worldwide
distribution  of  specialty  CDs totaled an estimated 7.5 billion disks in 2001.
Distribution  is  expected  to  double  to  15 billion disks this year. The wide
spread  distribution of these CDs are now driving down the cost of CD production
to  a  commodity  level.  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 a 14% to 47% average response rate,
compared  to  less  than  1% for direct mail and 3% for standard CDs. The new CD
also  prompts  the  customer  to  retain  the  CD  for  repeated  plays, thereby
increasing  its shelf life. The end result is that our one-dollar and fifty-cent
OMCD  is  more  cost  effective  than  the  standard  seventy-cent  commodity CD
currently  being  delivered  by  competing  companies.

To further enhance our position in the marketplace, effective February 28, 2003,
we  acquired  a  patented  technology called Hyper CD.  The combination of Kodak
personalization  techniques,  Sharp  security  software  and Hyper CD technology
gives  us the ability to deliver a one of a kind product that is fully protected
by  US  and  International  patents.


                                        3
<PAGE>
The benefit for large companies using our new Hyper CD's in their direct mail or
CD mail programs is a dramatic increase in response rates.  Direct mail response
rates of .03% to .05% and CD's deliver 1% to 3%.  New customer acquisition costs
for  large  companies have skyrocketed due to direct mail inefficiencies.  Hyper
CD's  can  drive  down  the  cost  of  customer acquisition by delivering proven
response  rates  of  14%  to  47%.

Our target market for Hyper CD is co-branded credit cards and e-finance.  During
2002  these  two  market  segments  accounted for a total of 9 billion pieces of
direct mail.  All of the companies involved in this market are searching for new
ways  to  deliver  their message and attract new customers more efficiently.  We
are  currently  in  discussions with a number of companies that can benefit from
using  our  Hyper  CD  product  in  their  marketing  programs.


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
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.


                                        4
<PAGE>
PRODUCTS, SERVICES AND MARKETING

We  develop  or  licenses 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.  Its 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 2002 and 2001, the Company provided US West Communications,
Inc.  (now  Qwest)  with a series of software bundles carefully selected to help
consumers,  families  and  schools meet the challenges brought about by emerging
technologies.  The  following  software titles were included among the offerings
in  these  bundles;  NetSnitch  (by  NetSnitch  LLC)  - Monitors Internet use by
children,  students,  and  employees, Ace Reader (by Stepware, Inc.) - A reading
and  speed-reading  training program, Comp-U-Course (by CBT Systems Limited) - A
tutorial  program  on  Internet  use, Dr. Y2K (by Coherence Technology, Inc.)- A
system  diagnostic  tool  to  identify  Year  2000  issues for desktop operating
systems,  and  RamDoubler  (by  Symantec)  -  A  software solution for Macintosh
computers  to  help  extend  effective  Ram  capacity.


                                        5
<PAGE>
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
in  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.


                                        6
<PAGE>
The Internet can provide valuable customer affiliation benefits. Those benefits,
however,  must  be  customized  to  the recipient. The content and functionality
delivered in Internet marketing solicitations must be carefully crafted. It must
be  timely,  easy-to-use  and  responsive  to  the  interests  of  the  targeted
demographic.  It  must  also  continue  to work in a technically reliable manner
throughout  its  life.  For  these reasons, many corporations lack the necessary
internal  resources  to  design,  develop  and  maintain  an  Internet  customer
affiliation  program.  As  a  result,  a  market  for these services is growing.

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

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


                                        7
<PAGE>
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
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  2001,  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  in  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
has  taken  steps to license or acquire patented technology to gain advantage in
its  niche  markets.  The  Company's  marketplace  is  characterized  by  rapid
technological  change,  evolving  industry standards and compressed product life
cycles.  The Company believes the principle factors impacting competition in its
markets  are  strategic  affiliations, time to market, cost, product quality and
performance,  intellectual  property,  customer relationships and reputation. In
providing  specialized  software application design and development, the Company
competes  with  numerous  businesses  that  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


                                        8
<PAGE>
design  and development services. The Company believes that with respect to such
large  companies,  it  enjoys  a  certain  niche market advantage related to its
costs, smaller size and flexibility of response. There is no assurance, however,
that  the Company will be able to compete effectively against these competitors.

The  Company's current products face competition from many marketing or software
solution providers.  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.

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 2002 and 2001 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.


                                        9
<PAGE>
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, all obligations outstanding under
this  contract  were  settled  for  the  amount  of  $14,350.

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
percent of all royalties due ($1.00 per copy) under this agreement. We delivered
the  completed software during November 2000.  As of December 31, 2002, however,
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.

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.

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  was recognized ratably over the two-year
term  of  the  agreement.

Beginning January 1, 2001, we licensed Qwest the rights to distribute a
collection of Internet software programs, "The New Collection", for a period of
20 months. The New Collection 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 was 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.


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


                                       10
<PAGE>
to  the  business risks discussed in other sections of this Form 10-KSB, certain
other  risk  factors  to  which  we  are  subject  are  outlined  below.

Liquidity  And  Capital  Resources
----------------------------------
Through  December  31,  2002, we have an accumulated deficit of $9.3 million. Of
that  amount,  $3.7  million  resulted  from  stock-based  compensation  and
consideration  related  to  the  fair  market  value of stock and stock warrants
granted  in  connection with employee compensation, certain software development
contracts,  financial  services  consulting  agreements, and warrants granted to
certain  debt  holders.  We  have  a  working capital deficit of $2.8 million at
December 31, 2002. Operating losses and negative cash flow have continued during
2003.  As  a  result  of shortfalls in anticipated funding, we are delinquent on
certain  payroll tax deposits due the IRS.  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 has been qualified with respect to
that  risk.

We've financed our operations from inception primarily through private financing
transactions  and  payments  related  to our agreements with Qwest Communication
Services,  Inc.  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
--------------------------------------------------------------------------
Substantially all of our revenues were generated by sales to one company (Qwest)
consisting  of a software licensing sale and a series of subscription contracts.

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

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

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


                                       11
<PAGE>
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 State, thus
furthering the complexity of regulation.  The adoption of such laws or
regulations, and uncertainties associated with their validity and enforcement,
may affect our ability to provide our products and services and increase the
costs associated with our products and service, and may affect the growth of the
Internet, These laws or regulations may therefore harm our business.

OTHER

We  face no pressures with respect to the availability of raw materials required
to support our operations and do not foresee any material impact on our business
arising  from the effects of environmental legislation. During fiscal years 2002
and  2001,  we  expended  $700and  $346,000  respectively, on costs of sales and
services,  related  to  our  products.


EMPLOYEES

At  December  31,  2002  and  2001  we  had  2  full-time  employees, 8 contract
consultants and a host of stand-by programmers through development contracts. To
reduce  operating  cost and increase efficiency, we restructured our labor force
into  a  performance-based  system.  We  hire  or  release  employees  and/or
consultants in conjunction with the expansion or contraction of our business. At
present,  the majority of our personnel work without regular compensation. Since
the  success  of  our  business  plan


                                       12
<PAGE>
depends upon our ability to attract, train and retain qualified personnel, there
is a risk that without sufficient capital we will be unable to expand or replace
our  current labor force. A union does not represent our employees and there are
no  general  labor  contracts  in effect. We believe we have a good relationship
with  all  of  our  employees  and  consultants.


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,  consisting  of
approximately  600  square  feet,  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 expired on May 31, 2002 and we have continued the lease
on  a  month-to-month  basis  at  a cost of $550 per month.  On March 31,2002 we
closed  our  Phoenix  office  which  was  on  a month-to-month lease.  We do not
anticipate  any  difficulty  in  either  extending  our  current  agreements, or
securing  alternative  leased  facilities.  We had also leased a sales office in
Denver,  Colorado.  This lease was in effect until 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, 2002 including
office  rents  and  certain  equipment  leases  was  $37,725.


