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, 2000

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

                         Commission file number 0-28829

                       CELEBRITY ENTERTAINMENT GROUP, INC.
                       -----------------------------------
                 (Name of Small Business Issuer in Its Charter)

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

                 5120 WOODWAY,  SUITE 9029, HOUSTON, TEXAS 77056
                 -----------------------------------------------
              (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, 2000 were $1,818,694. The
aggregate  value  of  Common  Stock  held by non-affiliates of the registrant at
March  21,  2001  based  upon  the  last  reported  sales prices on the National
Association  of  Securities Dealers OTC Bulletin Board was $14,981,788. At March
21,  2001,  there  were  9,235,823  shares  of  Common  Stock  outstanding.


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<PAGE>
                                TABLE OF CONTENTS


                                     PART I

Item  1.   Description  of  Business

Item  2.   Description  of  Property

Item  3.   Legal  Proceedings

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


                                     PART II

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

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

Item  7.   Financial  Statements

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


                                    PART III

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

Item  10.  Executive  Compensation

Item  11.  Security  Ownership  of  Certain  Beneficial  Owners
           And  Management

Item  12.  Certain Relationships and Related Transactions

Item  13.  Exhibits and Reports on Form  8-K


                                      - 2 -
<PAGE>
                                     PART I

ITEM  1.   DESCRIPTION  OF  BUSINESS


THE  COMPANY

Celebrity  Entertainment  Group,  Inc.,  a Wyoming corporation together with its
wholly-owned  subsidiary,  Sharp  Technology,  Inc., a Delaware corporation (the
"Company" or "we"), specializes in developing Internet security, e-commerce, and
content  management  software  products.  Our  product distribution and business
strategy  focuses  on  establishing  collaborative  relationships  with  large
corporations  ("Redistribution  Partners")  that  have  large, existing customer
bases.  We  provide  these  businesses  with  products and services to help them
retain  customers  and  strengthen their Internet brand presence. Our goal is to
generate  recurring  revenues  from  an  expanding  user  base  in a manner that
maximizes  the  Company's  customer  relationships  and  provides  value  to our
shareholders.

Our  operating  strategy  capitalizes on shared synergies. By leveraging product
delivery  through customer bases owned by our Redistribution Partners, we obtain
certain  advantages.  To  a  substantial  extent,  we avoid classic distribution
channel  expenses  and eliminate a material portion of marketing and fulfillment
costs.  Since  such costs are significant to most software companies, we believe
our  distribution  model  adds important support for profitability. In addition,
since  certain  of  our  distribution  contracts  allow  us  to  share  customer
information  with  our  Redistribution Partners, we believe there is significant
opportunity  to  expand  our  customer  base.  The  Company's  growth is largely
dependent  upon its relationship with its Redistribution Partners and e-commerce
affiliates.  Currently,  our  principal  Redistribution  Partner  is  Qwest
Communications  International,  Inc.,  ("Qwest"). In addition, we have completed
agreements with approximately 40 major retailers, ("Retailers"), with respect to
their  participation  in  our  "Desktop  Mall"  e-commerce  effort.

In  order  to  provide  the  volume  of  quality  products  and  services  our
Redistribution  Partners  require,  we  have  developed  a  network  of  outside
resources.  Software  products  are  either  licensed  or  developed  as needed.
Software development is supported by the efforts of several development entities
including  Petroleum  India  International,  one  of  India's  largest
engineering/software  consortiums.  We  also contract our 24x7 technical support
from  Stream  Services  Corporation, a  large provider of technical and customer
support  services.

We  intend  to  expand  the  number  of  our Redistribution Partners; enrich the
content  of  our proprietary applications; host and maintain our own, as well as
third  party, software applications; distribute multiple software offers to each
of the end-users we acquire through our Redistribution Partnerships, and provide
strategic  design, marketing, e-commerce and software development services to an
expanding  base  of  corporate  customers.


HISTORY

On December 18, 2000, Celebrity Entertainment Group, Inc. ("Celebrity"), and its
wholly-owned  subsidiary,  Sharp  Florida  Acquisition  Corp.,  entered  into an
Agreement  and  Plan  of  Merger  and  Reorganization  ("Agreement")  with Sharp
Technology,  Inc ("Sharp"). Pursuant to the Agreement, Celebrity acquired all of
the  issued  and  outstanding  shares  of Sharp, and Sharp became a wholly-owned
subsidiary  of  Celebrity  (the  "Merger").  As  consideration for the shares of
Sharp,  Celebrity  issued an aggregate of 6,518,248 shares of Celebrity's common
stock  to  the former Sharp stockholders effecting a 3-for-1 exchange of Sharp's
shares  for  those  of  Celebrity.  Following  the  transaction,  Sharp'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
and/or  its  stockholders.

The  Merger  was  accounted  for  as  a  recapitalization of Sharp for financial
reporting  and  accounting  purposes;  therefore,  Sharp  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.


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<PAGE>
Prior  to  its  merger  with  Sharp,  Celebrity was a dormant shell company with
discontinued  operations.  Celebrity  was  incorporated on May 2, 1983 as a Utah
Corporation  under  the name Acceleration Investments, Inc. Its name was changed
twice  in  1984,  first to Herradura Petroleum Corp., then to Petro Development,
Inc.  In  July  1994,  Celebrity  formed  a  Nevada  corporation  known as Petro
Development, Inc., and changed its domicile to Nevada. In August 1994, Celebrity
changed  its name to Odyssey NA, Inc. On January 11, 1996, Celebrity merged with
Outlaw  Entertainment  Group,  Inc.  and  changed  its  domicile  to Wyoming. On
February  23,  1996,  Celebrity merged with Celebrity Entertainment Group, Inc.,
which  was  the  surviving  company.

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

The Company is holding a meeting of its shareholders on April 5, 2001 to request
approval  to  reincorporate  via  merger with a wholly-owned Delaware subsidiary
established for the purpose of changing its domicile. As part of this merger, it
intends  to  change  its  name  to  Sharp  Holding  Corp.

FORWARD  LOOKING  STATEMENTS  AND  INFORMATION

The  Company  is including 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 behalf of, the Company.  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.  The  Company's  expectations,  beliefs  and  projections  are
expressed  in  good  faith  and are believed by the Company to have a reasonable
basis,  including  without  limitation,  management's  examination of historical
operating  trends,  data  contained  in  the  Company's  records  and other data
available  from  third  parties, but there can be no assurance that management's
expectation,  beliefs  or  projections  will  result,  be  achieved,  or  be
accomplished.

PRODUCTS,  SERVICES  AND  MARKETING

The  Company  develops  or  licenses  software solutions for bundled delivery in
conjunction  with its Redistribution Partners. The contents of its offerings are
targeted  at  helping  those  partners  retain  customers  and  strengthen their
Internet  brand  presence.  The  Company  believes  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.


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<PAGE>
"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.

We  are  currently  finalizing  development  of  Desktop  Mall  and  anticipate
completion  of  our  first  full  operating  version  during  April,  2001.

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

We  are  in  the  process  of  developing  Beta versions of It's Your Net LAN, a
product  created  to extend It's Your Net's capabilities and fully integrate its
operations  in  Microsoft  NT  and  Windows  2000  environments.

"Bundled  Software  Offerings"  -  As part of its business strategy, the Company
-----------------------------
creates  special  software  bundles for distribution in response to the needs of
its Redistribution Partners. For example, a Redistribution Partner may desire to
provide free software as an incentive to its current customers to entice them to
accept new product or service offerings. In such instances, the Company may seek
to  determine whether one of its products can be profitably suited to this need.
As  an  alternative,  or  in  addition,  the  Company  may  seek  to license and
redistribute  the  products  of  a  third-party.

During  fiscal years 2000 and 1999, 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.

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

On  inspection,  one  can  conclude  that the importance of the Internet has not
diminished.  The manner in which Internet technologies will be adopted, however,
has  changed  dramatically.  The  focus  is  no  longer on a few technologically
advanced  Internet  market-makers. Instead, almost every major corporation is in
the  process  of  examining  how the real benefits of the Internet can be put to
work  in  their  organizations. Faced with growing competition, deregulation and


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<PAGE>
globalization,  companies  are  increasingly  looking  to  utilize  Internet
technologies to develop a sustainable competitive advantage.  They have begun to
expand  their  use of efficient and low-cost Internet technologies to replace or
enhance traditional operations, such as customer relationship management, supply
and  service  chain  management,  employee  training  and  communication.

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

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

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

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


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

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

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

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

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

The  Internet also is impacting other core business concerns, including customer
relationships  and  product  management.  In order to integrate and optimize new
business  solutions,  organizations  are  seeking e-commerce initiatives such as
web-based  sales,  one-to-one  marketing,  online customer service, supply chain
management  and  web-based  fulfillment.  To  successfully  achieve  the desired
benefits  from  these  e-commerce  initiatives,  organizations  require  a
comprehensive  end-to-end  software  solution  that integrates and optimizes key
business  processes-from  customer  management  to  distribution-with  real time
visibility  and  collaboration capabilities among trading partners. In addition,
many  organizations  need solutions and services that enable them to quickly and
cost-effectively  deploy  and  optimize  Internet-based  marketplace  trading
capabilities.

Content  Management
-------------------
Increasingly,  companies  are turning to the Internet as the primary vehicle for
information delivery. Online business requires effective management and delivery
of  information  to  customers,  partners  and  employees.  Forrester  Research
indicates  that, during the year 2000, many companies have 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.


                                      - 7 -
<PAGE>
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. According to Forrester Research the
education  Internet access control market is expected to be worth more than $500
million  by  2003.

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


COMPETITION

The  market for specialized Internet applications is highly competitive, and the
Company  expects  that  this  competition  will  intensify  in  the  future. The
Company's  marketplace  is characterized by rapid technological change, evolving
industry standards and compressed product life cycles.  The Company believes the
principle  factors  impacting  competition  in  its  markets  are  strategic
affiliations,  time  to  market,  cost,  product  quality  and  performance,
intellectual  property,  customer  relationships  and  reputation.  In providing
specialized  software  application  design and development, the Company competes
with  numerous  businesses  that  also  provide  software design and development
services, companies that have developed and market application specific Internet
software  products,  companies that provide software tools that enable customers
to  develop  specific  Internet-enabled software applications and companies that
choose  to  develop  Internet  application  products internally. There are large
custom  software  developers, integrators and resellers whose services include a
broad  range  of Internet and Intranet security software applications design and
development  services.  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 marketing or software
solution  providers  (i.e.,  ITXC  Corporation, Comet Systems, Netcentives Inc.)
content  management  software  developers  (i.e. The Learning Company, Surfwatch
Software  Corporation,  Software  International,  Inc.  and  Sterling  Software
Corporation)  and  Internet  security software developers (i.e., Trend Micro and
Network ICE).  Additionally, new, alternative software providers may emerge that
directly  compete  with  the  products that the Company offers. The Company also
competes  with  certain  large  advertising  agencies  and  Internet  web  site
development  houses  with  respect to its work to customize customer affiliation
solutions  for Redistribution Partners. We believe that the Company's experience
in  software  marketing and desktop software development provides certain market
advantages  with  respect  to  this competition. There is no assurance, however,
that  the Company will be able to compete effectively against these competitors.

