SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-KSB/A

/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

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

SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to __________

Commission file number 0-31739

Shelron Group Inc.

Former Name if Applicable

TTTTickets Holding Corp.



Delaware
----------------------------
(State or Other Jurisdiction of
Incorporation or Organization)
7 Tfuzot Israel, Givataim, Israel
-----------------------------------------
(Address of principal executive offices)04-2968425
----------------------------
(I.R.S. Employer
Identification No.)
53583
----------------------------
(Zip Code)


972-3-5734382

(Issuer's Telephone Number, Including Area Code)

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 (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/

State issuer's revenues for its most recent fiscal year December 31, 2002:           
$4,688.

The aggregate market value as at May 19,2003 of the Common Stock of the issuer held by non-affiliates was approximately $548,370, calculated on the basis of  68,546,296 non-affiliated shares and the closing price of such stock on the on that date of $.008.

The number of shares
issued of the issuer's Common Stock as at December 31, 2002 was 79,546,296.



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Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.

Yes /X/ No / /

DOCUMENTS INCORPORATED BY REFERENCE

None.
Transitional Small Business Disclosure Format:          Yes / /        No      /X/
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TABLE OF CONTENTS

Page

GENERAL NOTE......................................................2

PART I   ....................................................................4 
Item 1.  Description of Business............................4
Item 2.  Description of Properties..........................9  
Item 3.  Legal Proceedings......................................9  
Item 4.  Submission of Matters to a Vote of Security Holders......9

PART II   .................................................................9  
Item 5.  Market for Common Equity and Related Stockholder Matters...9
Item 6.  Management's Discussion and Analysis or Plan of Operations...10 
Item 7.  Financial Statements...............................10  
Item 8.  Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure..................11

PART III   ........................................................11  
Item 9.  Directors, Executive Officers, Promoters and Control
         Persons of the Company, Compliance with Section 16(a)
          of the Exchange
Act...................................11  
Item 10. Executive Compensation.....................12  
Item 11. Security Ownership of Certain Beneficial Owners
          and
Management.......................................13  
Item 12. Certain Relationships And Related Transactions...........13  
Item 13. Exhibits, Lists, and Reports on Form 8-K.................13  
Item 14. Controls and Procedures.................................. 4

GENERAL NOTE

THE MATTERS DISCUSSED IN THIS SECTION AND IN CERTAIN OTHER SECTIONS OF THIS FORM
10-KSB CONTAIN FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 21D OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND SECTION 27A OF THE
SECURITIES ACT OF 1933, AS AMENDED, THAT INVOLVE RISKS AND UNCERTAINTIES. ALL
STATEMENTS OTHER THAN STATEMENTS OF HISTORICAL INFORMATION PROVIDED HEREIN MAY
BE DEEMED TO BE FORWARD-LOOKING STATEMENTS. WITHOUT LIMITING THE FOREGOING, THE
WORDS "MAY", "WILL", "COULD", "SHOULD", "INTENDS", "THINKS", "BELIEVES",
"ANTICIPATES", "ESTIMATES", "PLANS", "EXPECTS", OR THE NEGATIVE OF SUCH TERMS
AND SIMILAR EXPRESSIONS ARE INTENDED TO IDENTIFY ASSUMPTIONS AND UNCERTAINTIES 
WHICH COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN
THEM. ANY FORWARD-LOOKING STATEMENTS ARE QUALIFIED IN THEIR ENTIRETY BY
REFERENCE TO THE FACTORS DISCUSSED THROUGHOUT THIS REPORT. THE FOLLOWING
CAUTIONARY STATEMENTS IDENTIFY IMPORTANT FACTORS THAT COULD CAUSE THE COMPANY'S
ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE PROJECTED IN THE FORWARD-LOOKING
STATEMENTS MADE IN THIS REPORT. AMONG THE KEY FACTORS THAT HAVE A DIRECT BEARING
ON THE COMPANY'S RESULTS OF OPERATIONS INCLUDE:

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- GENERAL ECONOMIC AND BUSINESS CONDITIONS; THE EXISTENCE OR ABSENCE OF
ADVERSE PUBLICITY; CHANGES IN, OR FAILURE TO COMPLY WITH, GOVERNMENT
REGULATIONS; CHANGES IN MARKETING AND TECHNOLOGY; CHANGES IN POLITICAL,
SOCIAL AND ECONOMIC CONDITIONS;
- INCREASED COMPETITION IN THE INTERNET; INTERNET CAPACITY; GENERAL RISK OF
THE INTERNET.
- SUCCESS OF OPERATING INITIATIVES; CHANGES IN BUSINESS STRATEGY OR
DEVELOPMENT PLANS; MANAGEMENT OF GROWTH;
- AVAILABILITY, TERMS AND DEPLOYMENT OF CAPITAL;
- COSTS AND OTHER EFFECTS OF LEGAL AND ADMINISTRATIVE PROCEEDINGS;
- DEPENDENCE ON SENIOR MANAGEMENT; BUSINESS ABILITIES AND JUDGMENT OF
    PERSONNEL; AVAILABILITY OF QUALIFIED PERSONNEL; LABOR AND EMPLOYEE BENEFIT
COSTS;
- DEVELOPMENT RISKS; RISKS RELATING TO THE AVAILABILITY OF FINANCING, AND
OTHER FACTORS REFERENCED IN THIS REPORT.