ITEM  3.   LEGAL  PROCEEDINGS

In  November  1999,  the  Company  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.  Under the
terms  of  the  agreement  Qwest  must reimburse the Company for the damages the
Company  suffered  due to Qwest's breach of the agreement.  The Company plans to
pursue  all  remedies  available  under  the  terms of the partnership contract.

In  connection with that same development and distribution partnership agreement
with  Qwest,  we  engaged  the  software  development services of the Navi-Gates
Corporation,  a  company  controlled  by our former chief financial officer.  As
part  of  its  compensation, Navi-Gates was to receive a royalty on each unit of
software  sold  by  Qwest and Sharp Technology under this agreement.  On May 15,
2002  petition  number 2002-24598, "Navi-Gates Corporation vs. Sharp Technology,
Inc.  and  Qwest  Communications, Inc., etal " was filed against our subsidiary,
Sharp  Technology,  Inc.  in  the  District Court of Harris County, Texas, 269th
Judicial  District.  In  the  petition  Navi-Gates  Corporation is attempting to
secure reimbursement of its damages arising from the failure of Qwest to fulfill
its  marketing  commitments.  We  believe  this  matter will not have a material
adverse  effect  on  our  financial  position  or  results  of  operations.

On  February  8, 2002 petition number 2002-06647, "Leslie Sachnowitz Meimoun and
Sheila  Sachnowitz  Curl  vs.  George  T. Sharp and Sharp Technology, Inc.," was
filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief executive
officer  in the District Court of Harris County, Texas, 334th Judicial District.
In  the  petition, the heirs of a recently deceased note holder/shareholder seek
judgment  against  us  for  non-payment  of  a note. In addition to the $200,000
principal  balance of the note, the plaintiffs seek payment of past due interest
on  the  debt  and  reimbursement  of court costs including reasonable attorneys
fees.  On  July  26,  2002, the Company reached a settlement that will allow the
Company  to  pay  a  total  amount of $250,000 that includes all interest, legal
fees,  and  court costs by December 31, 2002.  One Million Five Hundred Thousand
(1,500,000)  shares  of  the Company's restricted common stock collateralize the
settlement  and would have been returned to the Company if payment had been made
by  December 31, 2002, in accordance with the settlement agreement.  At December
31,  2002, payment has not been made according to the settlement and as a result
the Company is now liable for an additional $100,000 under the provisions of the
settlement.

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


                                       13
<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.

<TABLE>
<CAPTION>
                                    Celebrity Common Stock
                                ------------------------------
                                   High Bid        Low Bid
                                --------------  --------------
<S>                             <C>             <C>
Fiscal Year 2001:
-----------------
First Quarter                   $        11.03  $         2.31
Second Quarter                  $         2.56  $          .50
Third Quarter                   $         2.20  $          .45
Fourth Quarter                  $         1.95  $          .72


Fiscal Year 2002:
-----------------
First Quarter                   $          .88  $          .21
Second Quarter                  $          .50  $          .08
Third Quarter                   $          .31  $          .07
Fourth Quarter                  $          .18  $          .05

Fiscal Year 2003:
-----------------
First Quarter  (to March 28th)  $          .23  $          .06
</TABLE>


At  March  28,  2003, the last bid price for our common stock as reported on the
OTC  Bulletin  Board  was  $.15  per share and the company had approximately 364
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.

RECENT  SALES  OF  UNREGISTERED  SECURITIES

During the quarter ended December 31, 2002, we issued unregistered securities in
transactions  exempted  from  registration  as provided in the Securities Act of
1933  as  amended  (the  "Act").  Each  certificate  issued  for  unregistered
securities  contained  a  legend  stating  that  the  securities  have  not been
registered  under  the  Act  and  setting  forth  the  restrictions  on  the
transferability and the sale of the securities.  No underwriter participated in,
not did we pay any commissions or fees to any underwriter in connection with any
of  these  transactions.  The purchasers were knowledgeable about our operations
and  financial  condition.  We  believe  that


                                       14
<PAGE>
the  purchasers  had  knowledge and experience in financial and business matters
which  allowed him to evaluate the merits and risk of receipt of our securities.

In  November  2002,  we  issued  1,300,000 shares of common stock to Mr. Gilbert
Gertner,  a  director,  who  converted  debt  into  common stock. We valued this
transaction  at $130,000. This transaction was exempt from registration pursuant
to  Section  4(2)  of  the  Act.

In November 2002, we issued options to purchase 3,000,000 shares of common stock
to  Mr.  Sharp,  our  CEO,  as  payment-in-kind  for employee compensation.  The
options have an exercise price of $.10 per share and are exercisable over a five
year  period.    The  option  was  not  assigned  a  dollar  value as management
believed  the  value of the option was de minimis at the date of issuance.  This
transaction  was  exempt  from registration pursuant to Section 4(2) of the Act.

In  November 2002, we issued warrants to purchase 325,000 shares of common stock
to  one company who accepted these warrants as payment in kind for services that
they  rendered to us.  The warrants have an exercise price of $.02 per share and
are exercisable over a five year period.  We valued this transaction at $12,285.
This  transaction  was  exempt from registration pursuant to Section 4(2) of the
Act.

In  December  2002,  we  issued  500,000  shares of common stock to a total of 2
persons  who  accepted  these  shares  as payment-in-kind for services that they
rendered  to  us.  We  valued these transactions at $40,000.  These transactions
were  exempt  from  registration  pursuant  to  Section  4(2)  of  the  Act.

In  December  2002, we issued 1,000,000 shares of common stock to Mr. Sharp, our
CEO,  as  payment-in-kind for employee compensation.  We valued this transaction
at  $80,000.  This  transaction was exempt from registration pursuant to Section
4(2)  of  the  Act.

<TABLE>
<CAPTION>
                                                                                         NUMBER OF SECURITIES
                                                                                       REMAINING AVAILABLE FOR
                           NUMBER OF SECURITIES TO BE    WEIGHTED-AVERAGE EXERCISE      FUTURE ISSUANCE UNDER
                             ISSUED UPON EXERCISE OF       PRICE OF OUTSTANDING       EQUITY COMPENSATION PLANS
                              OUTSTANDING OPTIONS,         OPTIONS, WARRANTS AND        (EXCLUDING SECURITIES
PLAN CATEGORY               WARRANTS AND RIGHTS. (a)            RIGHTS. (b)          REFLECTED IN COLUMN (a)) (c)
-------------------------  ---------------------------  ---------------------------  ----------------------------
<S>                        <C>                          <C>                          <C>
Equity compensation plans
approved by security
holders.                                        None                           None             None
-------------------------  ---------------------------  ---------------------------  ----------------------------
Equity compensation plans
not approved by security
holders.                                     4,833,134  $                      1.39             None
-------------------------  ---------------------------  ---------------------------  ----------------------------
     TOTAL                                   4,833,134  $                      1.39             None
-------------------------  ---------------------------  ---------------------------  ----------------------------

<FN>
     1.   We have a plan that issued 133,332 of the above warrants in connection
          with  debt.
     2.   We  have  a plan that issued 315,000 of the above options and warrants
          as  compensation  for  vendors  for  goods  and  services.
     3.   We have a plan that issued 4,384,802 of the above options and warrants
          as  compensation  for  directors,  executive  officers,  employees and
          consultants.
</TABLE>


                                       15
<PAGE>
ITEM  6.   MANAGEMENT'S  DISCUSSION  AND  ANALYSIS  OF  FINANCIAL  CONDITION
           AND  RESULTS  OF  OPERATIONS


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


FORWARD LOOKING STATEMENTS AND INFORMATION

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

In  addition  to  other  factors  and  matters  discussed  elsewhere herein, the
following  are important factors that, in our view, could cause material adverse
effects  on  the  Company's financial condition and results of operations: risks
and  uncertainties  relating to the availability of acceptable financing to fund
corporate  operations,  uncertainties  relating  to  our product development and
marketing, competitive factors, and our dependence on key personnel.  We have no
obligation  to  update or revise these forward-looking statements to reflect the
occurrence  of  future  events  or  circumstances.