The  Company  competes with other developers of content management software. The
content  management  arena  remains  one  of  the  largest  opportunities on the
Internet.  The fear of subjecting users to inappropriate information ranks among
the  largest barriers to accelerated adoption. In addition, the unfocused use of
the  Internet  in  work environments remains a major concern among corporations.
With  respect  to  content  management  products, the Company considers its most
significant  competitor  to  be  Cyber  Patrol. Cyber Patrol is the maker of the
world's  most  widely used Internet filtering software. Cyber Patrol experienced
an increase of 58% in its 1999 sales and has been highly regarded in the area of
Internet  information  management and security software programs. In the area of
intrusion detection, The Company competes with Network ICE. Network ICE enjoys a
first-to-market  advantage.  Due  to  the  dominant forces in the marketplace by
Cyber  Patrol,  Network  ICE and other companies, there is no assurance that the
Company  will  be  able  to  compete  effectively  against its competitors.  The
Company  believes,  however  that  its  products  contain  certain interface and
technical  advantages  that  grant  them  superiority.

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.


                                      - 8 -
<PAGE>
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.

We have applied for federal registration of the following trademarks and service
mark  with  the  United  States Patent and Trademark Office: HACK TRACERTM, IT'S
YOUR  NETTM,  IT'S  LIKE  CALLER  ID  FOR  THE  INTERNETSM.

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 2000 and 1999 the Company entered into the following license
or  royalty  agreements:

In  December  1998, Sharp 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, Sharp delivered a
collection  of  three  Internet  software applications  (the Collection) to then
current  US West Internet access customers. In September 1999, Sharp 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.

On  March  30, 1999, Sharp 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  Sharp. In consideration for the acquisition of the
Proprietary  Technology,  Sharp  agreed  to pay Netsnitch (a) royalties based on
usage  of  the  Proprietary  Technology,  (b)  $256,800 as a lump-sum royalty in
association  with  Sharp's  Agreement  with US West, (c) issue Netsnitch 133,333
shares  of  Sharp's  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  August  31,  1999,  Sharp  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 Sharp a
nonexclusive  right  and license to market and otherwise distribute, pursuant to
the  Agreement  between Sharp and US West, certain of CBT's Internet interactive
training  software.  In  consideration  for  the  OEM/Reseller  Agreement, Sharp
agreed  to  pay  CBT  a  total  of  $200,000.


                                      - 9 -
<PAGE>
In  November  1999, Sharp and US West (now Qwest) entered into a development and
distribution  partnership  agreement  (the  Development Agreement).  Pursuant to
the  provisions  of the Development Agreement, Sharp is required to complete the
development  of a certain Internet software application that will be offered and
marketed  to  Qwest  Internet  access  customers.  US  West  agreed to pay up to
$125,000  for  development  costs and 50 percent of all royalties due ($1.00 per
copy)  under  the  Development Agreement. Sharp delivered the software under the
agreement during November, 2000 and Qwest is currently planning product roll-out
and  marketing.

On  February  8,  2000, Sharp 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 Sharp's agreement with US
West.  In  consideration  for  this  agreement,  Sharp 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, 60,000 warrants were valued at $24,660 based
on  fair  market  value as determined by management and use of the Black-Scholes
pricing  model.  As  of  December  31,  2000,  Sharp had recorded deferred costs
associated with this software development agreement of $102,500.  On January 15,
2001,  Sharp  and  Neoworx  concluded  the  agreement,  and  Sharp agreed to pay
$62,500.

In  August  2000,  Sharp  licensed  Qwest  the  rights to distribute an Internet
security  software application (HackTracer) for a period of two years.  Sharp is
required  to provide support for the term of the agreement.  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.  Sharp  agreed  to pay Qwest 10 percent of all gross profits from all
license  of  HackTracer  by  any third party.  The  $728,049 is being recognized
ratably  over  the  two-year term of the agreement.  For the year ended December
31,  2000,  Sharp  recognized  $121,342  in  conjunction  with this distribution
agreement.


CERTAIN OTHER  RISK  FACTORS

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

Liquidity  And  Capital  Resources
----------------------------------
Through  December  31,  2000,  the  Company  had  an accumulated deficit of $6.5
million. Of that amount, $2.8 million resulted from stock-based compensation and
consideration  related  to  the  fair  market  value of stock and stock warrants
granted  in  connection  with  certain software development contracts, financial
services  consulting agreements and warrants granted to certain debt holders. We
have  had  negative  cash flows from operations of $1,536,000 and $1,039,000 for
the  periods  ended  December 31, 2000 and 1999, respectively, and had a working
capital  deficit  of  $1.6  million  at  December 31, 2000. Operating losses and
negative  cash  flow  have  continued  during 2001. As a result of shortfalls in
anticipated funding, 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, 2000. This amount has increased in 2001, and the Company is subject
to  interest  and  penalties in connection therewith. Subsequent to December 31,
2000,  the  Company has secured a guarantee from its chief executive officer for
the  payment  of  all  delinquent  payroll  taxes  and any related penalties and
interest.  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  is  expected  to  experience  cash flow
deficits,  which will necessitate additional financing. The Company's 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 acceptable to the Company. These events
raise  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  payments  related  to  its  agreement  with  Qwest
Communication Services, Inc. The Company's future success is dependent upon many
factors  including,  but  not limited to; its ability to continue to develop and
market  products  and  services,  its ability to maintain current Redistribution
Partnerships  and  enter  into  new Redistribution Partnerships, satisfaction of
delinquent  payroll  taxes  and  any  associated interest and penalties, and the
obtaining  of  the funds necessary to complete these activities.  As a result of
the  aforementioned  factors  and  the  related  uncertainties,  there can be no
assurance  of  Sharp's  future  success.


                                     - 10 -
<PAGE>
Reliance  Upon  Strategic  Partnerships,  Acquisitions  And  Relationships
--------------------------------------------------------------------------
Substantially  all  of  the  Company's  revenues  through December 31, 2000 were
generated by contracts with US West (now Qwest).  Accordingly, if our agreements
with  Qwest are terminated, or are not renewed, our revenues and operations will
be  negatively  impacted.

We  depend on third party companies and on strategic partnerships to develop and
distribute  our  products.  The  loss  of  their  services would have an adverse
effect  on its 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,  the Company 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,  the Company must continually change and improve its
products  in  response  to  changes  in operating systems, application software,
computer and communications hardware, networking software, programming tools and
computer  language  technology.  The  introduction  of  products  embodying  new
technologies  and  the  emergence  of new industry standards may render existing
products  obsolete  or  unmarketable. In particular, the market for Internet and
intranet  applications  is  relatively  new  and is rapidly evolving. Our future
operating  results  will depend upon our ability to enhance our current products
and  to  develop  and  introduce new products on a timely basis that address the
increasingly  sophisticated  needs  of  our  customers  and  that keep pace with
technological  developments,  new  competitive  product  offerings  and emerging
industry  standards.  There  can  be no assurance that: we will be successful in
developing  and  marketing  new products or product enhancements that respond to
technological  change  and  evolving  industry  standards,  that  we  will  not
experience  difficulties that could delay or prevent the successful development,
introduction  and  marketing  of  these  products,  or that any new products and
product  enhancements  will  adequately meet the requirements of the marketplace
and  achieve  market  acceptance. If we do not respond adequately to the need to
develop  and  introduce  new  products or enhancements of existing products in a
timely  manner  in  response  to  changing  market  conditions  or  customer
requirements,  our  business, operating results and financial condition would be
materially  adversely  affected.

The  markets  for  our  products are rapidly evolving. There can be no assurance
that  the  Internet  or  common  public  protocols  will  continue to be used to
facilitate communications or that the market for Internet marketing and software
in  general will continue to expand or that the demand for our software products
in particular will expand. Continued growth of this market will depend, in large
part, upon the continued expansion of Internet usage by consumers, the number of
organizations  adopting  or  expanding  Internet use for marketing, and upon the
ability  of  their respective infrastructures to support an increasing number of
users  and  services.  If the necessary infrastructure or complementary products
and  services  are  not  developed  in  a  timely  manner and, consequently, the
Internet  software  markets  fail  to  grow or grow more slowly than the Company
currently  anticipates,  the Company's business, operating results and financial
condition  would  be  materially  and  adversely  affected.

We plan to increase customer volumes. If our facilities and employees are unable
to  manage  an  ever-growing  number  of  customers and orders while maintaining
current  levels  of quality, we may not acquire the customers needed to meet our
plan.

Product  Liability;  Risk  Of  Product  Defects
-----------------------------------------------
The  Company's  sales  agreements typically contain provisions designed to limit
its  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 the Company's agreements may not be effective.
The Company may have the risk of product liability and related claims. A product
liability claim brought against the Company could have a material adverse effect
upon  the  Company's  business,  operating  results  and  financial  condition.

Software  products  as  complex  as  those  offered  by  the Company 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


                                     - 11 -
<PAGE>
time-consuming.  Despite  testing  by  the  Company and 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 the Company, any of which
could  have  a  material  adverse  effect upon the Company's business, operating
results  and  financial  condition.

Governmental  Regulation
------------------------
The  Company  is  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

The Company faces no pressures with respect to the availability of raw materials
required  to  support its operations and does not foresee any material impact on
its  business  arising  from  the  effects  of environmental legislation. During
fiscal years 2000 and 1999, $760,000 and $457,000 respectively, were expended on
costs  of  sales  and  services  related  to  the  Company's  products.

EMPLOYEES

We  currently  have  approximately  20  full-time  employees.  We expect to hire
employees and/or additional consultants in conjunction with the expansion of our
business.  Our  success  depends  upon  our ability to attract, train and retain
qualified  personnel.  No  employees  are  represented by a union and no general
labor  contracts  are in effect. We believe we have a good relationship with our
employees.

ITEM  2.   DESCRIPTION  OF  PROPERTY

The  Company  leases approximately 5,000 square feet as its primary office space
in  a  mid-rise  office  building at 5120 Woodway, Suite 9029 in Houston, Texas.
For  the period from January 1, 2000 through December 31, 2000, rents associated
with this space totaled $61,463. The lease on the Company's primary office space
expires  on  April  30,  2001. The Company does not anticipate any difficulty in
either  extending  its current lease, or securing alternative leased facilities.
In  addition,  the Company opened a sales office in Phoenix, Arizona on April 3,
2000.  Office  space  supporting  the Phoenix operations is leased on a month to
month  basis and can be canceled with 30 days notice.  Lease payments associated
with  the Phoenix sales office are $3,100 per month. On July 5, 2000 the Company
also  leased  a  sales office in Denver. This lease is in effect until March 31,
2001.  Monthly  lease payments associated with the Denver office are $1,490. The
Company's  total  rental  expense  for the fiscal year ending December 31, 2000,
including  office  rents  and  certain  equipment  leases  was  $  132,734.

ITEM  3.  LEGAL  PROCEEDINGS

Celebrity  is  not a party to any material legal proceedings. From time to time,
the  Company  may  be involved in various claims or other actions arising in the
ordinary  course  of  business.  Management  believes  these  matters  do  not
individually,  or  in aggregate, have a material adverse effect on the Company's
financial  position  or  results  of  operations.

ITEM  4.  SUBMISSION  OF  MATTERS  TO  A  VOTE  OF  SECURITY  HOLDERS

None.