BECAUSE THE RISKS FACTORS REFERRED TO ABOVE COULD CAUSE ACTUAL RESULTS OR
OUTCOME TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN ANY FORWARD-LOOKING
STATEMENTS MADE BY THE COMPANY, YOU SHOULD NOT PLACE UNDUE RELIANCE ON ANY SUCH
FORWARD-LOOKING STATEMENTS. OTHER FACTORS MAY BE DESCRIBED FROM TIME TO TIME IN
THE COMPANY'S OTHER FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION, NEWS
RELEASES AND OTHER COMMUNICATIONS. FURTHER, ANY FORWARD-LOOKING STATEMENT SPEAKS
ONLY AS OF THE DATE ON WHICH IT IS MADE AND THE COMPANY UNDERTAKES NO OBLIGATION
TO UPDATE ANY FORWARD-LOOKING STATEMENT OR STATEMENTS TO REFLECT EVENTS OR
CIRCUMSTANCES AFTER THE DATE ON WHICH SUCH STATEMENT IS MADE OR TO REFLECT THE
OCCURRENCE OF UNANTICIPATED EVENTS. NEW FACTORS EMERGE FROM TIME TO TIME, AND IT
IS NOT POSSIBLE FOR THE COMPANY TO PREDICT WHICH WILL ARISE. IN ADDITION, THE
COMPANY CANNOT ASSESS THE IMPACT OF EACH FACTOR ON THE COMPANY'S BUSINESS OR THE
EXTENT TO WHICH ANY FACTOR, OR COMBINATION OF FACTORS, MAY CAUSE ACTUAL RESULTS
TO DIFFER MATERIALLY FROM THOSE CONTAINED IN ANY FORWARD-LOOKING STATEMENTS.

SUBSEQUENT WRITTEN AND ORAL FORWARD-LOOKING STATEMENTS ATTRIBUTABLE TO THE
COMPANY OR PERSONS ACTING ON ITS BEHALF ARE EXPRESSLY QUALIFIED IN THEIR
ENTIRETY BY THE CAUTIONARY STATEMENTS SET FORTH ABOVE AND CONTAINED ELSEWHERE IN
THIS ANNUAL REPORT ON FORM 10-KSB.

SHELRON HAS BEEN AND IS CURRENTLY SUBJECT TO THE INFORMATIONAL REQUIREMENTS OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. IN ACCORDANCE WITH THOSE
REQUIREMENTS, WE FILE REPORTS AND OTHER INFORMATION WITH THE SECURITIES AND
EXCHANGE COMMISSION. SUCH REPORTS AND OTHER INFORMATION CAN BE INSPECTED AND
COPIED AT THE PUBLIC REFERENCE FACILITIES MAINTAINED BY THE SEC. PLEASE CALL THE
SEC AT 1-800-SEC-0330 FOR MORE INFORMATION ON THE OPERATION OF ITS PUBLIC
REFERENCE ROOMS. THE SEC ALSO MAINTAINS A WEB SITE THAT CONTAINS REPORTS, PROXY
AND INFORMATION STATEMENTS AND OTHER MATERIALS THAT ARE FILED THROUGH THE SEC'S
ELECTRONIC DATA GATHERING, ANALYSIS, AND RETRIEVAL (EDGAR) SYSTEM. THIS WEB SITE
CAN BE ACCESSED AT HTTP://WWW.SEC.GOV. OUR REPORTS, REGISTRATION STATEMENTS,
PROXY AND INFORMATION STATEMENTS AND OTHER INFORMATION THAT WE FILE
ELECTRONICALLY WITH THE SEC ARE AVAILABLE ON THIS SITE.

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PART 1

ITEM 1. DESCRIPTION OF BUSINESS

COMPANY OVERVIEW

Shelron Group Inc., formerly TTTTickets Holding Corp (the "Company") is a technology company developing enterprise application integration products which integrate independent business software applications to unify a variety of enterprise information and services. We intend to market our products and services to medium to large-sized enterprises located in the United States, Europe and Israel.

BUSINESS DEVELOPMENT

The Company was initially incorporated under the laws of the State of Massachusetts on June 6, 1987 as Professional Brushes, Inc.

On April 12, 1999, the Company changed its state of incorporation from Massachusetts to Delaware by means of a merger with and into a Delaware corporation formed on March 29, 1999 solely for the purpose of effecting the reincorporation. The Certificate of Incorporation and Bylaws of the Delaware corporation were the Certificate of Incorporation and Bylaws of the surviving corporation. Such Certificate of Incorporation changed the Company's name to PB Acquisition Corp.

On May 9, 2000, the Company acquired 100% of the issued and outstanding common stock of TTTTickets.com, Inc., a Delaware corporation ("Tickets") in exchange for 9,000,000 shares of the Company's restricted, unregistered common stock, par value $.001 per share (the "Common Stock") and Tickets became a wholly-owned subsidiary of the Company. Concurrent with this transaction, the Company changed its corporate name to TTTTickets Holding Corp. and the Company effected a two (2) for one (1) forward stock split resulting in 10,000,032 shares of the Company's common stock being issued and outstanding.

Tickets was incorporated on April 24, 2000 under the laws of the State of Delaware to develop and maintain an internet website to create and facilitate a secondary marketplace for individuals to buy and sell event tickets. The tickets available on the website were anticipated to cover four major categories: (a) theater and music; (b) sports; (c) arts; and (d) other family entertainment.

B-Park Communications LLC was formed on August 21, 2001. On October 26, 2001, B-Park Communications changed its name to B-Park Communications, Inc. ("B-Park") and was incorporated in the State of Delaware. B-Park was formed for the sole purpose of acquiring the controlling interest of the Company. On November 9, 2001, B-Park Communications, Inc., a Delaware corporation (the "Purchaser"), pursuant to a Stock Purchase Agreement dated November 9, 2001, acquired 9,000,000 shares of Common Stock of the Company. Subsequently, pursuant to the terms and conditions of an Agreement of Merger dated November 9, 2001 (the "Merger Agreement") among the Company, TTTTickets Acquisition Corp., a Delaware company and a wholly-owned subsidiary of the Company (the "Subsidiary") and the Purchaser, the Company exchanged with the stockholders of the Purchaser 9,000,000 shares (the "Shares") of Common Stock of the Company in return for one hundred percent (100%) of the issued and outstanding shares of common stock, par value $0.001 per share, of the Purchaser. In connection with the transactions contemplated by the Merger Agreement, the Purchaser entered into a separate agreement with Halter Financial Group, Inc. ("HFG"), a corporation that assisted in consummating the transactions contemplated by the Merger Agreement. Pursuant to the agreement with HFG, the Purchaser paid an aggregate of $350,000 (the "Fee") as payment of fees to HFG. The Fee was funded from the issuance of 8% Series SPA Senior Subordinated Convertible Redeemable Debentures by the Company to RCG, LLC, RIM CG, LLC and RIM Capital Holdings LLC. Pursuant to the Merger Agreement, the Purchaser acquired approximately 89% of the Company's issued and outstanding shares of Common Stock, and the Purchaser merged into the Subsidiary. Simultaneously with the closing of the Merger Agreement, the sole director of the Company resigned and the current director of the Purchaser was appointed as the sole member of the board of directors of the Company. The Stock Purchase Agreement and subsequent Merger Agreement effected a change in control and was accounted for as a "reverse acquisition" whereby B-Park was the accounting acquiror for financial statement purposes.