CRITICAL ACCOUNTING POLICIES AND RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

We  believe  the  following  critical  accounting  policies  affect  our  more
significant  judgments  and  estimates  used  in preparation of our consolidated
financial  statements:

Revenue  Recognition
--------------------

We  generate  revenues  from  licensing  software  and  providing  post contract
customer  support  (PCS)  and  other  professional  services.  We  use  written
contracts  to  document  the  elements  and obligations of arrangements with our
customers.  At  times,  arrangements that include the licensing of software also
include  PCS,  such  as  the  right  to technical support.  When we sell several
elements  to  a  customer  through  a  single  contract,  the revenues from such
multiple-element  arrangements  are  allocated  to  each  element  based  upon
vendor-specific  objective  evidence  of  fair value, if available.  We have not
established  sufficient vendor-specific objective evidence of fair value for PCS
since  this element is not sold separately from software licenses.  Accordingly,
we  recognize  revenue from  software licenses that include PCS ratably over the
term  of  technical  support.

Amounts that we received from Qwest for distribution of software products to its
new  customers  were  nonrefundable  and  were  classified as subscriptions.  We
recognize  subscriptions  revenue  ratably  over  the  course  of the respective
customer's contract term.  We also licenses software under noncancelable license
agreements.  We recognize license fees when a noncancelable license agreement is
in  force,  the  product  has  been  shipped,  the  license  fee  is  fixed  or
determinable,  collectibility  is  reasonably  assured  and  no significant post
delivery  performance  obligations  exist.

Accounting  for  Stock-Based  Compensation
------------------------------------------

In  accordance  with SFAS No. 123, "Accounting for Stock-Based Compensation," We
have  elected  to  account  for  stock-based compensation plans under Accounting
Principles  Board  (APB)  Opinion  No.  25,  "Accounting  for  Stock  Issued  to
Employees,"  and  to provide the pro forma disclosures required by SFAS No. 123.

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

In June 2001, the Financial Accounting Standards Board ("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  did  not  have a material impact on our results of operations or
financial  position.

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.  We  do not expect the implementation of SFAS No. 143 to
have  a  material  impact  on  our  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 implementation of SFAS No. 144 did not
have  a  material  impact  on  our  results of operations or financial position.

In  April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements No.
4,  44,  and  64, Amendment of FASB Statement No. 13, and Technical Corrections"
(SFAS  No. 145).  SFAS No. 145 eliminates the current requirement that gains and
losses  on  debt extinguishment must be classified as extraordinary items in the
income  statement.  Instead,  such  gains  and  losses  will  be  classified  as
extraordinary  items  only if they are deemed to be unusual and infrequent. SFAS
No.  145 also requires sale-leaseback accounting for certain lease modifications
that  have economic effects that are similar to sale-leaseback transactions. The
changes  related  to  debt  extinguishment  will  be  effective for fiscal years
beginning  after  May 15, 2002, and the changes related to lease accounting will
be  effective  for transactions occurring after May 15, 2002. We will apply this
guidance  prospectively.

In  June  2002,  the  FASB issued SFAS No. 146, "Accounting for Costs Associated
with  Exit  or  Disposal  Activities,"  which addresses financial accounting and
reporting  for  costs associated with exit or disposal activities and supersedes
Emerging  Issues  Task Force ("EITF") Issue No. 94-3, "Liability Recognition for
Certain  Employee  Termination  Benefits  and  Other  Costs  to Exit an Activity
(including  Certain  Costs  Incurred in a Restructuring)." SFAS No. 146 requires
companies  to  recognize  costs associated with exit or disposal activities when
they are incurred rather than at the date of a commitment to an exit or disposal
plan. In addition, SFAS No. 146 establishes that fair value is the objective for
initial  measurement  of  the  liability.  SFAS No. 146 is effective for exit or
disposal  activities  initiated  after  December 31, 2002, but early adoption is
permitted.  The  adoption of SFAS No. 146 will not impact our financial position
or  results  of  operations.

In  December  2002,  the  FASB  issued SFAS No. 148, "Accounting for Stock Based
Compensation",  which  amends  SFAS  No.  123  to provide alternative methods of
transition  for  an  entity that voluntarily changes to the fair value method of
accounting for stock based employee compensation.  It also amends the disclosure
provisions  of SFAS No. 123 to require prominent disclosure about the effects on
reported  net  income of an entity's accounting policy decisions with respect to
stock based employee compensation.  Finally, SFAS No. 148 amends APB Opinion No.
28,  "Interim  Financial  Reporting",  to require disclosure of those effects in
interim  financial statements.  SFAS No. 148 is effective for fiscal years ended
after  December  15, 2002, but early adoption is permitted. The adoption of SFAS
No.  148  did  not  impact  our  financial  disclosures.

Accounting  and  Disclosure  Requirements  for  Guarantees,  Including  Indirect
Guarantees of Indebtedness of Others" ("FIN 45"). FIN 45 requires a guarantor to
recognize,  at  the  inception of a guarantee, a liability for the fair value of
the  obligation  undertaken  in  issuing  the guarantee. FIN 45 also expands the
disclosures  required  to  be  made  by  a guarantor about its obligations under
certain  guarantees  that  it  has  issued.  Initial recognition and measurement
provisions  of FIN 45 are applicable on a prospective basis to guarantees issued
or modified. The disclosure requirements are effective immediately. The adoption
of  FIN  45  did  not  impact  our  financial position or results of operations.

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.
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  were recently 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 and Hyper
CD  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 an average response
rate  of  14%  to 47%, compared to the 3% average 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 one-dollar and
fifty-cent  OMCD is more cost effective than the standard seventy-cent commodity
CD  delivered  by  competing  companies,


                                       16
<PAGE>
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, 2002 AND DECEMBER
31,  2001

For  the  fiscal  year  ended  December  31,  2002  we had had total revenues of
$375,000  compared  to  total revenues of $1,501,000 for the year ended December
31,  2001.  The  decrease  in revenues of $1,126,000 in fiscal year 2002 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 $700 in 2002 and $346,000 in 2001.  During the year
ended  December  31,  2002  we  incurred  only  negligible costs of sales as all
deferred  development  costs  had  been  fully  amortized  in  2001.

Our  selling, general and administrative expenses were $1,154,000 for the fiscal
year  ended  December  31, 2002 compared to $2,847,000 for the fiscal year ended
December  31,  2001. The $1,693,000 (59%) decrease in these expenditures between
years  can be attributed to workforce restructuring and cost cutting programs in
effect  during  2002.  Such  programs  resulted  in  substantial  decreases  in
salaries,  wages,  entertainment,  &  rents.

Our  interest  expense  totaled  $187,000 and $94,000 for the fiscal years ended
December  31, 2002 and 2001, respectively. The increase in 2002 is the result of
financing  costs  associated  with  debt  obtained  during  2002.

Extraordinary gains were $6,000 and $105,000 for the fiscal years ended December
31,  2002  and  2001,  respectively.  These  gains  resulted from the settlement
liabilities  of  the  Company  and the decrease in 2002 was due primarily to the
fact  that  we  did  not  have  adequate resources to offer settlements in 2002.


LIQUIDITY  AND  CAPITAL  RESOURCES

Through  December  31,  2002, we have an accumulated deficit of $9.3 million. Of
that  amount,  $3.7  million  resulted  from  stock-based  compensation  and
consideration  related  to  the  fair  market  value of stock and stock warrants
granted  in  connection with employee compensation, certain software development
contracts,  financial  services  consulting  agreements, and warrants granted to
certain  debt  holders.  We  have  a  working capital deficit of $2.8 million at
December 31, 2002. Operating losses and negative cash flow have continued during
2003.  As  a  result  of shortfalls in anticipated funding, we are delinquent on
certain  payroll tax deposits due the IRS.  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 has been qualified with respect to
that  risk.