                                     - 12 -
<PAGE>
                                     PART II

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

Celebrity's  common  stock  is  traded on the National Association of Securities
Dealers  OTC  Bulletin Board under the symbol "CLNG". The market for Celebrity's
common 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
Celebrity's  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
Celebrity  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 1999:
-----------------
First Quarter                          *            *
Second Quarter                         *            *
Third Quarter                          *            *
Fourth Quarter                         *            *

Fiscal Year 2000:
-----------------
First Quarter  (from March 5th )   1 1/2        1 1/2
Second Quarter                       3/4         1/32
Third Quarter                        5/8          5/8
Fourth Quarter                     5 1/8            2

Fiscal Year 2001:
-----------------
First Quarter  (to March 21st )   11 1/8        3 1/2
<FN>
*    No  trading market for the common Stock of Celebrity was active during this
     period.
</TABLE>

At  March  21,  2001,  the  last  bid price for the common stock of Celebrity as
reported  on  the  OTC  Bulletin  Board  was 3 1/2 per share and the company had
approximately  335  shareholders  of  record.

DIVIDEND  POLICY

The  Company  has  not  paid a dividend on its stock since its incorporation and
does  not anticipate paying any dividends in the foreseeable future. The Company
intends  to  retain  earnings to finance the expansion of its business, to repay
outstanding  and  future indebtedness and to use for general operating purposes.
In  the  future,  the Board of Directors will determine whether the Company will
pay  any  dividends,  depending  upon its 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  period  from  May  2000  through  November  2000,  the  Company's
wholly-owned  subsidiary  Sharp Technology, Inc. sold unregistered shares of its
common  stock  in  a  private  placement  to accredited investors pursuant to an
exemption  from  registration  with the Securities and Exchange Commission under
Rule 506 of Regulation D under the Securities Act of 1933 as amended (the "Act")
as  provided  in  Section  4(2)  of  the  Act. Sharp offered up to approximately
667,000  shares  of  its  common  stock  at  a purchase price of $4.50 per share
($3,000,000  total  offering)  and  sold  254,000 of those shares for a value of
$1,143,000 in cash and the conversion of certain notes payable. Each certificate
issued  for  unregistered  shares contained a legend stating that the shares had
not  been  registered  under  the  Act  and  setting  forth  restrictions on the
transferability  and the sale of the shares. No underwriter participated in, nor
did  Sharp pay any commissions or fees to any underwriter in connection with the
sale  of  these  shares.  The  sale  of  these  shares  did not involve a public
offering.


                                     - 13 -
<PAGE>
On  December  19,  2000,  Celebrity  issued 60,000 shares of unregistered common
stock  at  $5 per share to an accredited investor for gross proceeds of $300,000
in  cash  pursuant  to  an  exemption  from registration with the Securities and
Exchange  Commission under Regulation D of the Securities Act of 1933 as amended
(the  "Act")  as provided in Section 4(2) of the Act. The certificate issued for
the  unregistered shares contained a legend stating that the shares had not been
registered  under  the Act and set forth restrictions on the transferability and
the  sale  of  the shares. No underwriter participated in, nor did Celebrity pay
any  commissions or fees to any underwriter in connection with the sale of these
shares.  The  sale  of  these  shares  did  not  involve  a  public  offering.

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.

OPERATIONS

We  specialize  in  developing  Internet  security,  e-commerce,  and  content
management software products. Those products include; security software designed
to  prevent  "hackers'  from gaining access to personal computers while they are
connected  to  the  Internet,  e-commerce  software designed to provide a direct
connection  between  personal  computer  desktops  and Internet sites for "brand
name" retailers, and software filters to provide customizable protection against
objectionable  Internet  content. Our product distribution and business strategy
focuses  on  establishing  collaborative  relationships  with large corporations
("Redistribution Partners") that have large, existing customer bases. We provide
these  businesses  with  products and services to help them retain customers and
strengthen  their  Internet  brand  presence.  Our goal is to generate recurring
revenues  from  an  expanding user base in a manner that maximizes the Company's
customer  relationships  and  provides  value  to  our  shareholders.

In  order  to  provide  the  volume  of  quality  products  and  services  our
Redistribution  Partners  require,  we  have  developed  a  network  of  outside
resources.  Software  products  are  either  licensed  or  developed  as needed.
Software development is supported by the efforts of several development entities
including  Petroleum  India  International,  one  of  India's  largest
engineering/software  consortiums.  We  also contract our 24x7 technical support
from  Stream  Services  Corporation, a  large provider of technical and customer
support  services.

We  intend  to  expand  the  number  of  our Redistribution Partners; enrich the
content  of  our proprietary applications; host and maintain our own, as well as
third  party, software applications; distribute multiple software offers to each
of  the  end-users  we  acquire  through  our  Redistribution  Partnerships, and
provide  strategic  design,  marketing,  e-commerce  and  software  development
services  to  an  expanding  base  of  corporate  customers.

RESULTS  OF OPERATIONS FOR THE FISCAL YEARS ENDED DECEMBER 31, 2000 AND DECEMBER
31,  1999

For  the  fiscal  year ended December 31, 2000 the Company had total revenues of
$1,819,000  compared  to  total revenues of $664,000 for the year ended December
31,  1999. The increase in revenues of $1,155,000 in fiscal year 2000 represents
an  increase  of  approximately  174%  over  those  of the previous fiscal year.
Substantially  all  of the Company's revenues were earned in connection with its
contracts  with  Qwest.

The Company's costs of sales and services relate to development, fulfillment and
technical  support.  These  costs  were  $760,000  in 2000 and $457,000 in 1999,
increasing  by  approximately $303,000 (66%) during fiscal year 2000 as compared
to  fiscal  year  1999.  This increase primarily relates to an escalation in the
amortization  of  capitalized  development costs for the Company's new products,
and  an  increase  in  development  expenditures  related  to  work performed to
determine  the  technological  feasibility  of  new  offerings.


The  Company's  selling, general and administrative expenses were $5,387,000 and
$1,543,000  for the fiscal years ended December 31, 2000 and 1999, respectively.
The  $3,844,000  (249%)  increase  in  these  expenditures  between years can be
attributed  to:  approximately  $2.5 million in stock-based compensation granted
during  fiscal  year  2000  principally  in  connection  with  certain  software
development  contracts  and  financial  services  consulting  agreements,
approximately  $1  million relating to an increase in wages, consulting fees and
wage-related  expenses arising from an expansion in the Company's operations and
personnel,  overall  increases  in  the  Company's  travel,  entertainment  and
marketing  expenses  and  an  increase  in  legal  and  professional  fees.


                                     - 14 -
<PAGE>
The  Company's  interest  expense was $478,000 and $278,000 for the fiscal years
ended  December  31, 2000 and 1999, respectively. The $200,000 (72%) increase in
interest  expense  between  years  is  due  to increased borrowings during 2000.
Approximately  $351,000  of  the  expense was stock-based consideration recorded
based  upon  the  fair  market  value  of stock warrants granted to certain debt
holders.

The  increase  in  the  Company's overall net loss of approximately $3.2 million
(195%) during fiscal year 2000 as compared to fiscal year 1999 can be attributed
in  largest  part to the recognition of $2.8 million in the fair market value of
stock-based  compensation  and consideration related to stock and stock warrants
granted  in  connection  with  certain software development contracts, financial
services consulting agreements and warrants granted to certain debt holders. The
majority  of the residual net loss of $2.1 million recognized during fiscal year
2000  resulted  from  an increase in development costs and an expansion in wages
and  related  expense.

LIQUIDITY  AND  CAPITAL  RESOURCES

Through  December  31,  2000,  the  Company  had  an accumulated deficit of $6.5
million. Of that amount, $2.8 million resulted from stock-based compensation and
consideration  related  to  the  fair  market  value of stock and stock warrants
granted  in  connection  with  certain software development contracts, financial
services  consulting agreements and warrants granted to certain debt holders. We
have  had  negative  cash flows from operations of $1,536,000 and $1,039,000 for
the  periods  ended  December 31, 2000 and 1999, respectively, and had a working
capital  deficit  of  $1.6  million  at December 31, 2000.  Operating losses and
negative  cash  flow  have  continued  during 2001. As a result of shortfalls in
anticipated funding, 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,  2000.  This  amount  has  increased  in  2001, and the Company is
subject  to  interest  and  penalties  in  connection  therewith.  Subsequent to
December  31, 2000, the Company has secured a guarantee from its chief executive
officer  for  the  payment  of  all  delinquent  payroll  taxes  and any related
penalties  and  interest.  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 is expected to experience
cash  flow  deficits, which will necessitate additional financing. The Company's
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 acceptable to the Company.  These events
raise  substantial  doubt  as  to  the  Company's ability to continue as a going
concern.  As  a  result,  the report of our independent public accountants which
accompany  the  consolidated  financial  statements  incorporated into this Form
10-KSB  have  been  qualified  with  respect  to  that  risk.

The Company has financed its operations from inception primarily through private
financing  transactions  and  payments  related  to  its  agreement  with  Qwest
Communication Services, Inc. The Company's future success is dependent upon many
factors  including,  but  not limited to; its ability to continue to develop and
market  products  and  services,  its ability to maintain current Redistribution
Partnerships  and  enter  into  new Redistribution Partnerships, satisfaction of
delinquent  payroll  taxes  and  any  associated interest and penalties, and the
obtaining  of  the funds necessary to complete these activities.  As a result of
the  aforementioned  factors  and  the  related  uncertainties,  there can be no
assurance  of  Sharp's  future  success.

At  December  31,  2000,  the  Company  has  no  material  outstanding  purchase
commitments  and  during  fiscal  years  2000 and 1999, 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  the  Company's  e-commerce  efforts,  which is not
currently  estimable, management does not expect material changes in its results
of  operations from period to period based upon the seasonality of its business.

ITEM  7.   FINANCIAL  STATEMENTS

The  information  required  hereunder is included in this report as set forth in
the  "Index  to  Financial  Statements"  on  page  F-1.

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

HJ  &  Associates,  LLC,  previously known as Jones, Jensen & Company, Certified
Public  Accountants,  of  Salt Lake City, Utah, audited our balance sheets as of
December  31,  1999  and  1998  and  the  related  statements  of  operations,
stockholders' equity/(deficit), and cash flows for the years then ended, and for
the  period  from  May 2, 1983 (inception) to December 31, 1999.  Such financial
statements  accompanied our Form 10-KSB for the year ended December 31, 1999 and
were  filed  with  the Securities and Exchange Commission on April 12, 2000. The
report  of HJ & Associates on such financial statements, dated February 28, 2000
contained  a  going concern qualification, 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.  HJ  &  Associates  was
dismissed  on  or  about  February  9,  2001 pursuant to a recommendation of our
Chairman  of  the  Board  and  President,  Mr.  George  Sharp.


                                     - 15 -
<PAGE>
Arthur  Andersen  LLP,  Certified  Public  Accountants  of  Houston,  Texas  was
appointed  by  the  Company on February 9, 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,  2000.

During the two most recent fiscal years and during any subsequent interim period
preceding  the date of dismissal there were no disagreements between us and HJ &
Associates,  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.
Arthur  Andersen LLP acted as the independent public accountants for Sharp prior
to its merger with Celebrity.