On November 8, 2001, the Company filed a Certificate of Designation with the Secretary of State of the State of Delaware to provide for the issuance of one series of Preferred Stock (the "Series A Preferred Stock") consisting of 1,000,000 shares, all of which are issued and outstanding and held by Hull Services, Inc. The holders of Series A Preferred Stock are entitled to an aggregate of votes representing 52% of the total shares entitled to vote by all holders of the then outstanding shares of Common Stock and the holders of all the then outstanding shares of Series A Preferred Stock combined. The holders of the Series A Preferred Stock are entitled to vote along with the holders of Common Stock as one class on all matters for which the stockholders of the Company shall vote.

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RISK FACTORS

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT;

EXPLANATORY PARAGRAPH IN INDEPENDENT AUDITOR'S REPORT



We did not initiate sales of our initial line of products until January 2002. As a result, we have a limited operating history upon which you may evaluate our business and prospects. Our prospects must be considered in light of risks, expenses, delays, problems and difficulties frequently encountered by early stage companies.

Our independent auditors have included an explanatory paragraph in their report on our financial statements stating that the financial statements have been prepared assuming we will continue as a going concern and that our loss from operations, stockholders' deficiency and working capital deficiency raise substantial doubt about our ability to continue as a going concern.

THE MARKET FOR OUR TECHNOLOGY IS UNCERTAIN

Our success is highly dependent on market acceptance of our ShelBase EAI product and a new email management product under development. The market for our ShelBase EAI product is rapidly evolving and we are not certain that our target customers will purchase ShelBase EAI or our other products. As a result, demand and market acceptance for our products is uncertain. If the market for our products fails to grow, develops more slowly than we expect, or becomes saturated with competing products or services, then our business, financial condition and results of operations will be materially adversely affected.



WE MAY BE UNABLE TO MEET OUR FUTURE CAPITAL REQUIREMENTS

Based on our current operating plan, we anticipate that the amount of cash we have on hand and cash provided by operations will not allow us to meet our cash requirements for the current year. We will require additional funding sooner than previously anticipated. In addition, unplanned acquisition and development opportunities and other contingencies may arise, which could require us to raise additional capital. If we raise additional capital through the sale of equity securities, including preferred stock or convertible debt, the percentage ownership of our then existing stockholders will be diluted.

BECAUSE OUR PRESIDENT OWNS ALL OF THE SERIES A PREFERRED STOCK, HE CAN
CONTROL OUR AFFAIRS.

Through his controlling ownership interest of Hull Services, Inc., Eliron Yaron owns 1,000,000 shares of our Series A Preferred Stock which represents 52% of the total voting power. The Series A Preferred Stock owner is able to control us and direct our affairs, including:

- electing a majority of our directors;
- causing an increase in our authorized capital; or
- causing our dissolution, merger or the sale of substantially all of our assets.

The disproportionate vote afforded the Series A Preferred Stock might also impede or prevent a change of control. As a result of the Series A Preferred Stock voting power, potential acquirers may be discouraged from seeking to acquire control of us through the purchase of Common Stock, which could have a depressive effect on the price of our securities.

WE MAY NOT BE ABLE TO KEEP UP WITH RAPID TECHNOLOGICAL CHANGE

Our market is characterized by rapid technological change and frequent new product announcements. Significant technological changes could render our existing technology obsolete. If we are unable to successfully respond to these developments or do not respond in a cost-effective way, our business, financial condition and results of operations will be materially adversely affected. To be successful, we must adapt to our rapidly changing market by continually improving the responsiveness, services and features of our products and by developing new features to meet customer needs. Our success will depend, in part, on our ability to adapt to rapidly changing technologies, to enhance our existing services and to develop new services and technologies that address the needs of our customers.

OUTSTANDING CONVERTIBLE DEBENTURES MAY BE HIGHLY DILUTIVE

We currently have convertible debentures which are convertible into common stock at a rate of 30% discount per dollar of debenture outstanding. The conversion of the debentures may be highly dilutive to the current holders of our common stock and may make it more difficult for us to raise equity capital in the future.

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IF WE LOSE OUR PRESIDENT OR ARE UNABLE TO RECRUIT ADDITIONAL PERSONNEL,
OUR BUSINESS MAY SUFFER.

We are dependent on the continued employment and performance of Eliron Yaron, our President. The loss of the services of Mr. Yaron could have a material adverse effect on our business, financial condition and results of operations.

OUR NEW PRODUCTS MAY CONTAIN TECHNOLOGICAL FLAWS AND WE MAY INCUR
POTENTIAL PRODUCT LIABILITY FOR PRODUCTS SOLD BY US

Complex technological products like ours often contain undetected errors or failures when first introduced or as new versions are released. Despite testing by us, there still may be errors in new products, even after commencement of commercial shipments. The occurrence of these errors could result in delays or failure to achieve market acceptance of our products, which could have a material adverse effect on our business, financial condition and results of operations. In addition, because our products are used in business-critical applications, any errors or failures in these products may give rise to substantial product liability claims, which also could have a material adverse effect on our business, financial condition and results of operations.