We've financed our operations from inception primarily through private financing
transactions  and  payments  related  to our agreements with Qwest Communication
Services,  Inc.  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, 2002, we have no material outstanding purchase commitments and
during  fiscal  years 2002 and 2001, there are no significant elements of income
or  loss  that  do  not  arise from our continuing operations. 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 its results of operations from period to period based upon
the  seasonality  of  its  business.


                                       17
<PAGE>
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
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.

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.

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.


                                       18
<PAGE>
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.

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,  2002  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,


                                       19
<PAGE>
(ii)  for  acts  or  omissions  not  in  good faith or which involve intentional
misconduct  or  a  knowing  violation of law, or (iii) for any transactions from
which  the  director  derived  an  improper personal benefit, whether or not the
benefit  resulted  from  an  action  taken  in  the  person's official capacity.

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

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

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

CERTAIN  SECURITIES  FILINGS

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


                                       20
<PAGE>
ITEM  10.  EXECUTIVE  COMPENSATION

The following table sets forth the annual compensation of our executive officers
and  certain  other  executives  for  the years ending December 31, 2002, 2001 &
2000.

<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, CAO,    2002     --0--  $80,000(1)     --0--       --0--   3,000,000    --0--     --0--
(Sharp Holding and Sharp   2001  $162,063      --0--      --0--       --0--       --0--    --0--     --0--
Technology), Director      2000  $230,000      --0--      --0--       --0--       --0--    --0--     --0--
-------------------------  ----  --------  ----------  --------  ----------  ----------  -------  --------
  Robert Wesolek,  former  2002     --0--      --0--      --0--       --0--       --0--    --0--     --0--
  CFO (Sharp Holding and   2001  $118,904      --0--      --0--       --0--       --0--    --0--     --0--
    Sharp Technology)      2000  $116,000      --0--      --0--       --0--       --0--    --0--     --0--
-------------------------  ----  --------  ----------  --------  ----------  ----------  -------  --------
  Louis Schwartz, Sr VP    2002  $ 12,500  $24,000(2)     --0--       --0--       --0--    --0--     --0--
(Sharp Holding and Sharp   2001  $ 87,124      --0--   $  3,600       --0--       6,667    --0--     --0--
      Technology)          2000  $112,000  $   1,000   $  4,000       --0--       --0--    --0--  $  6,300
-------------------------  ----  --------  ----------  --------  ----------  ----------  -------  --------
<FN>
(1)     Issued 1,000,000 shares of common stock as payment-in-kind for employee compensation.
(2)     Issued 160,000 shares of common stock as payment-in-kind for employee compensation.
</TABLE>

<TABLE>
<CAPTION>
                  NUMBER OF SECURITIES
                       UNDERLYING           PERCENT OF TOTAL
NAME & PRINCIPAL      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           3,000,000                   100%            $    .10      11/02/2007
----------------  --------------------  -------------------------  ------------  ----------
Robert Wesolek           --0--                     N/A                  N/A          N/A
----------------  --------------------  -------------------------  ------------  ----------
Louis Schwartz           --0--                     N/A                  N/A          N/A
----------------  --------------------  -------------------------  ------------  ----------
</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
                                                    OPTIONS/SARS AT            OPTIONS/SARS AT
NAME & PRINCIPAL  SHARES ACQUIRED     VALUE         FISCAL YEAR-END            FISCAL YEAR-END
   POSITION         ON EXERCISE     REALIZED   EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
----------------  ----------------  ---------  -------------------------  -------------------------
<S>               <C>               <C>        <C>                        <C>
George Sharp                   (*)        (*)      3,000,000   /   --0--          --0--   /   --0--
----------------  ----------------  ---------  -------------------------  -------------------------
Robert Wesolek                 (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ----------------  ---------  -------------------------  -------------------------
Louis Schwartz                 (*)        (*)          6,667   /   --0--          --0--   /   --0--
----------------  ----------------  ---------  -------------------------  -------------------------
<FN>
(*)    Did Not Exercise Any Options
</TABLE>

COMPENSATION  OF  DIRECTORS

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


                                       21
<PAGE>
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 28, 2003, 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 28, 2003 there
were  approximately  19,064,448  shares  of  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,                5,524,133(1)     25.04%
                Suite 100
                Houston, TX  77069
--------------  -------------------------------  -----------------  ---------
Common          Gilbert Gertner
Stock           1300 Post Oak Blvd, Suite 2222       2,465,125 (2)     12.71%
                Houston, TX, 77056
--------------  -------------------------------  -----------------  ---------
Common          Alan Pavsner
Stock           18870 Still Lake Drive                     50,000       0.26%
                Jupiter, FL 33458
--------------  -------------------------------  -----------------  ---------
Common          Louis Schwartz
Stock           13135 Champions Drive,                 713,919 (3)      3.74%
                Suite 100
                Houston, TX  77069
--------------  -------------------------------  -----------------  ---------
Common          All Executive Officers &
Stock           Directors, as a group                8,753,177 (4)     39.07%
                (4 persons)
--------------  -------------------------------  -----------------  ---------
Common          John Galt Media, Inc.
Stock           1175 Montauk Highway, St 5           4,000,000 (5)     19.94%
                West Islip, NY  11795
--------------  -------------------------------  -----------------  ---------
Common          Leslie Sachnowitz Meimoun &
Stock           Sheila Sachnowitz Curl
                808 Winbern                             1,500,000       7.87%
                Houston, TX  77002
--------------  -------------------------------  -----------------  ---------
<FN>
     (1)  Includes 1,862,045 shares of common stock pledged as collateral on
          debt and 3,000,000 shares of common stock under a 5-year option
          granted in November 2002.
     (2)  Includes 333,333 shares of common stock under a warrant agreement with
          no stated expiration date.
     (3)  Includes 6,667 shares of common stock under a 5-year option granted in
          January 2001.
     (4)  Includes 3,340,000 shares of common stock under option and warrant
          agreements.
     (5)  Includes 1,000,000 shares of common stock under a warrant agreement
          expiring February 28, 2008.
</TABLE>


                                       22
<PAGE>
ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

On  June 25, 1999, we entered into two a software development agreement with the
Navi-Gates  Corporation  (Navi-Gates),  which is wholly owned by Robert Wesolek,
our  chief  financial  officer.  Pursuant to this 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  agreed to pay fees of $200,000 and a royalty equivalent to $1
per  copy  of the software sold or transferred for use to a customer. We believe
this  transaction  was entered into under arms-length terms at prevailing market
rates.

On  November  30,  1999, we 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, 2002 and 2001, the outstanding balance on
the  Credit  Line  was  $688  and  $128,065,  respectively.

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. On November 5, 2002, all three notes, including accrued
interest,  were  converted  to  equity  for  the purchase of 1,300,000 shares of
common  stock  and  the  signing of a new note in the amount of $100,000 bearing
interest  at  10  percent per annum and payable on demand.  At December 31, 2002
the  balance  of  this  note  was  $100,000.

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.

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


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.


                                       23
<PAGE>
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.

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.


                                       24
<PAGE>
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(e)vii     Promissory  Note  between  Sharp  Holding  Corporation and
               Gilbert  Gertner  dated  November  5,  2002.

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

     Subsequent  reports  on  Form  8-K  -

     On  March 3, 2003, we filed a report on Form 8-K in connection with Item 2,
     Acquisition  or  Disposition  of  Assets,  relating  to  our  purchase  of
     substantially  all of the assets of John Galt Media, Inc.


ITEM  14.  CONTROLS  AND  PROCEDURES

Mr.  George Sharp, our Chief Executive Officer and Chief Accounting Officer, has
concluded  that  our  disclosure  controls  and  procedures  are appropriate and
effective.  He  has  evaluated these controls and procedures as of a date within
90  days  of  the  filing  date  of  this  report on Form 10-KSB.  There were no
significant  changes  in  our  internal  controls or in other factors that could
significantly  affect  these  controls subsequent to the date of his evaluation,
including  any  corrective  actions  with regard to significant deficiencies and
material  weaknesses.


