Exhibit  32.2

                   CERTIFICATION PURSUANT TO RULE 13A-14(b) OR
                     RULE 15D-14(b) AND 18 U.S.C. SEC.1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In  connection  with  the  quarterly  report  of  Sharp Holding Corporation (the
"Company")  on  Form 10-QSB for the period ended June 30, 2004 as filed with the
Securities  and Exchange Commission on the date hereof (the "Report"), I, George
Sharp,  Principal  Financial  Officer  of  the  Company, certify, pursuant to 18
U.S.C. Sec.1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002,  that:

     (1)  Based on my knowledge, the Report fully complies with the requirements
of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

     (2)  Based  on my knowledge, the information contained in the Report fairly
presents,  in  all  material  respects,  the  financial condition and results of
operations  of  the  Company.

Date:    AUGUST 20, 2004

/S/  GEORGE SHARP
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GEORGE SHARP
PRINCIPAL FINANCIAL OFFICER OF SHARP HOLDING CORPORATION


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