                                    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 employees  of both Sharp Technology, Inc.
and  Celebrity  Entertainment  Group,  Inc.:

      Name         Age              Position with Company
-----------------  ---  ----------------------------------------------
                    58  President/Chief Executive Officer, Director,
George Sharp            Secretary (Sharp and Celebrity)
Robert Wesolek      44  Treasurer/Chief Financial Officer
                        (Sharp & Celebrity)
Louis Schwartz      53  Senior Vice President of Business Development
                        (Sharp & Celebrity)
Michael D. Pierce   34  Chief Technology Officer
                        (Sharp)
Gilbert Gertner     76  Director
                        (Celebrity)
Alan Pavsner        48  Director
                        (Celebrity)

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


George  Sharp,  President/Chief Executive Officer and Director, has acted in the
--------------------------------------------------------------
listed  capacities  with  Sharp  since  its  inception  in October 1998 and with
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.


                                     - 16 -
<PAGE>
Robert  C.  Wesolek,  Chief  Financial  Officer  (CPA),  has acted in the listed
------------------------------------------------------
capacities  with  Sharp  since  its inception in October 1998 and with Celebrity
since  December  20,  2000.  Mr.  Wesolek  has  more than 15 years experience in
software  development  and publishing. In addition to his duties at the Company,
Mr.  Wesolek acts as the President and Chief Executive Officer of the Navi-GATES
Corporation,  an  affiliated  software  research  and  development  entity  he
established  in  1997.  From  1996 to 1997, Mr. Wesolek was the President of the
Desktop  Software  Division  of  Citadel Technology, Inc. From 1988 to 1995, Mr.
Wesolek was the Chief Operating Officer of Kent Marsh Ltd., Inc., a desktop data
security  and  configuration  protection provider for both Windows and Macintosh
platforms.  From  1979  to 1987, Mr. Wesolek worked as a Senior Practice Manager
in  Arthur  Andersen  LLP's  Audit  Division.

Louis  Schwartz, Senior Vice President of Business Development, has acted in the
--------------------------------------------------------------
listed  capacity  with  Sharp  since  its  inception  in  October  1998 and with
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.

Michael  D.  Pierce,  Chief  Technology  Officer,  has acted as Chief Technology
------------------------------------------------
Officer  for  Sharp  since  its  inception in October 1998. Mr. Pierce began his
technical career in his early teens as a student instructor at Dartmouth College
and  a  computer  programmer  at  DTSS,  Inc.  From 1997 to 1998, Mr. Pierce was
Director of Software Engineering at Tripp Lite, Inc., one of the world's largest
UPS  providers.  From  1994  to 1997, Mr. Pierce was Vice President for Advanced
Technologies  Research  &  Development  at  Citadel Technology, Inc.  During the
period  from  1991  to  1996,  Mr.  Pierce  was  President  of DanaSoft, Inc., a
developer  and  publisher of applications for Novell NetWare environments. Prior
to  1991 Mr. Pierce held a variety of technical positions with telecom providers
and  the  military.

Gilbert  Gertner,  Director,  joined  Celebrity's 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 Celebrity's 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,  2000  the  Company's  Board  of  Directors  had no formal
compensation,  nominating or audit committees. The Company plans to charter such
committees  during  fiscal  year  2001.


                                     - 17 -
<PAGE>
LIMITATION  OF  DIRECTORS'  LIABILITY

Neither  Sharp nor Celebrity's Articles of Incorporation currently indemnify its
directors  from  personal  liability or monetary damages for breach of fiduciary
duty.  In  the  event  Celebrity  reincorporates, however, it intends to provide
indemnification  to  its  officers and directors to the fullest extend permitted
under  Delaware  law.

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

CERTAIN  SECURITIES  FILINGS

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

ITEM 10.  EXECUTIVE  COMPENSATION

The  following  table  sets  forth  the  annual  compensation  of  the Company's
executive officers and certain other executives for the year ending December 31,
2000.

<TABLE>
<CAPTION>
                                      SUMMARY COMPENSATION TABLE


                                                           LONG TERM COMPENSATION
                                  ANNUAL COMPENSATION               AWARDS          PAYOUTS
                              ---------------------------  -----------------------  -------
                                                  OTHER                SECURITIES              ALL
NAME & PRINCIPAL                                  ANNUAL   RESTRICTED  UNDERLYING             OTHER
    POSITION                                     COMPEN-     STOCK      OPTIONS/     LTIP    COMPEN-
                        YEAR   SALARY    BONUS    SATION     AWARDS       SARS      PAYOUTS   SATION
----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
<S>                     <C>   <C>        <C>     <C>       <C>         <C>          <C>      <C>
George Sharp, CEO       2000  $ 230,000   --0--     --0--       --0--        --0--    --0--     --0--
(Celebrity and Sharp)   1999        (*)   --0--     --0--       --0--         (**)    --0--     --0--
                        1998      --0--   --0--     --0--       --0--        --0--    --0--     --0--
----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Robert Wesolek, CFO     2000  $ 116,000   --0--     --0--       --0--        --0--    --0--     --0--
(Celebrity and Sharp)   1999  $  76,000   --0--     --0--       --0--        --0--    --0--     --0--
                        1998       --0-   --0--     --0--       --0--        --0--    --0--     --0--
----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Louis Schwartz, Sr VP   2000  $ 112,000  $1,000  $  4,000       --0--        --0--    --0--  $  6,300
(Celebrity and Sharp)   1999      --0--   --0--  $ 77,000       --0--        --0--    --0--     --0--
                        1998      --0--   --0--     --0--       --0--        --0--    --0--     --0--
----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Michael Pierce, CTO     2000  $ 116,000   --0--     --0--       --0--        --0--    --0--     --0--
(Sharp)                 1999  $  28,000   --0--  $ 52,000       --0--        --0--    --0--     --0--
                        1998      --0--   --0--     --0--       --0--        --0--    --0--     --0--
----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
Alan Pavsner,           2000      --0--   --0--     --0--       --0--        --0--    --0--     --0--
Former CEO (Celebrity)  1999      --0--   --0--     --0--       --0--        --0--    --0--     --0--
                        1998      --0--   --0--     --0--       --0--        --0--    --0--     --0--
----------------------  ----  ---------  ------  --------  ----------  -----------  -------  --------
<FN>
(*)  Mr. Sharp's annual salary of $150,000 earned in 1999 was accrued for the year ended December 31,
1999  and  Mr.  Sharp  forgave  such  accrual  during  2000.
(**) During fiscal year 1999, Sharp issued its chief executive officer options to purchase a total of
1.2  million  shares  of  its  restricted  common stock at exercise prices ranging from $9 to $30 per
share.  Sharp  believes  these rights had no value at their date of grant.  During December 2000, Mr.
Sharp  voluntarily  canceled  his  rights  under  all  outstanding  stock  option  agreements without
compensation.
</TABLE>

<TABLE>
<CAPTION>
                       OPTION/SAR GRANTS IN LAST FISCAL YEAR (CELEBRITY)

NAME & PRINCIPAL   NUMBER OF SECURITIES       PERCENT OF TOTAL       EXERCISE OF   EXPIRATION
POSITION                UNDERLYING         OPTIONS/SARS GRANTED TO    BASE PRICE      DATE
                       OPTIONS/SARS       EMPLOYEES IN FISCAL YEAR
                          GRANTED
(*)                         (*)                      (*)                 (*)           (*)
-----------------  ---------------------  -------------------------  ------------  -----------
<S>                <C>                    <C>                        <C>           <C>
<FN>
(*)  No  Options/SAR  Grants  made  during  2000
</TABLE>


                                     - 18 -
<PAGE>
<TABLE>
<CAPTION>
                      AGGREGATED OPTION/SAR EXERCISES IN LAST FISCAL YEAR
                            AND FY-END OPTION/SAR VALUES (CELEBRITY)

                                             NUMBER OF SECURITIES       VALUE OF UNEXERCISED
                                            UNDERLYING UNEXERCISED          IN-THE-MONEY
                     SHARES                     OPTIONS/SARS AT            OPTIONS/SARS AT
NAME & PRINCIPAL    ACQUIRED      VALUE         FISCAL YEAR-END            FISCAL YEAR-END
    POSITION      ON EXERCISE   REALIZED   EXERCISABLE/UNEXERCISABLE  EXERCISABLE/UNEXERCISABLE
----------------  ------------  ---------  -------------------------  -------------------------
<S>               <C>           <C>        <C>                        <C>

George Sharp               (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Robert Wesolek             (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Louis Schwartz             (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Michael Pierce             (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
Alan Pavsner,              (*)        (*)          --0--   /   --0--          --0--   /   --0--
----------------  ------------  ---------  -------------------------  -------------------------
<FN>
(*)    Did  Not  Exercise  Any  Options
</TABLE>

COMPENSATION  OF  DIRECTORS

The Company does not currently pay any directors fees, but it pays the expenses,
if  any,  of  its  directors  attending  board  meetings.


EMPLOYMENT  CONTRACTS  AND  CHANGE-IN-CONTROL  ARRANGEMENTS

The  Company  has  no  current employment contracts with either of its executive
officers.  In  connection  with the change of control arising from the merger of
Sharp  and  Celebrity,  Alan  Pavsner,  Celebrity's  former chief executive, was
replaced  by  the Company's current chief executive officer. On January 1, 2001,
the  Company  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  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 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 21, 2001, with
respect to the beneficial ownership of shares of Celebrity Common Stock 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  21,  2001  there  were  approximately 9,235,823 shares of
Celebrity  common  stock  outstanding.


                                     - 19 -
<PAGE>
<TABLE>
<CAPTION>
TITLE OF                NAME                 NUMBER OF SHARES    PERCENT
 CLASS                                             OWNED        OF CLASS
--------  ---------------------------------  -----------------  ---------
<S>       <C>                                <C>                <C>
Common    George Sharp
Stock     5120 Woodway, Suite 9029                  2,145,377      23.24%
          Houston, TX  77056

Common    Robert Wesolek
Stock     5120 Woodway, Suite 9029                 718,723 (1)      7.78%
          Houston, TX  77056

Common    Gilbert Gertner
Stock     1300 Post Oak Blvd, Suite 2222         1,115,125 (2)     11.30%
          Houston, TX, 77056

Common    Alan Pavsner
Stock     18870 Still Lake Drive                      -- 0 --       0.00%
          Jupiter, FL 33458

Common    Louis Schwartz
Stock     5120 Woodway, Suite 9029                 687,169 (3)      7.44%
          Houston, TX  77056

Common    Michael Pierce
Stock     5120 Woodway, Suite 9029                 288,918 (4)      3.12%
          Houston, TX  77056

Common    All Executive Officers, Certain
Stock     Other Officers & Directors, as a       4,955,312 (5)     50.12%
          group (6 persons)
<FN>
(1)  Includes 6,667 shares of common stock under a 5-year option granted January
     1,  2001.
(2)  Includes  300,000  shares  of  common  stock  held  in trust over which Mr.
     Gertner  is  the  sole  trustee, and 333,333 shares of common stock under a
     warrant  agreement  with  no  stated  expiration  date.
(3)  Includes 6,667 shares of common stock under a 5-year option granted January
     1,  2001.
(4)  Includes 6,667 shares of common stock under a 5-year option granted January
     1,  2001.
(5)  Includes 300,000 shares of common stock held in trust and 353,334 shares of
     common  stock  under  option  and  warrant  agreements
</TABLE>


ITEM  12.  CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS

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

On  January  12,  1999,  Sharp entered into a purchase agreement with Commercial
Capital  Trading  Corporation,  a  company  owned  by  George  Sharp,  its chief
executive  officer,  for  the  purchase of certain furniture and equipment.  The
total  purchase  price  for  the  furniture  and  equipment was $107,250 and was
financed  through a note agreement between Commercial Capital Trading and Sharp.
The  note was due on or before December 31, 1999, and bore interest at a rate of
10% per annum. In October 1999, Sharp paid the principal on the note in full. On
October  30,  2000, Commercial Capital Trading voluntarily forgave its rights to
interest  on  the  note.  During  January  1999,  Sharp  also entered into three
separate  assumption  agreements  with  Commercial Capital Trading, in which the
Company  assumed  leases on certain office space and equipment originally leased
by  Commercial Capital Trading. All such leases were assumed under substantially
the  same  terms  and  conditions  as  the  original  underlying  leases.