                                       25
<PAGE>
SIGNATURES

In  accordance  with  the  requirements of Sections 13 and 15(d) of the Exchange
Act,  the  Registrant  has  caused  this report to be filed on its behalf by the
undersigned,  thereunto  duly  authorized,  April  15,  2003.

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:


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

By:  /s/  George  Sharp
-------------------------------------------------------        April  15,  2003
George  Sharp,  Chairman  of  the  Board  of  Directors


By:  /s/  Gilbert  Gertner
-------------------------------------------------------        April  15,  2003
Gilbert  Gertner,  Director


By:  /s/  Alan  Pavsner
-------------------------------------------------------        April  15,  2003


                                       26
<PAGE>
     CERTIFICATION PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
     -----------------------------------------------------------------------

I,  GEORGE  SHARP,  certify  that:
1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  SHARP HOLDING
CORPORATION.
2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and
c)  presented  in  this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date:  APRIL  15,  2003

/S/ GEORGE SHARP
----------------
GEORGE SHARP
CHIEF EXECUTIVE OFFICER OF SHARP HOLDING CORPORATION


                                       27
<PAGE>
CERTIFICATION  PURSUANT  TO  SECTION  302  OF  THE  SARBANES-OXLEY  ACT  OF 2002

I,  GEORGE  SHARP,  certify  that:
1.  I  have  reviewed  this  annual  report  on  Form  10-KSB  of  SHARP HOLDING
CORPORATION.
2.  Based  on  my  knowledge,  this  annual  report  does not contain any untrue
statement  of a material fact or omit to state a material fact necessary to make
the  statements  made, in light of the circumstances under which such statements
were  made,  not  misleading  with  respect to the period covered by this annual
report;
3.  Based  on  my  knowledge,  the  financial  statements,  and  other financial
information  included  in  this  annual  report,  fairly present in all material
respects  the  financial  condition, results of operations and cash flows of the
registrant  as  of,  and  for,  the  periods  presented  in  this annual report;
4.  The  registrant's  other  certifying  officers  and  I  are  responsible for
establishing  and  maintaining disclosure controls and procedures (as defined in
Exchange  Act  Rules  13a-14  and  15d-14)  for  the  registrant  and  have:
a)  designed  such  disclosure  controls  and procedures to ensure that material
information relating to the registrant, including its consolidated subsidiaries,
is  made  known  to  us by others within those entities, particularly during the
period  in  which  this  annual  report  is  being  prepared;
b)  evaluated  the  effectiveness  of  the  registrant's disclosure controls and
procedures  as  of a date within 90 days prior to the filing date of this annual
report  (the  "Evaluation  Date");  and
c)  presented  in  this annual report our conclusions about the effectiveness of
the  disclosure  controls  and  procedures  based  on  our  evaluation as of the
Evaluation  Date;
5. The registrant's other certifying officers and I have disclosed, based on our
most  recent evaluation, to the registrant's auditors and the audit committee of
registrant's  board  of  directors  (or  persons  performing  the  equivalent
functions):
a)  all significant deficiencies in the design or operation of internal controls
which  could  adversely  affect  the  registrant's  ability  to record, process,
summarize  and  report  financial  data and have identified for the registrant's
auditors  any  material  weaknesses  in  internal  controls;  and
b)  any  fraud,  whether  or  not  material,  that  involves management or other
employees who have a significant role in the registrant's internal controls; and
6.  The  registrant's  other  certifying  officers  and I have indicated in this
annual  report whether there were significant changes in internal controls or in
other  factors  that  could significantly affect internal controls subsequent to
the  date  of  our most recent evaluation, including any corrective actions with
regard  to  significant  deficiencies  and  material  weaknesses.

Date: APRIL 15, 2003

/S/ GEORGE SHARP
----------------
GEORGE SHARP
CHIEF ACCOUNTING OFFICER OF SHARP HOLDING CORPORATION


                                       28
<PAGE>
CERTIFICATION OF CHIEF EXECUTIVE OFFICER OF SHARP HOLDING CORPORATION PURSUANT
------------------------------------------------------------------------------
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 AND SECTION 1350 OF 18 U.S.C.
------------------------------------------------------------------------------
63.
--

I, GEORGE SHARP, the Chief Executive Officer of SHARP HOLDING CORPORATION hereby
certify  that  SHARP  HOLDING  CORPORATION'S annual report on Form 10KSB and the
financial  statements  contained therein fully complies with the requirements of
Section  13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or
78o(d) and that information contained in the annual report on Form 10KSB and the
financial  statements  contained  therein  fairly  represents,  in  all material
respects, the financial condition and results of the operations of SHARP HOLDING
CORPORATION.

Date: APRIL 15, 2003        /S/ GEORGE SHARP
                            ----------------
                            GEORGE SHARP
                            CHIEF EXECUTIVE OFFICER OF SHARP HOLDING CORPORATION



CERTIFICATION OF CHIEF ACCOUNTING OFFICER OF SHARP HOLDING CORPORATION PURSUANT
-------------------------------------------------------------------------------
TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 AND SECTION 1350 OF 18 U.S.C.
------------------------------------------------------------------------------
63.
--


I,  GEORGE  SHARP,  the  Chief  Accounting  Officer of SHARP HOLDING CORPORATION
hereby  certify that SHARP HOLDING CORPORATION'S annual report on Form 10KSB and
the  financial statements contained therein fully complies with the requirements
of  Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m
or  78o(d) and that information contained in the annual report on Form 10KSB and
the  financial  statements  contained therein fairly represents, in all material
respects, the financial condition and results of the operations of SHARP HOLDING
CORPORATION.



Date:     APRIL 15, 2003   /S/ GEORGE SHARP
                           ----------------
                           GEORGE SHARP
                           CHIEF ACCOUNTING OFFICER OF SHARP HOLDING CORPORATION


                                       29
<PAGE>


                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                                   __________




                        CONSOLIDATED FINANCIAL STATEMENTS
                     WITH REPORT OF INDEPENDENT ACCOUNTANTS
                 FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001



                                       30
<PAGE>
                                    PAGE F-1
                                    --------

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                                TABLE OF CONTENTS
                                   __________


                                                                            PAGE
                                                                            ----

Report  of  Independent  Accountants                                         F-2

Consolidated Financial Statements:

  Consolidated Balance Sheet as of December 31,
   2002  and  2001                                                           F-3

  Consolidated Statement of Operations for the
    years ended December 31, 2002 and 2001                                   F-4

  Consolidated Statement of Stockholders' Deficit
    for the years ended December 31, 2002 and 2001                           F-5

  Consolidated Statement of Cash Flows for the years
    ended December 31, 2002 and 2001                                         F-6

Notes to Consolidated Financial Statements                                   F-7

                                       31
<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, 2002 and 2001, and the related consolidated statements
of  operations, stockholders' equity (deficit) and cash flows for the years then
ended.  These  consolidated  financial  statements are the responsibility of the
Company's  management.  Our  responsibility  is  to  express an opinion on these
consolidated  financial  statements  based  on  our  audits.

