EXHIBIT 14.1

                            SHARP HOLDING CORPORATION

                     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
                          AND SENIOR FINANCIAL OFFICERS


I.   INTRODUCTION  AND  PURPOSE

     This  Code  of Ethics for Principal Executive and Senior Financial Officers
(hereinafter  referred  to  as  the "Code") helps maintain standards of business
conduct  and  ensures  compliance with legal requirements, specifically, but not
limited  to,  Section  406  of  the  Sarbanes-Oxley  Act  of  2002 and SEC rules
promulgated  thereunder,  for  Sharp  Holding  Corporation  (the  "Company")

     In  addition to securing compliance with legal requirements, the purpose of
the  Code  is  to  deter wrongdoing and promote ethical conduct, and full, fair,
accurate,  timely, and understandable disclosure of financial information in the
periodic  reports  of  the Company.  The matters covered in this Code are of the
utmost  importance  to  the Company, our stockholders and our business partners,
and  are essential to our ability to conduct our business in accordance with our
stated  values.

     Financial  executives  hold  an  important  and  elevated role in corporate
governance  and  are uniquely capable and empowered to ensure that stockholders'
interests  are  appropriately  balanced,  protected and preserved.  Accordingly,
this  Code  provides  principles  to  which financial executives are expected to
adhere  and  advocate.  This  Code  embodies rules regarding individual and peer
responsibilities,  as  well  as  responsibilities to the company, the public and
others.

II.  APPLICATION

     This Code is applicable to the following persons (hereinafter referred to
as the  "Officers"):

     1.   The Company's principal executive officers;
     2.   The Company's principal financial officers;
     3.   The Company's principal accounting officer or controller; and
     4.   Persons performing similar functions.

III. CODE  OF  ETHICS:

Each  Officer  shall  adhere  to  and  advocate  the  following  principles  and
responsibilities  governing  professional  and  ethical  conduct:

     1.   Act  with honesty and integrity, avoiding actual or apparent conflicts
          of  interest  in  personal  and  professional  relationships.
     2.   Provide information that is full, fair, accurate, complete, objective,
          relevant,  timely,  and  understandable  to  the  Company's  Board  of
          Directors,  the  Securities  and  Exchange  Commission,  the Company's
          stockholders,  and  the  public.
     3.   Comply  with  applicable  governmental  laws,  rules, and regulations.
     4.   Act  in  good  faith,  responsibly,  with  due  care,  competence  and
          diligence,  without  misrepresenting  material  facts or allowing your
          independent  judgment  to  be  subordinated.
     5.   Take  all  reasonable  measures  to  protect  the  confidentiality  of
          non-public  information  about  the  Company acquired in the course of
          your  work  except  when  authorized or otherwise legally obligated to
          disclose such information and to not use such confidential information
          for  personal  advantage.
     6.   Assure  responsible  use  of and control over all assets and resources
          employed  or  entrusted  to  you.
     7.   Promptly  report  to  the  Chairman  of  the  Board  of  Directors:

          a.   any  information  you  may  have  regarding any violation of this
               Code;


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          b.   any  actual  or  apparent  conflict  of interest between personal
               and/or  professional  relationships  involving  management or any
               other  employee with a role in financial reporting disclosures or
               internal  controls;
          c.   any  information you might have concerning evidence of a material
               violation  of  the securities or other laws, rules or regulations
               applicable  to  the  Company  and  its  operations;
          d.   significant  deficiencies  in the design or operation of internal
               controls  that  could  adversely  affect the Company's ability to
               record,  process,  summarize  or  report  financial  data;  or
          e.   any  fraud,  whether or not material, that involves management or
               other  employees  who  have  a  significant role in the Company's
               financial  reporting,  disclosures  or  internal  controls.

IV.  REPORTING  PROCEDURE,  PROCESS  AND  ACCOUNTABILITY

     As  discussed  above,  Officers shall promptly report any violation of this
Code  to  the  Chairman  of  the  Board  of  Directors.

     Reports of violations under this Code received by the Chairman of the Board
of  Directors  shall  be  investigated by the entire Board of Directors.  In the
event  of  a  finding  that  a  violation of this Code has occurred, appropriate
action  shall  be  taken  that is reasonably designed to deter wrongdoing and to
promote  accountability  for  adherence  to  this  Code, and may include written
notices  to  the  individual involved of the determination that there has been a
violation,  censure  by  the  Board, demotion or re-assignment of the individual
involved,  suspension  with or without pay or benefits, and up to and including,
if  appropriate, termination of the individual's employment. In determining what
action  is  appropriate  in  a  particular case, the Board of Directors  (or the
independent  directors  of the Board as the case may be) shall take into account
all  relevant  information,  including the nature and severity of the violation,
whether  the  violation was a single occurrence or repeated occurrences, whether
the  violation  appears  to  have  been  intentional or inadvertent, whether the
individuals in question had been advised prior to the violation as to the proper
course  of  action and whether or not the individual in question  had  committed
other  violations  in  the  past.

V.   ANONYMOUS  REPORTING

Any violation of this Code and any violation by the Company or its directors or
officers of the securities laws, rules, or regulations, or other laws, rules, or
regulations applicable to the Company may be reported to the Chairman of the
Board of Directors anonymously.

VI.  NO  RETALIATION

It is against the Company's policy to retaliate in any way against an Officer
for good faith reporting of violations of this Code.


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VII. WAIVER  AND  AMENDMENT

The Company is committed to continuously reviewing and updating its policies and
procedures.  Therefore,  this  Code is subject to modification. Any amendment or
waiver  of  any  provision  of  this  Code  must  be  approved in writing by the
Company's  Board of Directors and promptly disclosed pursuant to applicable laws
and  regulations.

VIII.  ACKNOWLEDGMENT  OF  RECEIPT OF CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND
       SENIOR  FINANCIAL  OFFICERS

     I  have  received  and  read  the  Company's  Code  of Ethics for Principal
Executive  and  Senior  Financial  Officers  (the  "Code").  I  understand  the
standards  and  policies  contained in the Code and understand that there may be
additional  policies  or  laws applicable to my job.  I agree to comply with the
Code  in  all  respects.

     If  I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I  know  that I can consult with the Chairman of the Board of Directors, knowing
that  my  questions  or  reports  will remain confidential to the fullest extent
possible.

     I understand that my agreement to comply with this Code does not constitute
a  contract  of  employment.



 /s/ George Sharp
----------------------------
George Sharp, CEO

  April 12, 2004
----------------------------
Date


  Please sign and return this form to the Chairman of the Board of Directors.


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