On  January  15, 1999, Sharp entered into a revolving credit line agreement (the
Revolving  Credit  Line)  with George Sharp, its CEO, in the amount of $750,000.
The  Revolving Credit Line bears interest at 10 percent per annum and is payable
on  demand.  In  addition  to the interest payable on the Revolving Credit Line,
Sharp  agreed  to  pay the CEO  $200,000 and issue a total of 400,000 options at
exercise  prices  from  $9  to  $30  per share.  At December 31, 1999, there was
$200,000  due  to  Mr.  Sharp  related to this agreement.  The options issued in
connection  with  this agreement were not assigned a dollar value, as management
believed  the  value  of the options was de minimis at the date of issuance.  On
October  30,2000,  Mr.  Sharp  voluntarily  forfeited his rights to the $200,000
payable and accrued interest on the Revolving Credit Line. On December 15, 2000,
in connection with the merger of Sharp and Celebrity, Mr. Sharp also voluntarily
forfeited  his  rights  to  the  400,000 options issued in connection with these
transactions.


                                     - 20 -
<PAGE>
During May and June 1999 respectively, the Company entered into two (2) software
development and marketing agreements with companies in which Robert Wesolek, its
chief financial officer, is a controlling stockholder. The Company believes both
of  these  transactions  were entered into under arms-length terms at prevailing
market  rates.  In the first agreement, Sharp received a nonexclusive license to
market  and  otherwise  distribute  (in association with the Company's agreement
with  Qwest) copies of the desktop software product Dr. Y2K through December 31,
2000.  As consideration, the Company agreed to pay $150,000 and grant options to
purchase  16,667  shares  of  the Company's common stock at an exercise price of
$0.75  per  share. The options issued in connection with this agreement were not
assigned  a dollar value, as management believed the value of the options was de
minimis  at  the  date  of  issuance.  During  December 2000, these options were
voluntarily  canceled  without  consideration.  In  the  second agreement, Sharp
purchased  program  code  and  maintenance  services  for  its  Internet content
management  program,  It's  Your  Net,  for use in connection with the Company's
co-development  agreement with Qwest. As compensation, the Company 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.

On November 30, 1999, Sharp entered into an unsecured credit line agreement (the
Credit  Line)  with  Commercial  Capital Trading Corporation, a company owned by
George  Sharp, its chief executive officer, whereby CCTC agreed to advance funds
to  Sharp  for  use as operating capital.  The note bears interest at 10 percent
per  annum  and  is  payable  on  demand.  At  December  31,  2000 and 1999, the
outstanding  balance  on  the  Credit Line was $-0- and  $132,150, respectively.

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

During  the  period  from February 2, 2000 to June 28, 2000, The Company entered
into three (3) note payable agreements totaling $237,500 with Gilbert Gertner, a
shareholder  and  member  of  Celebrity's  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 the Company's common stock
at  a  price  of  $4.50  each  in  connection with a private placement of equity
securities.  On  November  16  and  December  12,  2000,  Sharp entered into two
additional  note  payable  agreements  with  this  stockholder in the amounts of
$60,000 and  $40,000, respectively.  These notes bear interest at 10 percent per
annum  and  are  payable  on  demand.

On  January 1, 2001, the Company entered into a consulting agreement with Marine
Way  Inc.,  a  corporation  wholly-owned  by  Alan  Pavsner, former president of
Celebrity  and  a  member  of  Celebrity'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
Marine  Way,  Inc.,  a  fee  of  $10,000 a month during the 24-month term of the
agreement.

During March 2001, the Company obtained a guarantee from George Sharp, its chief
executive  officer,  to  pay all payroll taxes outstanding as of March 15, 2001,
together  with  the  amount  of  any related Interest and penalty. The guarantee
calls  for  Mr.  Sharp to make a loan to the Company to cover these amounts. The
note  will  be payable upon demand by Mr. Sharp and will bear interest at a rate
of  10%  per  annum.


ITEM  13.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

(a)     EXHIBITS

<TABLE>
<CAPTION>
Exhibit No.   Identification of Exhibit
<C>           <S>
2.1         Agreement  and  Plan  of  Merger  and  Reorganization  between  Celebrity
            Entertainment Group, Inc., Sharp Florida Acquisition Corp. and Sharp
            Technology,  Inc.,  dated  December  18,  2000.


3.1(a)      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)  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)  Certificate  of  Merger  previously  filed  in  connection  with  our
            registration  on  Form  10-SB  files  on  January  10,  2000.



                                     - 21 -
<PAGE>
3.1(d)      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)      Bylaws  of  Celebrity  Entertainment  Group,  Inc.

4.1(a)      Celebrity Entertainment Group, Inc., specimen of common stock certificate.

4.1(b)      Sharp Technology, Inc. common stock warrant for Gilbert Gertner.

10.1(a)     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)     Agreement for Purchase and Sale of Furniture and Equipment between Sharp
            Technology,  Inc.  and  Commercial Capital Trading Corporation dated
            January  12,  1999.

10.1(c)     Promissory Note and Credit Line Agreement between Sharp Technology, Inc.
            and  George  Sharp  dated  January  15,  1999.

10.1(d)     Credit  Line  Agreement  between  Sharp Technology, Inc. and Commercial
            Capital  Trading  Corporation  dated  November  30,1999.


10.1(e)     Software Marketing Agreement between Sharp Technology, Inc. and Coherence
            Technology, Corp dated May 15, 1999.

10.1(f)     Software Development Agreement between Sharp Technology, Inc. and the
            Navi-GATES Corporation dated June 25, 1999.

10.1(g)i    Promissory Note between Sharp Technology, Inc. and Gilbert Gertner dated
            February 2, 2000
10.1(g)ii   Promissory  Note  between  Sharp Technology, Inc. and Gilbert Gertner
            dated  April  15,  2000

10.1(g)iii  Promissory  Note  between Sharp Technology, Inc. and Gilbert Gertner
            dated  June  28,  2000

10.1(g)iv   Promissory  Note  between  Sharp Technology, Inc. and Gilbert Gertner
            dated  November  16,  2000

10.1(g)v    Promissory  Note  between  Sharp  Technology, Inc. and Gilbert Gertner
            dated  December  12,  2000

10.1(h)     US West And Sharp Technology Development And Distribution Partnership
            Agreement  dated  November  3,  1999

10.1(i)     US  West and Sharp Technology  Web  Site  Linking,  Co-Branded  Site
            Development,  Marketing,  and Revenue Sharing for US West.net. dated
            December  16,  1998

10.1(j)     Personal guaranty of certain tax liabilities by George Sharp dated
            March 29,  2001

</TABLE>

(b)  REPORTS  ON  FORM  8-K

     On  January  2, 2001, we filed a report on Form 8-K in connection with Item
     2, Acquisitions or Disposition of Assets, relating to our merger with Sharp
     which  occurred  on  December  18,  2000.


                                     - 22 -
<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,  March  31,  2001.

Celebrity  Entertainment  Group,  Inc.

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


By:  /s/  Robert  Wesolek
--------------------------------------------------------------
Robert Wesolek, Chief Executive Officer and Treasurer


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                                 March 31, 2001
------------------------------------------------
George Sharp, Chairman of the Board of Directors


By: /s/ Gilbert Gertner                              March 31, 2001
------------------------------------------------
Gilbert Gertner, Director


By: /s/ Alan Pavsner                                 March 31, 2001
------------------------------------------------
Alan Pavsner, Director


                                     - 23 -
<PAGE>
               CELEBRITY ENTERTAINMENT GROUP, INC., AND SUBSIDIARY

                        Consolidated Financial Statements
                             As of December 31, 2000
                         Together With Auditors' Report



                          Index To Financial Statements



Report  of  Independent  Public  Accountants

Balance  Sheets

Statements  of  Operations

Statements  of  Stockholders'  Equity  (Deficit)

Statements  of  Cash  Flows

Notes  to  Financial  Statements


                                      F-1
<PAGE>
REPORT  OF  INDEPENDENT  PUBLIC  ACCOUNTANTS

To  the  Board  of  Directors  of
Celebrity  Entertainment  Group,  Inc.:

We  have  audited  the  accompanying  consolidated  balance  sheets of Celebrity
Entertainment Group, Inc. (a Wyoming corporation), and subsidiary as of December
31,  2000  and  1999,  and  the  related  consolidated statements of operations,
stockholders'  equity  (deficit)  and cash flows for the year ended December 31,
2000,  and for the period from inception (October 13, 1998) through December 31,
1999.  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.  Those  standards  require that we plan and perform the
audit  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
Celebrity  Entertainment Group, Inc., and subsidiary as of December 31, 2000 and
1999,  and  the  results  of  their operations and their cash flows for the year
ended  December  31,  2000, and for the period from inception (October 13, 1998)
through  December  31,  1999, in conformity with accounting principles generally
accepted  in  the  United  States.