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

In  our opinion, the consolidated financial statements referred to above present
fairly,  in  all material respects, the consolidated financial position of Sharp
Holding  Corporation  as of December 31, 2002 and 2001, 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  $978,783  and  $1,744,719)  for the years ended
December  31, 2002 and 2001, respectively.  These recurring losses have produced
an  accumulated  deficit  of  $9,269,869,  and  a  working  capital  deficit  of
$2,840,719  as  of  December  31, 2002.  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, 2002.  The amount of delinquent tax
deposits  has  increased  in  2002,  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
March 14, 2003


                                       32
<PAGE>
<TABLE>
<CAPTION>
                                    PAGE F-3
                                    --------

                          SHARP HOLDING CORPORATION AND SUBSIDIARY
                                CONSOLIDATED BALANCE SHEETS
                                 DECEMBER 31, 2002 AND 2001
                                         __________



                                                                     2002          2001
                                                                 ------------  ------------
<S>                                                              <C>           <C>

     ASSETS
     ------

Current assets:
  Cash and cash equivalents                                      $    13,318   $    27,295
  Accounts receivable                                                    661         2,012
  Other current assets                                                60,000             -
                                                                 ------------  ------------

    Total current assets                                              73,979        29,307

Property and equipment, net                                           31,904        71,818

Software development costs and other, net                                550         1,450
                                                                 ------------  ------------

    Total assets                                                 $   106,433   $   102,575
                                                                 ============  ============


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

Current liabilities:
  Accounts payable                                               $ 1,005,803   $   879,866
  Accrued liabilities                                              1,098,207       567,623
  Notes payable to related parties                                   370,688       328,065
  Notes payable                                                      440,000       290,000
  Current portion of deferred revenue                                      -       360,688
                                                                 ------------  ------------

    Total current liabilities                                      2,914,698     2,426,242

Commitments and contingencies

Stockholders' equity (deficit):
  Common stock, $.001 par value, 80,000,000 shares                    16,065        10,217
    authorized, 16,064,448 shares and 10,216,448 shares issued
    and outstanding, respectively
  Additional paid-in capital                                       6,445,539     5,957,202
  Accumulated deficit                                             (9,269,869)   (8,291,086)
                                                                 ------------  ------------

    Total stockholders' equity (deficit)                          (2,808,265)   (2,323,667)
                                                                 ------------  ------------

      Total liabilities and stockholders' equity (deficit)       $   106,433   $   102,575
                                                                 ============  ============

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


                                       33
<PAGE>
<TABLE>
<CAPTION>
                                    PAGE F-4
                                    --------

                      SHARP HOLDING CORPORATION AND SUBSIDIARY
                       CONSOLIDATED STATEMENTS OF OPERATIONS
            FOR THE YEARS ENDED DECEMBER 31, 2002, AND DECEMBER 31, 2001
                                     __________


                                                             2002          2001
                                                         ------------  ------------
<S>                                                      <C>           <C>
Revenues:
  Subscriptions                                          $   118,000   $   377,000
  Licenses                                                   242,688       364,020
  Services and other                                          13,941       759,984
                                                         ------------  ------------

    Total revenues                                           374,629     1,501,004

Operating expenses:
  Cost of sales and services                                     706       346,093
  Selling, general and administrative, including stock-
    based consideration of $146,175 and $783,506,
    respectively                                           1,154,090     2,846,557
                                                         ------------  ------------

    Total operating expenses                               1,154,796     3,192,650
                                                         ------------  ------------

      Loss from operations                                  (780,167)   (1,691,646)

Interest expense                                             187,045        94,942

Other expense                                                 17,823        62,873
                                                         ------------  ------------

Net loss, before extraordinary items                        (985,035)   (1,849,461)

Extraordinary item, gain on settlement of payables             6,252       104,742
                                                         ------------  ------------

Net loss                                                 $  (978,783)  $(1,744,719)
                                                         ============  ============

Basic and diluted net loss per share                     $     (0.08)  $     (0.18)
                                                         ============  ============

Weighted average shares used in computing basic and
  diluted net loss per share                              11,608,053     9,696,713
                                                         ============  ============
<FN>
    The accompanying notes are an integral part of these consolidated financial
                                   statements.
</TABLE>


                                       34
<PAGE>
<TABLE>
<CAPTION>
                        SHARP HOLDING CORPORATION AND SUBSIDIARY
                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIT)
                     FOR THE YEARS ENDED DECEMBER 31, 2002 AND 2001
                                       __________

                                                                               TOTAL
                                                  ADDITIONAL               STOCKHOLDERS'
                                  COMMON STOCK     PAID-IN    ACCUMULATED     EQUITY
                               SHARES     VALUE    CAPITAL      DEFICIT      (DEFICIT)
                             ----------  -------  ----------  ------------  ------------
<S>                          <C>         <C>      <C>         <C>           <C>
Balance 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 warrants in
  settlement of debt            100,625      101      95,399            -        95,500

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

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

Balance December 31, 2001    10,216,448  $10,217  $5,957,202  $(8,291,086)  $(2,323,667)

Issuance of warrants
  as compensation
  to consultants                      -        -      12,435            -        12,435

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

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

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

Balance December 31, 2002    16,064,448  $16,065  $6,445,539  $(9,269,869)  $(2,808,265)
                             ==========  =======  ==========  ============  ============
<FN>
    The accompanying notes are an integral part of these consolidated financial
                                   statements.
</TABLE>


                                       35
<PAGE>
<TABLE>
<CAPTION>
                                        PAGE F-6
                                        --------

                        SHARP HOLDING CORPORATION AND SUBSIDIARY
                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                    FOR THE YEARS ENDED DECEMBER 31, 2002, AND 2001

                                                                  2002         2001
                                                               ----------  ------------
<S>                                                            <C>         <C>
Cash flows from operating activities:
  Net loss                                                     $(978,783)  $(1,744,719)
  Adjustments to reconcile net loss to net cash
    provided by (used in) operating activities-
      Extraordinary gain                                          (6,252)     (104,742)
      Stock-based consideration                                  146,175       783,506
      Depreciation                                                39,914        47,431
      Changes in operating assets and liabilities-
        Decrease in accounts receivable                            1,351       719,453
        Increase in other current assets                         (60,000)            -
        Decrease in other assets                                     900       265,161
        Increase in accounts payable and accrued liabilities     820,783       593,724
        Decrease in software obligations payable                       -       (25,000)
        Decrease in deferred revenue                            (360,688)     (246,020)
                                                               ----------  ------------

          Net cash (used in) provided by operating activities   (396,600)      288,794
                                                               ----------  ------------

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

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

Cash flows from financing activities:
  Proceeds from borrowings                                       524,750       601,855
  Repayment of borrowings                                       (142,127)     (917,540)
                                                               ----------  ------------

          Net cash provided by (used in) financing activities    382,623      (315,685)
                                                               ----------  ------------

Net decrease in cash and cash equivalents                        (13,977)      (28,291)

Cash and cash equivalents at beginning of period                  27,295        55,586
                                                               ----------  ------------

Cash and cash equivalents at end of period                     $  13,318   $    27,295
                                                               ==========  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                       $  69,339   $    45,368
                                                               ==========  ============

Noncash investing and financing activities:
    Debt converted to common stock and paid-in capital         $ 100,000   $         -
                                                               ==========  ============

    Payables converted to common stock and paid-in capital     $ 254,262   $    95,500
                                                               ==========  ============
<FN>
    The accompanying notes are an integral part of these consolidated financial
                                   statements.
</TABLE>


                                       36
<PAGE>
                                    PAGE F-7
                                    --------

                    SHARP HOLDING CORPORATION AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                   __________

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

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

     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 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.  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 (Florida), 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
     $978,783  and  $1,744,719  for  the years ended December 31, 2002 and 2001,
     respectively.  These  recurring losses have produced an accumulated deficit
     of  $9,269,869,  and a working capital deficit of $2,840,719 as of December
     31,  2002.  Operating  losses  and negative cash flow have continued during
     2003.  As  a  result  of  shortfalls in anticipated funding, the Company is
     delinquent  on  certain  payroll  tax  deposits  due the IRS. 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


                                       37
<PAGE>
     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.  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 is in the process of exercising 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,  2002  and  2001,  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
     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


                                       38
<PAGE>
     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, 2002 and 2001, accumulated
     amortization  was  $1,540,782,  as  all  costs  are  fully amortized. 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
     well  as net gains or losses on sales of assets as a component of operating
     income.  As  of December 31, 2002 and 2001, there has been no adjustment to
     the  carrying  value  of  the  Company's  long-lived  assets.