BUSINESS OF THE COMPANY

The Company's primary focus is to develop products integrating independent business applications to unify a variety of enterprise information and services. The Company hopes that its intended products will modernize internal operations to allow organizations to reduce information technology costs, increase productivity and improve customer responsiveness through an efficient business process management approach. The Company's flagship product, ShelBase EAI-TM- ("EAI"), comprises pre-built modules that include connectivity to legacy and packaged applications, process integration, semantic information tools, and business objects.

OUR EAI PRODUCTS

We are developing EAI products that are intended to be marketed to medium and large sized enterprises that require unified internal and external information systems. Our EAI products are designed to "repair" the fragmented components and operations existing within the infrastructure of companies growing faster than their back-office operations.

i. OVERVIEW OF ENTERPRISE APPLICATION INTEGRATION

Enterprise Application Integration ("EAI") is the process that makes independently designed applications systems of enterprises work together on a common platform. In the past, companies used custom software, which they developed and maintained for a specific function. With the advent of new technologies and packaged software solutions, companies now find themselves with multiple generations of incompatible operating systems, databases and application software that cannot easily be shared with newer client relational systems. We believe that this places stress on the end user who may need to toggle between various different systems to complete a single action, resulting in compromised security and inefficient or redundant actions.



Companies can solve this problem either by completely replacing an old system with a new one or by employing the technologies and services offered by EAI developers. We believe that because of the cost-effectiveness of utilizing EAI solutions and the current global economic slowdown combined with globalization (mergers, acquisitions, strategic partnerships, e-commerce) may cause many companies to utilize EAI solutions.

We believe that companies tend to prefer to use packaged software where possible and conserve financial resources for mission critical or company specific applications. We believe that software must be inter-operable at the business process level and give customers the ability to mix and match applications for ERP, financial planning, accounting and customer order management. Any business that aspires to grow needs to establish an infrastructure that seamlessly links heterogeneous business applications into one unified system. Processes and data must be sharable throughout the company and beyond to partners, clients and associates.

SHELRON SOLUTION - KNOWLEDGE AND SERVICES INTEGRATION.

Our approach to EAI is to first identify a company's applications, such as financial, Client Relations Management, processes and data (databases, transactions, emails, xml documents etc.) which need to be integrated. The EAI solutions range from customized solutions tailored by a team of our software engineers or by a package of products, customized for the company.

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Our EAI products are intended to maximize performance and availability of operations, and unite and extend business processes to combine fast, cost-effective integration of all system components with a client interface. Running on any platform or through any device, ShelBase EAI is intended to understand a range of queries from a variety of users.



METHODOLOGIES.

We plan on using a team of engineers to study the software applications of the client before defining what is important for the solution by mapping the existing applications and the operations being performed. We also provide training services for in-house programmers and "power users" on how to customize future functions. Very little programming knowledge is involved to use our products. A graphics control panel, complete with user-friendly wizards, create connectors to packaged applications.

SHELBASE ONTOLOGY.

ShelBase EAI metadata is used for mapping the different data entities into a unified ontology. A typical scenario is where an enterprise has dozens of distributed applications on different platforms and lacks a unified information management solution enabling users to retrieve, query and manage various information sources without having to deal with origins. Our EAI products enable trained programmers and power users to upgrade and integrate to their own systems. It empowers the users so that even the most complex procedures can be centralized to perform as a complete customized, integrated solution.



RECENT DEVELOPMENTS.

In the first quarter of 2002, we provided our services as a subcontractor to one of the five largest United States banks. The solution is an eSecurities application that has modernized the bank's legacy system. The mission was to develop a web application that facilitates secure, scalable and easy access to securities information for the bank's 4,000 brokers. Shelron's solution became an integral part of the bank's initiative to centralize its document and output management. Brokers nationwide are now able to take full advantage of the system's flexible search capabilities and data retrieval mechanism with great response time, while the bank is equipped with access to brokers' securities information without compromise on security.

On March 17, 2003 the Company announced the launch of ShelBaseTM 2.0, the first advanced, broad-based business intelligence (BI) solution for medium to large-size corporations.  We believe ShelBaseTM 2.0 represents a breakthrough in the BI market, by providing natural intelligence capabilities and reducing implementation time by 80%.

ShelBaseTM 2.0 is designed to confront some of the major challenges facing major corporations. Organizations are building BI systems that support business analysis and decision making to help them better understand their operations and compete in the marketplace. However, building a system customized to meet the unique needs of an organization can be a daunting project because it presents immense difficulties in planning and scaling. BI systems are a necessity for these organizations to improve data accessibility for faster and more accurate decision-making, for measuring business trends in real-time and for better understanding the needs of their customers. According to International Data Corporation (IDC), BI is currently a $6.1 billion market and is expected to grow to $11 billion annually by 2005.

Shelron Group’s ShelBaseTM 2.0 takes an innovative approach to tackling BI solutions in a relatively fast and cost-effective manner. ShelBaseTM 2.0 offers rapid implementation of scalable business intelligence systems that can ultimately serve the entire enterprise, if necessary, while at the same time delivering intermediate milestones and productivity paybacks that can justify the project along the way, not just once it has been completed.

Before ShelBaseTM attempts to deploy a comprehensive business intelligence system typically require 18 months and millions of dollars in expense just to identify and organize the required data warehouse elements – even before system development ever begins.

ShelBaseTM allows companies to quickly transform data into information, because ShelBaseTM 2.0 is able to understand data and text. The analysis of data can be viewed by the ShelBase Results Viewer as detailed reports, visually, or in summary form. ShelBaseTM solutions and results are accessible via any mobile platform or web application to the Internet, palm devices, cell phones, telephones and any portable device with encryption protection.