The  accompanying  consolidated financial statements have been prepared assuming
that  the  Company  will continue as a going concern.  As discussed in Note 1 to
the  consolidated financial statements, the Company has accumulated a deficit of
$6,546,367  during  its initial years of operations, has had negative cash flows
from  operations of $1,535,877 and $1,039,296 for the periods ended December 31,
2000  and 1999, respectively, and has a working capital deficit of $1,599,731 as
of  December  31,  2000.  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, 2000.  This amount has increased in 2001, and
the  Company  is subject to interest and penalties in connection therewith.  The
Company  may experience negative cash flows as it pursues its business strategy,
which  would  necessitate additional financing.  The Company has not secured any
commitments  for any such additional financing requirements.  These events 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 1.
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/   Arthur  Andersen  LLP


Houston,  Texas
February  23,  2001


                                       F-2
<PAGE>
<TABLE>
<CAPTION>
                         CELEBRITY ENTERTAINMENT GROUP, INC., AND SUBSIDIARY
                         ---------------------------------------------------


                       CONSOLIDATED BALANCE SHEETS--DECEMBER 31, 2000 AND 1999
                       -------------------------------------------------------



                                                                              2000          1999
                                                                          ------------  ------------
<S>                                                                       <C>           <C>

                          ASSETS
                          ------

CURRENT ASSETS:
  Cash and cash equivalents                                               $    55,586   $    25,716
  Accounts receivable                                                         721,465       205,800
  Other                                                                             -        15,843
                                                                          ------------  ------------

       Total current assets                                                   777,051       247,359

PROPERTY AND EQUIPMENT, net                                                   117,849       101,668

SOFTWARE DEVELOPMENT COSTS AND OTHER, net                                     266,611       145,000
                                                                          ------------  ------------

       Total assets                                                       $ 1,161,511   $   494,027
                                                                          ============  ============

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

CURRENT LIABILITIES:
  Accounts payable                                                        $   724,840   $   268,543
  Accrued liabilities                                                         254,167       105,263
  Due to related party                                                              -       388,434
  Software obligations payable                                                100,000       196,698
  Notes payable to related parties                                            100,000       132,150
  Notes payable                                                               833,750     1,060,000
  Current portion of deferred revenue                                         364,025             -
                                                                          ------------  ------------

        Total current liabilities                                           2,376,782     2,151,088

DEFERRED REVENUE, net of current portion                                      242,683             -

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY (DEFICIT):
  Common stock, $.001 par value, 100,000,000 shares authorized, 9,235,823
    shares and 5,666,667 shares issued and outstanding,
    respectively                                                                9,236         1,000
  Additional paid-in capital                                                5,079,177             -
  Accumulated deficit                                                      (6,546,367)   (1,658,061)
                                                                          ------------  ------------

        Total stockholders' equity (deficit)                               (1,457,954)   (1,657,061)
                                                                          ------------  ------------

        Total liabilities and stockholders' equity (deficit)              $ 1,161,511   $   494,027
                                                                          ============  ============
</TABLE>

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


                                       F-3
<PAGE>
<TABLE>
<CAPTION>
                   CELEBRITY ENTERTAINMENT GROUP, INC., AND SUBSIDIARY
                   ---------------------------------------------------


                          CONSOLIDATED STATEMENTS OF OPERATIONS
                          -------------------------------------

                        FOR THE YEAR ENDED DECEMBER 31, 2000, AND
                        -----------------------------------------

                    FOR THE PERIOD FROM INCEPTION (OCTOBER 13, 1998)
                    ------------------------------------------------

                                THROUGH DECEMBER 31, 1999
                                -------------------------


                                                                  2000          1999
                                                              ------------  ------------
<S>                                                           <C>           <C>
REVENUES:
  Subscriptions                                               $ 1,414,200   $   262,294
  Licenses                                                        121,341       400,000
  Services and other                                              283,153         2,053
                                                              ------------  ------------

      Total revenues                                            1,818,694       664,347

OPERATING EXPENSES:
  Cost of sales and services                                      760,391       456,844
  Selling, general and administrative, including stock-based
    consideration of $2,465,673 in 2000                         5,387,211     1,542,852
                                                              ------------  ------------

      Total operating expenses                                  6,147,602     1,999,696
                                                              ------------  ------------

      Loss from operations                                     (4,328,908)   (1,335,349)

INTEREST EXPENSE, including stock-based consideration
  of $351,305 in 2000                                             477,750       277,928

OTHER EXPENSE                                                      81,648        44,784
                                                              ------------  ------------

      Net loss                                                $(4,888,306)  $(1,658,061)
                                                              ============  ============

BASIC AND DILUTED NET LOSS PER SHARE                          $     (0.79)  $     (0.32)
                                                              ============  ============

WEIGHTED AVERAGE SHARES USED IN COMPUTING BASIC AND
  DILUTED NET LOSS PER SHARE                                    6,195,340     5,186,030
                                                              ============  ============
</TABLE>


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


                                      F-4
<PAGE>
<TABLE>
<CAPTION>
                             CELEBRITY ENTERTAINMENT GROUP, INC., AND SUBSIDIARY
                             ---------------------------------------------------


                          CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                          ---------------------------------------------------------

                                  FOR THE YEAR ENDED DECEMBER 31, 2000, AND
                                  -----------------------------------------

                               FOR THE PERIOD FROM INCEPTION (OCTOBER 13, 1998)
                               ------------------------------------------------

                                          THROUGH DECEMBER 31, 1999
                                          -------------------------


                                                                                                    Total
                                                   Common Stock       Additional                 Stockholders'
                                                  ------------------    Paid-In     Accumulated     Equity
                                                    Shares    Value     Capital      Deficit      (Deficit)
                                                  ----------  ------  -----------  ------------  ------------
<S>                                               <C>         <C>     <C>          <C>           <C>
BALANCE, October 13, 1998                                  -  $    -  $        -   $         -   $         -
  Issuance of common stock for cash,
    February 1999                                  5,666,667   1,000           -             -         1,000
  Net loss                                                 -       -           -    (1,658,061)   (1,658,061)
                                                  ----------  ------  -----------  ------------  ------------

BALANCE, December 31, 1999                         5,666,667   1,000           -    (1,658,061)   (1,657,061)
  Capital contribution concurrent with
    change in par value                                    -   4,667      11,333             -        16,000
  Issuance of common stock for cash and
    conversion of notes payable, May 2000
    through November 2000                            254,000     254   1,142,746             -     1,143,000
  Issuance of common stock and warrants
    for services                                     350,247     351   2,175,024             -     2,175,375
  Issuance of common stock for purchase of
    assets, April 2000                                70,333      70     274,229             -       274,299
  Issuance of common stock for conversion
    of notes payable and exercise of related
    warrants, June 2000 through
    November 2000                                    146,333     146     438,854             -       439,000
  Exercise of warrants to purchase
    common stock                                      33,333      33         (33)            -             -
  Issuance of warrants with debt,
    January 2000 through December 2000                     -       -     351,305             -       351,305
  Shares issued in Sharp merger,
    December 2000                                  2,654,910   2,655      (2,655)            -             -
  Issuance of common stock for cash,
    December 2000                                     60,000      60     299,940             -       300,000
  Forgiveness of payables by
    related parties                                        -       -     388,434             -       388,434
  Net loss                                                 -       -           -    (4,888,306)   (4,888,306)
                                                  ----------  ------  -----------  ------------  ------------

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

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


                                       F-5
<PAGE>
<TABLE>
<CAPTION>
                  CELEBRITY ENTERTAINMENT GROUP, INC., AND SUBSIDIARY
                  ---------------------------------------------------

                         CONSOLIDATED STATEMENTS OF CASH FLOWS
                         -------------------------------------

                       FOR THE YEAR ENDED DECEMBER 31, 2000, AND
                       -----------------------------------------

                   FOR THE PERIOD FROM INCEPTION (OCTOBER 13, 1998)
                   ------------------------------------------------

                               THROUGH DECEMBER 31, 2000
                               -------------------------


                                                                2000          1999
                                                            ------------  ------------
<S>                                                         <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net loss                                                  $(4,888,306)  $(1,658,061)
  Adjustments to reconcile net loss to net cash used
   in operating activities-
    Stock-based consideration                                 2,816,978             -
    Depreciation                                                 41,673        26,470
    Changes in operating assets and liabilities-
      Increase in accounts receivable                          (515,665)     (205,800)
      Decrease (increase) in other current assets                15,843       (15,843)
      Increase in other assets                                 (121,611)     (145,000)
      Increase in accounts payable and accrued liabilities      605,201       762,240
      (Decrease) increase in software obligations payable       (96,698)      196,698
      Increase in deferred revenue                              606,708             -
                                                            ------------  ------------

           Net cash used in operating activities             (1,535,877)   (1,039,296)
                                                            ------------  ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Purchases of property and equipment                           (57,855)     (128,138)
                                                            ------------  ------------

           Net cash used in investing activities                (57,855)     (128,138)
                                                            ------------  ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
  Proceeds from issuance of common stock                        955,500         1,000
  Proceeds from borrowings                                    3,013,252     1,974,117
  Repayment of borrowings                                    (2,345,150)     (781,967)
                                                            ------------  ------------

           Net cash provided by financing activities          1,623,602     1,193,150
                                                            ------------  ------------

NET INCREASE IN CASH AND CASH EQUIVALENTS                        29,870        25,716

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                 25,716             -
                                                            ------------  ------------

CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $    55,586   $    25,716
                                                            ============  ============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
  Cash paid for interest                                    $    94,387   $    20,027

SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND
  FINANCING ACTIVITIES:
    Purchase of assets with common stock                        274,299             -
    Payables converted to common stock and paid-in capital    1,314,934             -
</TABLE>

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


                                      F-6
<PAGE>
               CELEBRITY ENTERTAINMENT GROUP, INC., AND SUBSIDIARY
               ---------------------------------------------------


                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

                                DECEMBER 31, 2000
                                -----------------


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

Celebrity Entertainment Group, Inc. (Celebrity), a Wyoming corporation, together
with  its  wholly  owned  subsidiary, Sharp Technology, Inc. (Sharp), a Delaware
corporation  (collectively,  the  Company),  develop and market Internet-related
software  products  and  provide  innovative  marketing  solutions  to strategic
partners.

On  December  18,  2000,  all  of the outstanding stock of Sharp was acquired by
Sharp  Florida  Acquisition  Corp.  (Florida),  a  wholly  owned  subsidiary  of
Celebrity  in  a transaction whereby the Sharp's stockholders received one share
of  Celebrity  common  stock  for  every three shares of Sharp common stock.  In
addition,  outstanding  options  and  warrants to purchase common stock of Sharp
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 for financial
reporting  and  accounting  purposes;  therefore,  Sharp  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.

Sharp  has  financed  its  operations  from  inception primarily through private
financing  transactions  and  payments  related  to  its  agreement  with  Qwest
Communication  Services,  Inc.  (Qwest) (see Note 4).  Sharp's future success is
dependent  upon  many  factors  including,  but  not  limited to, its ability to
continue  to develop and market products and services, reliance on collaborative
partnerships  with  strategic partners, satisfaction of delinquent payroll taxes
and  any  associated  interest  and  penalties,  and  the obtaining of the funds
necessary  to  complete  these  activities.  As  a  result of the aforementioned
factors  and  the  related  uncertainties,  there can be no assurance of Sharp's
future  success.

The  Company had an accumulated deficit of $6,546,367 through December 31, 2000,
has had negative cash flows from operations of $1,535,877 and $1,039,296 for the
periods  ended  December  31,  2000  and  1999,  respectively, and had a working
capital  deficit  of  $1,899,731  at  December  31,  2000.  Operating losses and
negative cash flow have continued during 2001, and delinquent payroll taxes have
increased  (see  Note  9).  Management is currently pursuing a business strategy
which  includes  increasing  the  Company's  sales  and  marketing efforts while
monitoring  operating  expenses.  While  pursuing  this  business  strategy, the
Company  is  expected  to  experience cash flow deficits, which will necessitate
additional  financing.  There  can  be  no assurances that future debt or equity
funding  will  be  available  or  have  favorable  terms.  These  events  raise
substantial  doubt  as  to the Company's ability to continue as a going concern.


                                      F-7
<PAGE>
2.     SUMMARY  OF  SIGNIFICANT
       ACCOUNTING  POLICIES:
       ---------------------

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
----------------------------

The  Company considers all highly liquid investments with original maturities of
three  months  or  less  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,  2000  and  1999,  the  Company  relied  on  one  significant  customer  for
substantially  all  of  its  revenues;  however,  management  believes  that the
likelihood  of incurring a material loss due to the concentration of credit risk
is  remote.