     FAIR  VALUE  OF  FINANCIAL  INSTRUMENTS
     ---------------------------------------

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


                                       39
<PAGE>
     ACCOUNTING  FOR  STOCK-BASED  COMPENSATION
     ------------------------------------------

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

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

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

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

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

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

     In  June  2001,  the  Financial  Accounting Standards Board ("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 did
     not  have  a  material  impact  on  the  Company's results of operations or
     financial  position.

     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
     implementation  of  SFAS  No.  143  did  not  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.

     In April 2002, the FASB issued SFAS No. 145, "Rescission of FASB Statements
     No.  4,  44,  and  64,  Amendment  of  FASB Statement No. 13, and Technical
     Corrections"  (SFAS  No.  145).  SFAS  No.  145  eliminates  the  current
     requirement that gains and losses on debt extinguishment must be classified
     as  extraordinary  items  in  the income statement. Instead, such gains and
     losses  will  be  classified  as


                                       40
<PAGE>
     extraordinary  items  only if they are deemed to be unusual and infrequent.
     SFAS  No.  145  also  requires  sale-leaseback accounting for certain lease
     modifications that have economic effects that are similar to sale-leaseback
     transactions.  The changes related to debt extinguishment will be effective
     for  fiscal  years beginning after May 15, 2002, and the changes related to
     lease accounting will be effective for transactions occurring after May 15,
     2002.  The  Company  will  apply  this  guidance  prospectively.

     In  June  2002,  the  FASB  issued  SFAS  No.  146,  "Accounting  for Costs
     Associated  with  Exit  or  Disposal Activities," which addresses financial
     accounting  and  reporting  for  costs  associated  with  exit  or disposal
     activities  and  supersedes  Emerging  Issues Task Force ("EITF") Issue No.
     94-3,  "Liability Recognition for Certain Employee Termination Benefits and
     Other  Costs  to  Exit  an  Activity (including Certain Costs Incurred in a
     Restructuring)."  SFAS  No.  146  requires  companies  to  recognize  costs
     associated  with  exit or disposal activities when they are incurred rather
     than  at the date of a commitment to an exit or disposal plan. In addition,
     SFAS  No.  146  establishes  that  fair  value is the objective for initial
     measurement  of  the  liability.  SFAS  No.  146  is  effective for exit or
     disposal  activities  initiated after December 31, 2002, but early adoption
     is  permitted.  The  adoption of SFAS No. 146 will not impact the Company's
     financial  position  or  results  of  operations.

     In December 2002, the FASB issued SFAS No. 148, "Accounting for Stock Based
     Compensation",  which amends SFAS No. 123 to provide alternative methods of
     transition  for an entity that voluntarily changes to the fair value method
     of  accounting  for  stock  based employee compensation. It also amends the
     disclosure provisions of SFAS No. 123 to require prominent disclosure about
     the  effects  on  reported  net  income  of  an  entity's accounting policy
     decisions  with respect to stock based employee compensation. Finally, SFAS
     No.  148  amends  APB  Opinion  No.  28,  "Interim Financial Reporting", to
     require  disclosure  of those effects in interim financial statements. SFAS
     No.  148  is  effective for fiscal years ended after December 15, 2002, but
     early  adoption  is  permitted. The adoption of SFAS No. 148 did not impact
     the  Company's  financial  disclosures.

     Accounting  and  Disclosure Requirements for Guarantees, Including Indirect
     Guarantees  of  Indebtedness  of  Others"  ("FIN  45").  FIN  45 requires a
     guarantor  to  recognize,  at the inception of a guarantee, a liability for
     the  fair  value of the obligation undertaken in issuing the guarantee. FIN
     45  also  expands  the disclosures required to be made by a guarantor about
     its  obligations  under  certain  guarantees  that  it  has issued. Initial
     recognition  and  measurement  provisions  of  FIN  45  are applicable on a
     prospective  basis  to  guarantees  issued  or  modified.  The  disclosure
     requirements  are  effective  immediately.  The  adoption of FIN 45 did not
     impact  the  Company's  financial  position  or  results  of  operations.

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

<TABLE>
<CAPTION>
     Property  and  equipment  consist  of  the  following:

                                     Useful       December 31
                                     Lives    --------------------------
                                    in Years      2002          2001
                                    --------  ------------  ------------
<S>                                 <C>       <C>           <C>
     Computer equipment                    3  $    79,664   $    79,664
     Furniture and fixtures                5      106,008       106,008
     Leasehold improvements                1        1,720         1,720
                                              ------------  ------------
                                                  187,392       187,392
     Less accumulated depreciation               (155,488)     (115,574)
                                              ------------  ------------

       Property and equipment, net            $    31,904   $    71,818
                                              ============  ============
</TABLE>


                                       41
<PAGE>
<TABLE>
<CAPTION>
     Accrued  liabilities  consist  of  the  following:


                                            December 31
                                     ------------------------
                                         2002         2001
                                     -----------  -----------
<S>                                  <C>          <C>
          Payroll and related taxes  $   635,865  $   457,281
          Refundable deposits            175,000            -
          Interest                       274,042       97,548
          Other                           13,300       12,794
                                     -----------  -----------

            Total                    $ 1,098,207  $   567,623
                                     ===========  ===========
</TABLE>

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. (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 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
     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 LLC 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,  2002,  however,

                                       42
<PAGE>
     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.
     The  Company  plans to pursue all remedies available under the terms of the
     partnership  agreement.

     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  was  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 was recognized ratably over the 20
     month  term  of  the  agreement.

     On  September  20,  2001  the  Company  entered  into  a  software purchase
     agreement  with Neoworx, Inc. 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.

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

     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, 2002 and 2001, the
     Company  recorded  net  costs  associated  with  this  software development
     agreement  of  $-0-  and  $103,911,  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, 2002 and 2001,
     the  outstanding  balance  on  the  Credit  Line  was  $688  and  $128,065,
     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


                                       43
<PAGE>
     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.  On  November  5,  2002,  all  three  notes,  including accrued
     interest,  were converted to equity for the purchase of 1,300,000 shares of
     common  stock  and  the  signing  of  a  new note in the amount of $100,000
     bearing interest at 10 percent per annum and payable on demand. At December
     31,  2002  and  2001  the respective balance on these notes outstanding was
     $100,000  and  $200,000.

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

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

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

     Notes payable to related parties are included in related-party transactions
     Footnote  6.  Other notes payable outstanding at December 31, 2002 and 2001
     consist  of  the  following:

<TABLE>
<CAPTION>
                                                              2002         2001
                                                          ------------  ------------
<S>                                                       <C>           <C>
     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  individual,  bearing  interest
       of  10%  per  year,  payable  on  demand,  uncollat-
       eralized                                               240,000             -
                                                          ------------  ------------

                                                          $   440,000   $   290,000
                                                         ============  ============
</TABLE>

8.   INCOME TAXES
     ------------

<TABLE>
<CAPTION>
     The  components  of  the  Company's  deferred  tax  assets  are as follows:


                                                 December 31,
                                          --------------------------
                                              2002          2001
                                          ------------  ------------
<S>                                       <C>           <C>
     Net operating loss carryforwards     $ 2,461,007   $ 2,258,357
     Technology license                        23,290        23,290
     Accrued expenses not yet deductible      171,479        50,753
     Contributions carryforward                 2,040         2,040
     Property and equipment                    (7,737)       (3,249)
                                          ------------  ------------

       Total deferred tax assets            2,650,079     2,331,191

     Less valuation allowance              (2,650,079)   (2,331,191)
                                          ------------  ------------

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


                                       44
<PAGE>
     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,  2002  and  2001  is  as  follows:

<TABLE>
<CAPTION>
                                                 2002                  2001
                                        --------------------  --------------------
                                          Amount    Percent     Amount    Percent
                                        ----------  --------  ----------  --------
<S>                                     <C>         <C>       <C>         <C>
       Benefit for income tax at
         federal statutory rate         $(332,786)   (34.0%)  $(593,204)   (34.0%)
       Non-deductible expenses              4,177        0.5     70,646       4.0
       Other                                5,233        0.5    (87,645)     (5.0)
       Increase in valuation allowance    323,376       33.0    610,203      35.0
                                        ----------  --------  ----------  --------

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

     As of December 31, 2002, the Company has generated net operating loss (NOL)
     carryforwards  of  approximately  $7.59  million available to reduce future
     income  taxes.  These  carryforwards  begin  to expire in 2019. A change in
     ownership,  as  defined  by  federal  income  tax  regulations,  could
     significantly limit the Company's ability to utilize its carryforwards. The
     Company's  ability  to utilize its current and future NOLs to reduce future
     taxable  income  and  tax liabilities may be limited. Additionally, because
     federal  tax  laws  limit  the time during which these carryforwards may be
     applied  against  future  taxes,  the  Company may not be able to take full
     advantage  of  these  attributes  for  federal  income tax purposes. As the
     Company  has  incurred  a loss since inception and there is no assurance of
     future  taxable income, a valuation allowance has been established to fully
     offset  the  deferred  tax  asset  at  December  31,  2002  and  2001.