ShelBaseTM 2.0 is used as a deployment accelerator tool kit for IT staff in the enterprise to create cross-platform applications in real time. This tool provides a view of what is happening across the enterprise so the manager can stay on top of trends and changes in the marketplace and react to them more quickly. Positive results of the first generation solution were already shown in eight implementations of ShelBase 1.0, including such complex applications as banking and e-business.

ShelBaseTM 2.0 is a customizable software development tool kit that works on Windows and can integrate information from various platforms and databases, such as mainframes and Oracle. It does not eliminate the need to use a consultant/IT expert who specializes in BI systems, but it significantly eases the entry point for any organization implementing a BI system. The fact that ShelBaseTM 2.0 can be customized gives greater integration opportunities for enterprises.

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DISTRIBUTION OF PRODUCTS

MARKETING STRATEGY

ShelBase has the ability to approach small/medium size users using direct channels, large enterprises will need to be approached through strategic partners such as system integrators or value added resellers ("VARs"). These distributors generally already have a relationship with large enterprises and ShelBase will be included as part of an overall suite of solutions.

- ShelBase Enterprise - will be distributed through VARs and system integrators
- ShelBase MCS - through VARs, system integrators and direct
- ShelBase Web - has three versions, the distribution channels will be:
- ShelBase Web Lit - direct (website, exhibitions etc)
- ShelBase Web Seats - through VARs, system integrators
- ShelBase Web App - directly

TRADEMARKS

We do not have any registered trademarks.



GOVERNMENT APPROVAL AND REGULATIONS

There is no need for any material government approvals of our products or services and we do not expect any existing or probable governmental regulations to materially affect our business.

COMPETITION

The markets for our products are relatively new, constantly evolving and intensely competitive. We expect that competition will continue to intensify in both the short and long term. Many of our current and potential competitors have longer operating histories, greater name recognition and significantly greater financial, technical and marketing resources than us. Our principal competitors in the EAI market include International Business Machines, which largely dominates the market, CrossWorlds, Tibco, Webmethods and Neon. As a result, such competitors may be able to develop products comparable or superior to us or adapt more quickly to new technologies or evolving customer requirements. Competitive factors in the markets we operate in include:

- the ability to customize technology to a customer's particular use;
- quality and reliability of software products;
- ease of use and interactive features;
- cost; and
- compatibility with the user's existing software applications.



ENVIRONMENTAL LAWS

There are no material environmental laws which affect our business.

EMPLOYEES

We have one full-time employee who is in management. We also retain outside consultants who provide contract development, marketing and public relations services.

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ITEM 2. DESCRIPTION OF PROPERTY.

We
lease our offices from an unaffiliated party for approximately $2,000 per month which was reduced to $1,000 per month in the beginning of 2002. We have 230 square meters. The lease has a term of one-year and is renewable annually.

ITEM 3. LEGAL PROCEEDINGS.

None

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

None.

PART II

ITEM 5. MARKET FOR THE COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

The Company's Common Stock was cleared for trading on the OTC Bulletin Board under the symbol TTTT.OB on June 4, 2001.  In 2002 common stock has been listed on the OTC Bulletin Board under the symbol
"SHRN". The following table sets forth the high and low bid information for the Company's Common Stock for each quarterly period from September 28, 2001 through December 31, 2001, and for 2002 as reported by the OTC Bulletin Board. The OTC Bulletin Board quotations reflect inter-dealer prices, are without retail markup, markdown or commission, and may not represent actual transactions.



High
-------Low
-------Calendar Year 2001First Quarter$----Second Quarter$----Third Quarter$0.21$0.19Fourth Quarter$0.25$0.25Calendar Year 2002First Quarter$0.45$0.012Second Quarter$0.014$0.002Third Quarter$0.0075$0.0008Fourth Quarter$0.011$0.0008




Holders

At the date of this filing, there are approximately 332 shareholders of record of the Company's common stock.

Dividends

Holders of Common Stock and Series A Preferred Stock are entitled to dividends, when, as, and if declared by the Board of Directors out of funds legally available therefore. The Company has not paid any cash dividends on its stock and intends to retain earnings, if any, for the immediate future to finance the development and expansion of its business.  The Company has paid no cash dividends on its common stock and for the foreseeable future has no plans to pay cash dividends.

Sale of Unregistered Securities

In
February  2002 the Company issued:

- 750,000
      common shares to VPM Finance for Investor relations
- 750,000
      common shares to Baddiel Shoshan for Investor relations
- 750,000
      common shares to Edan Machluf for Investor relations



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Sale
  of Unregistered Securities

In
  March 2002 the Company issueed:

- 4,000,000
     common shares to VPM Finance for Investor relations
- 1,000,000
     common shares to Elkateb David  for Investor relations
- 1,000,000
     common shares to Baddiel Shoshan   for Investor relations
- 750,000
     common shares to Edan Machluf   for Investor relations
- 1,737,722
      common shares to Rim CG for conversion of debentures
- 1,475,871
    common shares to Rim CG for conversion of debentures
- 2,823,709
    common shares for Rim CG for conversion of debentures

In April 2002 the Company issued:

- 2,000,000
      common shares to Rim CG for consulting

In May 2002 the Company issued:

- 400,000 common shares Baddiel Shoshan   for Investor Relations  
1 895,708 common shares to Rim Capital for conversion of debentures



In December 2002 the Company
issued for $20,000 in cash:



2,500,000   restricted common  shares  to Josef Greco

5,000,000    restricted common  shares  to Frank Santo Jr.

15,500,000    restricted common  shares  to Ming Young



The
  company has a subscription for an additional 10,000,000 common shares to be
  issued to Josef Greco, Frank Santo, Ming Yeong



In
  December 2002 the company also issued for $23,000 in cash:

13,546,296      restricted common  shares  to
Carlthon,

2,000,000 restricted common  shares  to Peter Chen

1,000,000  restricted
common shares to Danny Chen.  These shares were issued pursuant to section 4(2) of the Securities Act of 1933, as amended.