Property  and  Equipment
------------------------

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

Software  Development  Costs
----------------------------

The  costs  of  internally  developed software for resale are expensed until the
technological  feasibility  of  the  software  product  has  been  established.
Thereafter, software development costs 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,
2000  and  1999,  accumulated  amortization  was  $1,270,073  and  $612,803,
respectively.  These expenses were reported within cost of sales and services in
the  accompanying  statements  of  operations.

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

The  Company  generates  revenues  from  licensing  software  and  providing
postcontract  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.


                                      F-8
<PAGE>
Amounts  received  from Qwest for distribution to its new customers (see Note 4)
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
postdelivery  performance  obligations  exist.

The  Company  has  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, 2000 and 1999, there has been
no  adjustment  to  the  carrying  value  of  the  Company's  long-lived assets.

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  its  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  8).

Comprehensive  Loss
-------------------

SFAS  No.  130,  "Reporting  Comprehensive  Income",  establishes  standards for
reporting  and  displaying  comprehensive loss and its components in an entity's
financial statements, and is effective for fiscal years beginning after December
15,  1997.  Comprehensive  loss is the total of net loss and all other non-owner
changes  in  equity.  The  only  component  of  comprehensive loss was net loss.


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 8 for outstanding
options.


                                      F-9
<PAGE>
3.     DETAIL  OF  BALANCE  SHEET  ACCOUNTS:
       -------------------------------------

Property  and  equipment  consist  of  the  following:

<TABLE>
<CAPTION>
                                Useful Lives      DECEMBER 31
                                             --------------------
                                   in Years    2000       1999
                                   --------  ---------  ---------
<S>                                <C>       <C>        <C>
Computer equipment                        3  $ 78,264   $ 33,718
Furniture and fixtures                    5   106,008     92,700
Leasehold improvements                    1     1,720      1,720
                                             ---------  ---------
                                              185,992    128,138
Less- Accumulated depreciation                (68,143)   (26,470)
                                             ---------  ---------

      Property and equipment, net            $117,849   $101,668
                                             =========  =========
</TABLE>

Accrued  liabilities  consist  of  the  following:

<TABLE>
<CAPTION>
                              December  31
                           ------------------
                             2000      1999
                           --------  --------
<S>                        <C>       <C>
Payroll and related taxes  $178,198  $ 50,561
Interest                     71,851    22,202
Other                         4,118    32,500
                           --------  --------

      Total                $254,167  $105,263
                           ========  ========
</TABLE>


4.     TECHNOLOGY  AND  INTERNET
       APPLICATION  AGREEMENTS:
       ------------------------

In  December  1998,  the  Company entered into a co-branded site development and
revenue  sharing  agreement  (the  Agreement)  with  Qwest.  Under  specified
provisions  of  the  Agreement,  in  September  1999,  the  Company  delivered a
collection  of  three Internet software applications (the Collection) to current
Qwest  Internet  access  customers.  Consideration  paid  by  Qwest  for  the
distribution  of the Collection to its current Internet access customers, in the
amount  of  $400,000,  was  recognized as license revenue in 1999.  In September
1999,  the  Company  licensed  Qwest  the rights to distribute the Collection to
customers  who purchase Qwest's Internet access during the period from August 1,
1999,  through  December  31, 2000.  Total consideration for distribution of the
Collection  to  customers who purchase Qwest's Internet access during the period
from  August 1, 1999, through December 31, 2000, is $1,440,000.  For the periods
ended  December  31,  2000  and  1999,  the  Company  recognized  $1,234,000 and
$206,000,  respectively,  of  subscription  revenue  in  conjunction  with  this
distribution  agreement.

On  March  30, 1999, the Company entered into a purchase agreement (the 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 Qwest, (c) issue Netsnitch 133,333 shares of the Company's 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.  For the periods ending December
31, 2000 and 1999, the Company recognized $171,000 and $91,000, respectively, in
expense  related  to  this  agreement.  The  warrant issued to Netsnitch was not
assigned  a  dollar value, as management determined the value of the warrant was
de  minimis  at  the  date  of  issuance  (see  Note  8).

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  nonexclusive  right  and  license  to  market and otherwise distribute,
pursuant  to  the  Agreement  between  the  Company  and Qwest, 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.  The costs of
these rights are being expensed over the term of the agreement.  For the periods
ended  December  31,  2000  and 1999, the Company expensed $130,000 and $70,000,
respectively,  related  to  this  license  agreement.

In  November  1999,  the  Company  and  Qwest  entered  into  a  development and
distribution partnership agreement (the Development Agreement).  Pursuant to the
provisions of the Development Agreement, the Company is required to complete the
development of a certain Internet software application which will be offered and
marketed to Qwest Internet access customers.  Qwest agreed to pay the Company up
to  $125,000 for development costs and 50 percent of all royalties due (see Note
5).  The $125,000 consideration was paid by Qwest and was recognized as services
and  other  revenue in 2000, while the associated costs were expensed as cost of
sales  and  services.


                                     F-10
<PAGE>
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  Qwest.  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  $5.10 per share.  Upon issuance, 60,000 warrants were valued at
$24,660  based  on  fair market value as determined by management and use of the
Black-Scholes  pricing model.  As of December 31, 2000, the Company had recorded
deferred  costs associated with this software development agreement of $102,500.
On  January  15,  2001,  the  Company  and  Neoworx  agreed  to terminate future
development  under  the  agreement,  whereby  the  Company agreed to pay Neoworx
$62,500  in  accordance  with  certain  settlement  terms.

In  August 2000, the Company licensed Qwest the rights to distribute an Internet
security  software  application  (HackTracer)  for  a  period of two years.  The
Company  is required to provide telephone support for the term of the agreement.
Total  consideration  for  distributions  of  HackTracer  during the term of the
agreement  is  $728,049,  plus  50 percent of all gross profits from the sale of
HackTracer to Qwest's customers, with a guaranteed minimum per copy distributed.
The  Company  agreed to pay Qwest 10 percent of all gross profits from all sales
of HackTracer by any third party.  The $728,049 is being recognized ratably over
the  two-year  term of the agreement.  For the year ended December 31, 2000, the
Company  recognized  $121,342  in  conjunction with this distribution agreement.

5.     RELATED-PARTY  TRANSACTIONS:
       ----------------------------

On  January 1, 1999, the Company entered into a deferred salary arrangement with
its  CEO,  in  which  the CEO agreed to defer his annual salary of $150,000 from
January  1,  1999,  through  December  31,  1999.  The accrued salary is due and
payable in full upon the CEO's request on or after January 1, 2000.  A liability
for  the salary due to the CEO has been included in amounts due to related party
at  December  31,  1999.  On  October  30,  2000, the CEO forfeited and forgave,
without  consideration, all rights to the deferred salary at which time $150,000
was  credited  to  additional  paid-in  capital.

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

On  January 15, 1999, the Company entered into a revolving credit line agreement
(the  Revolving  Credit  Line)  with  its  CEO  in  the amount of $750,000.  The
Revolving  Credit  Line bears interest at 10 percent per annum and is payable on
demand.  In  addition  to the interest payable on the Revolving Credit Line, the
Company  agreed  to pay the CEO $200,000 and issue a total of 400,000 options at
exercise  prices  ranging from $9 to $30 per share.  At December 31, 1999, there
was  $200,000  due  to the CEO related to this agreement.  The options issued to
the  Company's CEO have not been assigned a dollar value, as management believes
the  value  of  the options was de minimis at the date of issuance (see Note 8).
On  October  30,  2000,  the CEO forfeited his right to the $200,000 payable and
accrued  interest  on  the Revolving Credit Line, at which time the amounts were
credited to additional paid-in capital.  On December 15, 2000, the CEO forfeited
his  rights  to  the  400,000  options  issued  in  connection  with the merger.


                                     F-11
<PAGE>
On  May  15,  1999, the Company entered into a software marketing agreement with
Coherence  Technology,  Inc.  (Coherence),  in  which  one  of  the  Company's
stockholders  and  officers  holds  a  43.75  percent  interest.  The  software
marketing  agreement  provides that Coherence grant the Company the nonexclusive
right  and  license  to market and otherwise distribute, in association with the
Agreement  between  the  Company and Qwest, copies of a desktop software program
developed  by  Coherence.  The  term  of  this agreement is through December 31,
2000.  As  consideration,  the  Company  agreed  to  pay  $150,000  and  granted
Coherence options to purchase 16,667 shares of common stock at an exercise price
of  $0.75 per share.  For the period December 31, 1999, the Company had expensed
the $150,000 due under this agreement.  The options issued to Coherence have not
been  assigned  a  dollar value, as management believes the value of the options
was  de  minimis  at  the  date of issuance (see Note 8).  On December 15, 2000,
Coherence  forfeited  its right to the 16,667 options granted in connection with
this  agreement.

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, 2000 and 1999, the Company had recorded net costs associated
with  this software development agreement of $68,411 and $100,000, 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,  2000 and 1999, the
outstanding  balance  on  the  Credit  Line  was  $- and $132,150, respectively.

On February 2, April 15 and June 28, 2000, the Company entered into note payable
agreements  with a stockholder in the amounts of $100,000, $100,000 and $37,500,
respectively.  The  notes  bear interest at 10 percent per annum and are payable
on  demand.  On September 29, 2000, all three notes were converted to equity for
the  purchase  of  52,778  shares.  On  November  16  and December 12, 2000, the
Company entered into note payable agreements with this stockholder in the amount
of $60,000 and $40,000, respectively.  The notes bear interest at 10 percent per
annum and are payable on demand.  As of December 31, 2000, the entire balance of
these  notes  was  outstanding.

On  January 1, 2001, the Company entered into a consulting agreement with Marine
Way  Inc.,  a  corporation  wholly-owned  by  a  member  of Celebrity'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 Marine Way, Inc., a fee of $10,000 a month during the
24-month  term  of  the  agreement.

6.     NOTES  PAYABLE:
       ---------------

The  Company  has a stockholder note payable agreement (the Stockholder Note) in
the  amount  of $100,000.  The Stockholder Note bears interest at 18 percent per
annum and is guaranteed by the Company and its CEO.  In addition to the interest
due  on  the Stockholder Note, the Company agreed to issue a warrant to purchase
66,667  shares  of common stock to the stockholder at an exercise price of $5.10
per  share.  The Stockholder Note was amended on November 5, 1999, to extend the
due  date  to February 22, 2000.  As of December 31, 1999, the entire balance of
the Stockholder Note was outstanding.  The warrant issued to the stockholder was
not  assigned a dollar value, as management determined the warrant's value to be
de  minimis at the date of issuance (see Note 8).  The Stockholder Note was paid
in  2000.  On  September 19, 2000, Sharp entered into a second note payable with
this  stockholder  in  the  amount  of  $200,000.  This  note, as amended, bears
interest  at  10  percent, is payable on demand and is guaranteed by the Company
and  its  CEO.  As  of  December  31,  2000, the entire balance of this note was
outstanding.


