**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**


**(Amendment
      No. 3)**





Mark
      One:





**x** **ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934** FOR
      THE
      FISCAL YEAR ENDED DECEMBER 31, 2007





** ̈** **TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
      SECURITIES**


**EXCHANGE
      ACT OF 1934**





**Commission
      file number 0-31176**





**SHELRON
      GROUP INC.**





**Delaware**
            
            **04-2968425**(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                No.)





29
                Broadway, New York, New York
            
            **10006**(Address
                of principal executive offices)
            
            (Zip
                Code)





**212-836-4041**


(Issuer's
      Telephone Number, Including Area Code)





**29
      Broadway, New York, New York 10006**


(Former
      address of principal executive offices)




Securities
      registered under Section 12(b) of the Exchange Act: **None**





Securities
      registered under Section 12(g) of the Exchange Act:


**Common
      Stock**  **$.001
      par value**





Check
      whether the issuer is not required to file reports pursuant to Section 13 or
      15(d) of the exchange Act.  ̈





Check
      whether the issuer (1) filed all reports required 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 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 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 this Form 10-KSB or any
      amendment to this Form 10-KSB **.** **x**





Indicate
      by check mark whether the registrant is a shell company (as define in Rule
      12b-2
      of the Exchange Act


Yes  ̈ No x





Issuer's
      revenues for the year ended December 31, 2007: $329,244





The
      aggregate market value as at March 24, 2008 of the Common Stock of the issuer
      held by non-affiliates was $575,283, (based on the last reported closing price
      of $0.0020 per share on March 24, 2008).





The
      number of shares outstanding of the issuer's Common Stock as of March 27, 2008
      was 410,840,344.





Transitional
      Small Business Disclosure Format:  Yes  ̈ No x





**Explanatory
      Note**





Shelron
      Group, Inc. which may be referred to herein as we, us or the Company, is filing
      this Amendment No. 3 to its Annual Report on Form 10-KSB/A for the fiscal year
      ended December 31, 2007 to replace the Item 8A disclosure and to add Item 8A(T).
      In addition, in connection with the filing of this Form 10-KSB/A and pursuant
      to
      Rule 12b-15 under the Securities Exchange Act of 1934 (Exchange Act), we are
      including revised and currently-dated certifications. The remainder of the
      Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
      2007 filed with the Securities and Exchange Commission (SEC) on March 31, 2008
      remains unchanged.





**PART
      II**




**Item
      8A(T). Controls and Procedures**





Evaluation
      of Disclosure Controls and Procedures





Pursuant
      to Rule 13a-15(b) under the Securities Exchange Act of 1934 (“Exchange Act”),
      the Company carried out a formal evaluation of the effectiveness of the
      Company’s disclosure controls and procedures (as defined under Rule 13a-15(e)
      under the Exchange Act) as of the end of the period covered by this report.
      The
      Company’s Chief Executive Officer, who also acts in the capacity of Chief
      Financial Officer, has concluded that the Company’s disclosure controls and
      procedures were ineffective to ensure that information required to be disclosed
      by
      the Company in the reports that the Company files or submits under the Exchange
      Act, is recorded, processed, summarized and reported, within the time periods
      specified in the SEC’s rules and forms, and that such information is accumulated
      and communicated to the Company’s management, to allow timely decisions
      regarding required disclosure. The reasons for this conclusion is stated below.





The
      Company inadvertently omitted management’s assessment of the Company’s internal
      control over financial reporting in the original Form 10-KSB. As a result,
      as of
      the date of this Amendment, management has concluded that the Company’s
      disclosure controls and procedures were ineffective as of December 31, 2007.
      Subsequent to the end of the fiscal year ended December 31, 2007, management
      implemented controls to assure that management’s assessment of the Company’s
      internal control over financial reporting is properly included in future
      filings, as further discussed under Changes in Internal Control over Financial
      Reporting.





Our
      internal controls over financial reporting are designed by, or under the
      supervision of, our Chief Executive Officer, or persons performing similar
      functions, and effected by our board of directors, management and other
      personnel, to provide reasonable assurance regarding the reliability of
      financial reporting and the preparation of financial statements for external
      purposes in accordance with generally accepted accounting principles. Our
      internal control over financial reporting includes those policies and procedures
      that:









-
      Pertain
      to the maintenance of records that in reasonable detail accurately and fairly
      reflect the transactions and dispositions of our assets.





-
      Provide
      reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that our receipts and expenditures are being made
      only in accordance with authorizations of our management and directors;
      and





-
      Provide
      reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of our assets that could have a material effect
      on the financial statements.





Management’s
      Report on Internal Control Over Financial Reporting





Our
      Chief
      Executive Officer, is responsible to design or supervise a process to be
      effected by our board of directors that provides reasonable assurance regarding
      the reliability of financial reporting and the preparation of financial
      statements for external purposes in accordance with generally accepted
      accounting principles. It is management’s responsibilities to establish and
      maintain adequate internal controls over the Company’s financial
      reporting.





The
      policies and procedures include:





-
      Maintenance of records in reasonable detail to accurately and fairly reflect
      the
      transactions and dispositions of assets,





-
      Review
      and authorization by management for all receipts and expenditures,





-
      Reasonable assurance that transactions are recorded as necessary to permit
      preparation of financial statements in accordance with generally accepted
      accounting principles, and that receipts and expenditures are being made only
      in
      accordance with authorizations of management and directors, and





-
      Reasonable assurance regarding prevention or timely detection of unauthorized
      acquisition, use or disposition of assets that could have a material effect
      on
      our financial statements.





Management,
      with the participation of our Chief Executive Officer, evaluated the
      effectiveness of our internal controls over financial reporting based upon
      the
      framework provided by the Treadway Commission’s Committee of Sponsoring
      Organizations. The Company’s Chief Executive Officer, who also acts in the
      capacity of Chief Financial Officer, has concluded that the Company’s disclosure
      controls and procedures were ineffective (for the reasons described
      above).









Changes
      in Internal Control Over Financial Reporting





Our
      management has also determined that there were no significant changes in our
      internal controls over financial reporting that occurred during the fourth
      quarter of 2007 that have materially affected, or are reasonably likely to
      materially affect, our internal controls over financial reporting.





Notwithstanding
      the foregoing, as stated above, the Company inadvertently omitted management’s
      assessment of the Company’s internal control over financial reporting in the
      original Form 10-KSB. Management has subsequent to December 31, 2007 implemented
      controls to assure that management’s assessment of the Company’s internal
      control over financial reporting is properly included in future filings. As
      a
      result, management has strengthened its review procedures over the financial
      reporting process, therefore, improving the quality of financial reporting
      on a
      ongoing basis.





This
      annual report does not include an attestation report of our registered public
      accounting firm regarding internal control over financial reporting. Our
      management’s report was not subject to attestation by our registered public
      accounting firm pursuant to temporary rules of the SEC that permit the company
      to provide only management’s report in this annual report.





**SIGNATURES**





Pursuant
      to the requirements of Section 13 or 15(d) of the Exchange Act, the
      registrant has duly caused this report to be signed on its behalf by the
      undersigned, thereunto duly authorized.





Signature
            
            Capacity
            
            Date/s/
                Eliron Yaron
            
            Chief
                Executive Officer, President and
            
            October
                10, 2008Eliron
                Yaron
            
            Principal
                Financial Accounting Officer