The common stock issuable upon conversion of the debentures were issued pursuant to Section 3(a)(9) of the Securities Act of 1933, as amended.

ITEM 6. PLAN OF OPERATIONS

Through
December 31, 2002, we had generated limited revenues and will not generate any meaningful revenue until we fully develop our products and expand our marketing offerings. During the year ended December 31, 2001 we incurred a net loss of $754,941. During the
year ended December 31, 2002, we incurred a net loss of  $ 691,262.  We are subject to all of the risks, expenses, delays, problems and difficulties frequently encountered in the establishment of a new business. Our independent auditors have included an explanatory paragraph in their report on our financial statements stating that the financial statements have been prepared assuming we will continue as a going concern and that our losses from operations, stockholders' deficiency and working capital deficiency raise substantial doubt about our ability to continue as a going concern.

As of December 31, 2002, we had a cash balance of $7,196. As of December 31, 2001, we had a cash balance of approximately $512. In November 2001, we received subscriptions from three investors to purchase 8% Senior Subordinated Convertible Redeemable Debentures (the "Debentures") of the Company in the aggregate principal amount of $1,000,000, of which approximately
$450,000, net of discount was paid as of such date and the balance may be paid to the Company provided, among other things, there has been full conversion or repayment of the initial $500,000 aggregate principal amount of the Debentures.
In March 2002, we received an additional subscription to purchase debentures in
the principal amount of $25,000, of which $22,500, net of discount was paid as
of such date. The Debentures are due and payable on October 24, 2003. Based on such proceeds and other cash resources, we believe we have maintained our operations to date as currently conducted but such proceeds and other resources will not be sufficient to satisfy our cash requirements for the next twelve (12) months. Therefore, we will be required to raise additional funds in the very near future. During the next few months, we will consider raising additional funds through equity or debt offerings. If successful in raising funds, we will endeavor to expand the marketing and product service offerings of Shelbase EAI and/or develop or acquire additional business operations. We do not anticipate performing significant product research and development or purchasing plant or significant equipment during the next twelve months.

ITEM 7. FINANCIAL STATEMENTS

SHELRON GROUP INC. AND SUBSIDIARIES 
(A DEVELOPMENT STAGE COMPANY) 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

INDEPENDENT AUDITOR'S REPORTF-2CONSOLIDATED FINANCIAL STATEMENTS:Balance SheetF-3Statement of OperationsF-4Statement of Stockholders' DeficiencyF-5
    -  F-6Statement of Cash FlowsF-7Notes to Consolidated Financial StatementsF-8
    - F13


10

---

INDEPENDENT AUDITOR'S REPORT

To the Board of Directors and Shareholders of Shelron Group Inc.

We have audited the accompanying consolidated balance sheets of Shelron Group Inc. and Subsidiaries (f/k/a TTTTickets Holding Corp. and Subsidiaries) (a development stage company) as of December 31, 2002 and 2001, and the related consolidated statements of operations, stockholders' deficiency, and cash flows for the year ended December 31,
2002 and for the periods from August 21, 2001 (date of inception) through December 31,
2001; and August 21, 2001 (date of inception) through December 31, 2002. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the 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 financial position of Shelron Group Inc. and Subsidiaries (f/k/a TTTTickets Holding Corp. and Subsidiaries) as of December 31, 2002 and 2001 and the results of
their operations and their cash flows for the year ended December 31, 2002 and for the periods from August 21, 2001 (date of inception) through December 31, 2001,
and August 21, 2001 (date of inception) through December 31, 2002, in conformity with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has suffered recurring losses from operations, has a stockholders' deficiency and a working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1.  The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

GOLDSTEIN GOLUB KESSLER LL P

New York, New York



May 19, 2003

F-2

---

|                                                                                                   |             |                                     |           |   |           |         | 
|-------------------------------------------------------------------------------------------------- | ----------- | ----------------------------------- | --------- | - | --------- | ------- | 
|SHELRON
      GROUP INC. AND SUBSIDIARIES                                                          |            
|(f/k/a
      TTTTICKETS Holding Corp. and Subsidiaries)                                            |            
|                                                                                                   |             | (a
      development stage company) |          
|                                                                                                   |             |                                     |           |   |           |         | 
|                                                                                                   |             | CONSOLIDATED
      BALANCE SHEET    |          
|                                                                                                   |             |                                     |          
|                                                                                                   |             |                                     |           |   |           |         | 
|December
      31,                                                                                 |             |                                     | 2002      |   |           | 2001    | 
|                                                                                                  
|                                                                                                   |             |                                     |           |   |           |         | 
|ASSETS                                                                                             |             |                                     |           |   |           |         | 
|                                                                                                   |             |                                     |           |   |           |         | 
|Current
      Assets:                                                                              |             |                                     |           |   |           |         | 
|Cash                                                                                               |             | $                                   | 7,196     |   | $         | 512     | 
|Due
      from stockholder                                                                         |             |                                     |           |   |           | 4,000   | 
|Total
      current assets                                                                         |             |                                     | 7,196     |   |           | 4,512   | 
|                                                                                                   |             |                                     |           |   |           |         | 
|Property
      and Equipment, net of accumulated depreciation of $12,766                           |             | 33,211                              |           |   |           |        
|                                                                                                   |             |                                     |           |   |           |         | 
|Deferred
      Finance Costs                                                                       |             |                                     | 6,125     |   |           | 13,600  | 
|                                                                                                   |             |                                     |           |   |           |         | 
|Deferred
      Tax Asset - net of valuation allowance of $345,000 and $169,000,
      respectively |             |                                     |           |   |          
|Total
      Assets                                                                                 |             | $                                   | 46,532    |   | $         | 18,112  | 
|                                                                                                   |             |                                     |           |   |           |         | 
|LIABILITIES
      AND STOCKHOLDERS' DEFICIENCY                                                     |             |                                     |           |   |           |        
|                                                                                                   |             |                                     |           |   |           |         | 
|Current
      Liabilities:                                                                         |             |                                     |           |   |           |         | 
|Accrued
      expenses                                                                             |             | $                                   | 316,830   |   | $         | 33,083  | 
|Due to stockholder                                                                                 |             |                                     | 16,000    |   |           |         | 
|Stock
      Subscriptions
      payable                                                            |             |                                     | 6,000     |   |           |         | 
|Note
      payable                                                                                 |             |                                     | 30,000    |   |           | 30,000  | 
|Debentures
      payable                                                                           |             |                                     | 381,225   |   |           | 260,250 | 
|Total
      liabilities                                                                            |             |                                     | 750,055   |   |           | 323,333 | 
|                                                                                                   |             |                                     |           |   |           |         | 
|Commitments                                                                                        |             |                                     |           |   |           |         | 
|                                                                                                   |             |                                     |           |   |           |         | 
|Stockholders'
      Deficiency:                                                                    |             |                                     |           |   |           |         | 
|Series
      A Preferred Stock - $.001 par value, authorized 10,000,000 shares,                    |             |                                     |           |   |          
|issued
      and outstanding 1,000,000
      shares                                                |             |                                     | 1,000     |   |           | 1,000   | 
|Common
      stock - $.001 per share par value; authorized 500,000,000 shares,                     |             |                                     |           |   |          
|issued 79,546,296
      and 20,666,990  shares, respectively and                                   |             |                                     |           |   |          
|outstanding
      70,546,296 and 11,666,990 shares, respectively                                   |             | 70,546                              |           |   | 11,667    |        
|Additional
      paid-in capital                                                                   |             |                                     | 671,134   |   |           | 437,053 | 
|Deficit
      accumulated during the development stage                                             | (1,446,203) |                                     | (754,941) |  
|Stockholders'
      deficiency                                                                     |             |                                     | (703,523) |   | (305,221) |        
|Total
      Liabilities and Stockholders' Deficiency                                               | $           | 46,532                              |           | $ | 18,112    |        