                                     F-12
<PAGE>
On October 14, 1999, the Company entered into a note payable agreement (the Note
Payable)  with  a  financial  institution  in  the amount of $960,000.  The Note
Payable  bore interest at 9.5 percent per annum and was payable on demand but no
later  than  February 1, 2000.  The Note Payable was secured by a certificate of
deposit  with  the financial institution held by the Company's CEO, an insurance
policy  in  the  name  of  the  Company's  CEO and all of the Company's accounts
receivable  arising from the Agreement with Qwest.  The Note Payable was paid in
full  upon  maturity.  On  December  26,  2000,  the Company entered into a note
payable agreement, as amended, with the same financial institution in the amount
of  $300,000.  This  note payable bears interest at 7.5 percent per annum and is
payable on demand but no later than March 26, 2001.  The note payable is secured
by a certificate of deposit with the financial institution held by the Company's
CEO.

On  February  2,  2000, the Company entered into a note payable agreement in the
amount  of  $100,000.  The  note  bears  interest at 10 percent per annum and is
payable  on demand.  On September 29, 2000, the note was converted to equity for
the  purchase  of  22,222  shares.

On  September  25,  2000, the Company entered into a note payable agreement with
another  financial  institution  in  the  amount  of  $450,000.  This note bears
interest  at  prime  plus  .5  percent  (10.0  percent at December 31, 2000) and
matures  on  February 20, 2001.  The note payable is secured by a certificate of
deposit  with  the  financial  institution  held  by  the  Company's CEO and all
accounts  and  other  property of the Company.  The Company paid $150,000 of the
principal  balance  of  this  note  in  2000 such that at December 31, 2000, the
outstanding  balance  on  the  note  was  $300,000.

On  April  15  and  August  16,  2000,  the  Company  entered  into note payable
agreements  with  two  individuals  in  the  amount  of  $100,000  and  $50,000,
respectively.  These notes bear interest at 10 percent per annum and are payable
one  year  from  the  date  of  issuance.  On September 29, 2000, the notes were
converted  to  equity  for  the  purchase  of  33,333  shares.

From  January  2000  to  September  2000,  the Company entered into various note
payable  agreements  with  third parties aggregating $497,750.  These notes bear
interest  at  10  percent  per  annum  and are payable one year from the date of
issuance.  In  connection  with  certain  of  these  notes,  the  Company issued
warrants  to  purchase  151,333  shares  and  117,333  shares of common stock at
exercise  prices of $3 per share and $6 per share, respectively.  Upon issuance,
the  268,666  warrants  were  valued  at  $351,305 based on fair market value as
determined  by management and use of the Black-Scholes pricing model.  From June
2000  to  November  2000,  holders of note payable balances aggregating $439,000
exercised  warrants  to purchase 146,333 shares of common stock at $3 per share.
These  notes  payable  were  forgiven by the holders in exchange for the warrant
proceeds.  At  December  31,  2000,  the  outstanding  balance  on the notes was
$33,750.

7.     INCOME  TAXES:
       --------------

The  Company  recognizes  deferred  tax  liabilities and assets for the expected
future  tax  consequences of events that have been recognized differently in the
financial  statements  and  tax returns.  Under this method, deferred tax assets
and  liabilities  are  determined  based on the difference between the financial
statement carrying amounts and tax bases of assets and liabilities using enacted
tax  rates and laws in effect in the years in which the differences are expected
to  reverse.  Deferred  tax  assets  are  evaluated  for  realization based on a
more-likely-than-not  criteria in determining if a valuation should be provided.

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

<TABLE>
<CAPTION>
                                           December 31
                                     ------------------------
                                         2000         1999
                                     ------------  ----------
<S>                                  <C>           <C>
Net operating loss carryforwards     $ 1,744,533   $ 368,389
Technology license                        33,490      50,490
Accrued expenses not yet deductible        8,840     136,071
Contributions carryforward                 2,040       1,870
Property and equipment                      (794)     (1,912)
                                     ------------  ----------

  Total deferred tax assets            1,788,109     554,908

Less- Valuation allowance             (1,788,109)   (554,908)
                                     ------------  ----------

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


                                      F-13
<PAGE>
As  of  December  31,  2000,  the Company has generated net operating loss (NOL)
carryforwards  of  approximately  $5.1 million available to reduce future income
taxes.  These  carryforwards begin to expire in 2020.  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, 2000 and
1999.

8.     COMMON  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.

Stock  Options  and  Warrants
-----------------------------

The  Company  follows  SFAS  No. 123, "Accounting for Stock-Based Compensation,"
which  establishes  fair  value  as the measurement for transactions in which an
entity  acquires  goods  or  services  from  nonemployees in exchange for equity
instruments.

A  summary  of  the Company's stock options and warrants as of December 31, 1999
and  2000,  is  as  follows:

<TABLE>
<CAPTION>
                                                            Price
                                   Options    Warrants    Per Share
                                  ---------  ----------  ------------
<S>                               <C>        <C>         <C>
Outstanding at October 13, 1998          -           -   $          -
Granted                            435,000     333,333   $0.75-$30.00
                                  ---------  ----------

Outstanding at December 31, 1999   435,000     333,333   $0.75-$30.00
Granted                             49,000   1,340,556   $ 3.00-$6.00
Exercised                                -    (206,556)  $       3.00
Forfeited/canceled                (416,667)   (333,333)  $0.75-$30.00
                                  ---------  ----------

Outstanding at December 31, 2000    67,333   1,134,000   $ 4.50-$6.00
                                  =========  ==========

Exercisable at December 31, 2000    67,333   1,134,000   $ 4.50-$6.00
                                  =========  ==========
</TABLE>

The  following  table  summarizes information about stock options outstanding at
December  31,  2000:

<TABLE>
<CAPTION>
                        Options Outstanding             Options Exercisable
             ----------------------------------------  ----------------------
                              Weighted
             Outstanding       Average      Weighted   Exercisable   Weighted
Range of        as of         Remaining      Average      as of       Average
Exercise     December 31,    Contractual    Exercise   December 31,  Exercise
Prices           2000      Life (In Years)    Price        2000        Price
-----------  ------------  ---------------  ---------  ------------  ---------
<S>          <C>           <C>              <C>        <C>           <C>
5.10-$6.00        67,333              7.7  $    5.24        67,333  $    5.24
</TABLE>


                                      F-14
<PAGE>
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,
2000  and 1999:  risk-free interest rate of 5.0 percent; dividend rates of zero;
expected  lives of 7.7 years; and expected volatility of 35 percent.  The 67,333
options  and  1,134,000  warrants  outstanding  as  of December 31, 2000, have a
remaining  contractual  life  of  between  .1  and  6.2  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.

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, 2000 and 1999, would have changed as
indicated  in  the  following  pro  forma  amounts:

<TABLE>
<CAPTION>
                                           2000          1999
                                       ------------  ------------
<S>                                    <C>           <C>
Net loss-
As reported                            $(4,888,306)  $(1,658,061)
Pro forma                               (4,970,284)   (1,658,061)
Basic and diluted net loss per share-
As reported                            $     (0.79)  $     (0.32)
Pro forma                                    (0.80)        (0.32)
</TABLE>

The  Company  recorded  approximately  $1,261,245  in  compensation and interest
expense  relating  to warrants issued to nonemployee consultants during the year
ended  December  31,  2000, at the fair value of the warrants granted.  The fair
values  were estimated by management using the Black-Scholes pricing model.  The
warrants  issued  during  the  period  ended  December  31,  1999, have not been
assigned  a dollar value as management believes the value of the warrants at the
date  of  issuance  was  de  minimus.

9.     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.  For the
periods  ended  December 31, 2000 and 1999, the Company had incurred $59,950 and
$30,890,  respectively,  in  fees  associated  with  this  agreement.

Operating  Leases
-----------------

The  Company  leases  office  space and certain equipment under operating leases
with  various  parties.  Rental  expense for the periods ended December 31, 2000
and 1999, was $132,734 and $117,537, respectively.  At December 31, 2000, future
minimum lease payments under noncancelable operating leases are $36,239 in 2001.


                                      F-15
<PAGE>
Contingencies
-------------

At  December  31,  2000, the Company was delinquent on approximately $193,000 in
payroll  tax  deposits,  which  has  increased  by approximately $90,000 through
February  2001.  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, 2000.
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  March 2001, the Company obtained a guarantee from its CEO for the payment of
all  delinquent  payroll  taxes  and  any  related  penalties  and  interest.

The Company is periodically involved in various claims and other actions arising
in  the ordinary course of business.  Management believes these matters will not
have  a  material  adverse  effect  on  the  financial  position  or  results of
operations  of  the  Company.


                                      F-16
<PAGE>
<TABLE>
<CAPTION>
INDEX  OF  EXHIBITS

<S>         <C>
2.1         Agreement  and  Plan  of  Merger  and  Reorganization  between  Celebrity
            Entertainment Group, Inc., Sharp Florida Acquisition Corp. and Sharp
            Technology,  Inc.,  dated  December  18,  2000.

3.1(a)      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)      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)      Certificate  of  Merger  previously  filed  in  connection  with  our
            registration  on  Form  10-SB  files  on  January  10,  2000.

3.1(d)      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)      Bylaws  of  Celebrity  Entertainment  Group,  Inc.

4.1(a)      Celebrity  Entertainment  Group,  Inc.,  specimen  of  common  stock
            certificate.

4.1(b)      Sharp  Technology,  Inc.  common  stock  warrant  for  Gilbert  Gertner.

10.1(a)     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)     Agreement for Purchase and Sale of Furniture and Equipment between Sharp
            Technology,  Inc.  and  Commercial Capital Trading Corporation dated
            January  12,  1999.

10.1(c)     Promissory Note and Credit Line Agreement between Sharp Technology, Inc.
            and  George  Sharp  dated  January  15,  1999.

10.1(d)     Credit  Line  Agreement  between  Sharp Technology, Inc. and Commercial
            Capital  Trading  Corporation  dated  November  30,1999.

                                     - 24 -
<PAGE>
10.1(e)     Software  Marketing  Agreement  between  Sharp  Technology,  Inc.  and
            Coherence  Technology,  Corp  dated  May  15,  1999.

10.1(f)     Software  Development  Agreement between Sharp Technology, Inc. and the
            Navi-GATES  Corporation  dated  June  25,  1999.

10.1(g)i    Promissory  Note  between  Sharp  Technology, Inc. and Gilbert Gertner
            dated  February  2,  2000

10.1(g)ii   Promissory  Note  between  Sharp Technology, Inc. and Gilbert Gertner
            dated  April  15,  2000

10.1(g)iii  Promissory  Note  between Sharp Technology, Inc. and Gilbert Gertner
            dated  June  28,  2000

10.1(g)iv   Promissory  Note  between  Sharp Technology, Inc. and Gilbert Gertner
            dated  November  16,  2000

10.1(g)v    Promissory  Note  between  Sharp  Technology, Inc. and Gilbert Gertner
            dated  December  12,  2000

10.1(h)     US  West  And Sharp Technology Development And Distribution Partnership
            Agreement  dated  November  3,  1999

10.1(i)     US  West  and  Sharp  Technology  Web  Site  Linking,  Co-Branded  Site
            Development,  Marketing,  and Revenue Sharing for US West.net. dated
            December  16,  1998

10.1(j)     Personal guaranty of certain tax liabilities by George Sharp dated
            March 29, 2001
</TABLE>


                                     - 25 -
<PAGE>