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.

     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, 2002.

     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.


                                       45
<PAGE>
     A  summary  of  the Company's stock options and warrants as of December 31,
     2002  and  2001,  is  as  follows:

<TABLE>
<CAPTION>
                                                                  Price
                                        Options     Warrants    Per Share
                                       ----------  ----------  ------------
<S>                                    <C>         <C>         <C>
     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
     Granted                           3,000,000     475,000   $ 0.02-$0.50
     Exercised                                 -           -              -
     Forfeited/canceled                        -           -              -
                                       ----------  ----------

     Outstanding at December 31, 2002  3,163,136   1,669,998   $0.02-$15.00
                                       ==========  ==========

     Exercisable at December 31, 2002  3,163,136   1,669,998   $0.02-$15.00
                                       ==========  ==========
</TABLE>

     The  following table summarizes information about stock options outstanding
     at  December  31,  2002:

<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            2002       (In Years)     Price        2002        Price
     ------------  ------------  ------------  ---------  ------------  ---------
<S>                <C>           <C>           <C>        <C>           <C>
    $0.10-$15.00     3,163,136           4.8  $    0.40     3,163,136  $    0.40
</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,  2002  and  2001:  risk-free  interest  rate  of 5.0 percent;
     dividend  rates  of  zero; actual lives in years; expected volatility of 30
     percent  during 2002 and 2001. The 3,163,136 options and 1,669,998 warrants
     outstanding  as  of December 31, 2002, have a remaining contractual life of
     between  1.5  and  6.8  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 characteristics significantly different from
     those  of  traded  options, and changes in the subjective input assumptions
     can  materially  affect  the  fair  value  estimate.


                                       46
<PAGE>
     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, 2002 and
     2001,  would  have changed as indicated in the following pro forma amounts:

<TABLE>
<CAPTION>
                                                  2002          2001
                                              ------------  ------------
<S>                                           <C>           <C>
       Net loss:
         As reported                          $  (978,783)  $(1,744,719)
         Pro forma                             (1,086,783)   (1,795,455)
       Basic and diluted net loss per share:
         As reported                          $     (0.08)  $     (0.18)
         Pro forma                                  (0.09)        (0.19)
</TABLE>

     The  Company  recorded  approximately  $12,435  and $39,399 in compensation
     expense  relating  to warrants issued to nonemployee consultants during the
     years  ended  December 31, 2002 and 2001, 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, the Company had incurred $25,002 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,  2002  and 2001, was $37,725 and $86,125, respectively. At December 31,
     2002, the Company had no future minimum lease payments under non-cancelable
     operating  leases.

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

     At  December 31, 2002, the Company was delinquent on approximately $322,000
     in  payroll  tax deposits. The Company is subject to interest and penalties
     for making payroll tax deposits with the Internal Revenue Service after the
     due  date. The Company has accrued estimated interest and penalties through
     December  31,  2002. Management believes additional interest and penalties,
     if any are levied, will not be material to the Company's financial position
     or  results  of  operations.

     In  November  1999, the Company 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


                                       47
<PAGE>
     three  years to its current and future Internet access customers. Qwest has
     failed to fulfill its marketing commitments under this agreement. Under the
     terms of the agreement Qwest must reimburse the Company for the damages the
     Company  suffered due to Qwest's breach of the agreement. The Company plans
     to  pursue  all  remedies  available  under  the  terms  of the partnership
     contract.

     In  connection  with  that  same  development  and distribution partnership
     agreement  with  Qwest, we engaged the software development services of the
     Navi-Gates  Corporation, a company controlled by our former chief financial
     officer.  As  part of its compensation, Navi-Gates was to receive a royalty
     on  each  unit  of  software  sold by Qwest and Sharp Technology under this
     agreement.  On  May  15,  2002  petition  number  2002-24598,  "Navi-Gates
     Corporation vs. Sharp Technology, Inc. and Qwest Communications, Inc., etal
     "  was filed against our subsidiary, Sharp Technology, Inc. in the District
     Court  of  Harris  County,  Texas, 269th Judicial District. In the petition
     Navi-Gates Corporation is attempting to secure reimbursement of its damages
     arising  from the failure of Qwest to fulfill its marketing commitments. We
     believe  this  matter  will  not  have  a  material  adverse  effect on our
     financial  position  or  results  of  operations.

     On  February 8, 2002 petition number 2002-06647, "Leslie Sachnowitz Meimoun
     and Sheila Sachnowitz Curl vs. George T. Sharp and Sharp Technology, Inc.,"
     was  filed  against  our  subsidiary,  Sharp Technology, Inc. and our chief
     executive  officer  in  the  District  Court of Harris County, Texas, 334th
     Judicial  District.  In the petition, the heirs of a recently deceased note
     holder/shareholder  seek  judgment against us for non-payment of a note. In
     addition to the $200,000 principal balance of the note, the plaintiffs seek
     payment  of  past due interest on the debt and reimbursement of court costs
     including  reasonable attorneys fees. On July 26, 2002, the Company reached
     a  settlement that will allow the Company to pay a total amount of $250,000
     that  includes  all  interest,  legal fees, and court costs by December 31,
     2002. One Million Five Hundred Thousand (1,500,000) shares of the Company's
     restricted  common  stock  collateralize the settlement and would have been
     returned  to  the Company if payment had been made by December 31, 2002, in
     accordance with the settlement agreement. At December 31, 2002, payment has
     not  been  made  according to the settlement and as a result the Company is
     now  liable  for  an  additional  $100,000  under  the  provisions  of  the
     settlement.  This  additional amount has been accrued at December 31, 2002,
     and  is  reflected  in accrued liabilities in the accompanying Consolidated
     Balance  Sheet.

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


11.  SUBSEQUENT  EVENTS
     ------------------

     Effective  February 28, 2003, the Company acquired substantially all of the
     assets  of  John  Galt  Media,  Inc.  As  consideration  for  this  asset
     acquisition,  we  gave  John  Galt  Media,  Inc.  3,000,000  shares  of our
     restricted  common stock and warrants to purchase up to 1,000,000 shares of
     our  restricted  common  stock at an exercise price of $0.01 per share that
     expires on April 30, 2008. We also assumed up to $140,000 of liabilities of
     John  Galt Media, Inc. including contracts and leases. This acquisition was
     the  result  of  arms  length negotiations between the parties. However, no
     appraisal  was  done.

     The  assets that we acquired consist of six U.S. patents involving security
     and  Internet connectivity, trademarks, domain names and other intellectual
     property  related  to  a medthodology of digital rights security. John Galt
     Media,  Inc. engages in the business of securing information and content on
     CD's  and  web sites. We also acquired the office and computer equipment of
     John  Galt  Media.


                                       48
<PAGE>
INDEX OF EXHIBITS

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.

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.

                                       49
<PAGE>
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)vii     Promissory  Note  between  Sharp  Holding  Corporation and
               Gilbert  Gertner  dated  November  5,  2002.

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.


                                       50
<PAGE>