The
accompanying notes and independent auditor's report

should
be read in conjunction with the financial statements

F-3

---

|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------------- | ------------------ | --------------------- | ----------------------------------- | --------------------- | - | ----------- | 
|                                                              | SHELRON
      GROUP INC. AND SUBSIDIARIES |                                                        
|                                                              |                                           | (f/k/a
      TTTTICKETS Holding Corp. and Subsidiaries) |                   
|                                                              |                                           |                                                         |                    |                       | (a
      development stage company) |                      
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|                                                              |                                           | CONSOLIDATED
      STATEMENT OF OPERATIONS              |                   
|                                                              |                                           |                                                         |                   
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|                                                              |                                           |                                                         |                    | Period
      from     |                                     | Period
      from     |  
|                                                              |                                           |                                                         |                    | August
      21, 2001 |                                     | August
      21, 2001 |  
|                                                              |                                           | Year
      ended                                        |                    | (inception)
      to  |                                     | (inception)
      to  |  
|                                                              | December
      31,                        |                                                         | December
      31, |                       | December
      31,                  |                      
|                                                              | 2002                                      |                                                         | 2001               |                       | 2002                                |                      
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|Revenue                                                       | $                                         | 4,688                                                   |                    |                       | -                                   |                       | $ | 4,688       | 
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|Operating
      expenses:                                     |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|Consulting
      fees                                         |                                           | 183,060                                                 |                    | $                     | 351,000                             |                       |   | 534,060     | 
|Salaries                                                      |                                           | 117,000                                                 |                    |                       | 63,500                              |                       |   | 180,500     | 
|Legal
      and professional fees                             |                                           | 139,648                                                 |                    |                       | 47,000                              |                       |   | 186,648     | 
|Other                                                         |                                           | 6,259                                                   |                    |                       | 21,465                              |                       |   | 27,724      | 
|Rent                                                          |                                           | 12,000                                                  |                    |                       | 4,000                               |                       |   | 16,000      | 
|Amortization
      of deferred finance costs                  |                                           | 7,475                                                   |                    |                       | 1,400                               |                       |   | 8,875       | 
|Depreciation                                                  |                                           | 12,766                                                  |                    |                       | -                                   |                       |   | 12,766      | 
|Transfer
      fees                                           |                                           | 5,039                                                   |                    |                       | -                                   |                       |   | 5,039       | 
|Bad
      debt expense                                        |                                           | 1,260                                                   |                    |                       | -                                   |                       |   | 1,260       | 
|Interest
      expense net of interest income of $177 in 2001 |                                           | 211,443                                                 |                    |                       | 266,576                             |                       |   | 478,019     | 
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|Total
      operating expenses                                |                                           | 695,950                                                 |                    |                       | 754,941                             |                       |   | 1,450,891   | 
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|Net
      loss                                                | $                                         | (691,262)                                               |                    | $                     | (754,941)                           |                       | $ | (1,446,203) | 
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|Net
      loss per common share - basic and diluted           | $                                         | (0.02)                                                  |                    | $                     | (0.07)                              |                       | $ | (0.06)      | 
|                                                              |                                           |                                                         |                    |                       |                                     |                       |   |             | 
|Weighted
      average number of shares outstanding           |                                           | 28,430,417                                              |                    |                       | 10,212,444                          |                       |   | 23,571,109  | 





The
accompanying notes and independent auditor's report

should
be read in conjunction with the financial statements

F-4

---

SHELRON
GROUP INC. AND SUBSIDIARIES

(f/k/a
TTTTICKETS Holding Corp. and Subsidiaries)

(a
development stage company)



CONSOLIDATED
STATEMENT OF STOCKHOLDERS' DEFICIENCY



|                                                                      | Preferred
      Stock | Common
      Stock | Additional |        |                 |   |         |   |         
|--------------------------------------------------------------------- | --------------------- | ------------------ | ---------- | ------ | --------------- | - | ------- | - | --------
|                                                                      | Number
      of       |                    |            |        | Number
      of |   |         |   | Paid-in 
|                                                                      | Shares                |                    | Amount     | Shares | Amount          |   | Capital |   |         
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Stockholders'
      equity of TTTTickets                              |                       |                    |            |        |                 |   |         |   |         
|Holding
      Corp. on date of merger                                 |                       |                    |            |        | 10,066,990      | $ | 10,067  | $ | 10,729  
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Adjustment
      upon merger with                                     |                       |                    |            |        |                 |   |         |   |         
|B-Park
      Communications, Inc.                                     |                       |                    |            |        |                 |   |         |   | (20,796)
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Beneficial
      conversion feature in connection with
      issuance |                       |                    |            |        |                 |   |         |   | 214,285 
|of Debentures                                                         |                       |                    |            |        |                 |   |         |   |         
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Conversion
      of Debentures to common stock                        |                       |                    |            |        | 1,600,000       |   | 1,600   |   | (1,440) 
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Shares
      place in escrow as security for                          |                       |                    |            |        |                 |   |         |   |         
|Debentures                                                            |                       |                    |            |        | 9,000,000       |   |         |   |         
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Issuance
      of Series A Preferred Stock                            | 1,000,000             |                    | $          | 1,000  |                 |   |         |   |         
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Beneficial
      conversion on conversion of                          |                       |                    |            |        |                 |   |         |   |         
|Debentures
      to common stock                                      |                       |                    |            |        |                 |   |         |   | 234,275 
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Net
      loss                                                        |                       |                    |            |        |                 |   |         |   |         
|                                                                      |                       |                    |            |        |                 |   |         |   |         
|Balance
      at December 31, 2001                                    | 1,000,000             |                    |            | 1,000  | 20,666,990      |   | 11,667  |   | 437,053 



(continued)



The
accompanying notes and independent auditor's report

should
be read in conjunction with the financial statements

F-5

---

SHELRON
GROUP INC. AND SUBSIDIARIES

(f/k/a
TTTTICKETS Holding Corp. and Subsidiaries)

(a
development stage company)



CONSOLIDATED
STATEMENT OF STOCKHOLDERS' DEFICIENCY

|                                                                      | Preferred
      Stock |  | Common
      Stock |       | Additional |                 |        |   |        |         |   |        
|--------------------------------------------------------------------- | --------------------- |  | ------------------ | ----- | ---------- | --------------- | ------ | - | ------ | ------- | - | -------
|                                                                      | Number
      of       |  |                    |       |            | Number
      of |        |   |        |         |   | Paid-in
|                                                                      | Shares                |  | Amount             |       | Shares     |                 | Amount |   |        | Capital |   |        
|                                                                      |                       |  |                    |       |            |                 |        |   |        |         |   |        
|Conversion
      of Debentures to common stock:                       |                       |  |                    |       |            |                 |        |   |        |         |   |        
|February
      22, 2002                                               |                       |  |                    |       |            | 1,648,352       |        | $ | 1,648  |         | $ | 13,352 
|February
      25, 2002                                               |                       |  |                    |       |            | 1,111,111       |        |   | 1,111  |         |   | 8,889  
|February
      27, 2002                                               |                       |  |                    |       |            | 1,647,771       |        |   | 1,648  |         |   | 13,352 
|March
      21, 2002                                                  |                       |  |                    |       |            | 1,428,571       |        |   | 1,429  |         |   | 13,571 
|April
      25, 2002                                                  |                       |  |                    |       |            | 1,831,708       |        |   | 1,831  |         |   | 3,169  
|                                                                      |                       |  |                    |       |            |                 |        |   |        |         |   |        
|Issuance
      of shares for consulting fees:                         |                       |  |                    |       |            |                 |        |   |        |         |   |        
|February
      5, 2002                                                |                       |  |                    |       |            | 2,250,000       |        |   | 2,250  |         |   | 40,500 
|March
      11, 2002                                                  |                       |  |                    |       |            | 3,750,000       |        |   | 3,750  |         |   | 60,000 
|March
      26, 2002                                                  |                       |  |                    |       |            | 3,000,000       |        |   | 3,000  |         |   | 42,000 
|April
      9, 2002                                                   |                       |  |                    |       |            | 2,000,000       |        |   | 2,000  |         |   | 28,000 
|May
      15, 2002                                                    |                       |  |                    |       |            | 400,000         |        |   | 400    |         |   | 1,160  
|                                                                      |                       |  |                    |       |            |                 |        |   |        |         |   |        
|Beneficial
      conversion feature in connection with
      issuance |                       |  |                    |       |            |                 |        |   |        |         |   |        
|of Debenture                                                          |                       |  |                    |       |            |                 |        |   |        |         |   | 10,714 
|                                                                      |                       |  |                    |       |            |                 |        |   |        |         |   |        
|Issuance
      of common stock for cash                               |                       |  |                    |       |            | 39,546,296      |        |   | 39,546 |         |   | (2,546)
|                                                                      |                       |  |                    |       |            |                 |        |   |        |         |   |        
|Accrued
      interest on Debentures paid                             |                       |  |                    |       |            |                 |        |   |        |         |   |        
|through
      the issuance of common stock                            |                       |  |                    |       |            | 265,497         |        |   | 266    |         |   | 1,920  
|                                                                      |                       |  |                    |       |            |                 |        |   |        |         |   |        
|Net
      loss                                                        |                       |  |                    |       |            |                 |        |   |        |         |   |        
|                                                                      |                       |  |                    |       |            |                 |        |   |        |         |   |        
|Balance
      at December 31, 2002                                    | 1,000,000             |  | $                  | 1,000 |            | 79,546,296      |        | $ | 70,546 |         | $ | 671,134



The
accompanying notes and independent auditor's report

should
be read in conjunction with the financial statements

F-6

---

|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|---------------------------------------------------------------------------- | ------------------------------------------------------- | --------- | -------------------- | ----------------------------------- | -------------------- | --------------------- | - | ----------- | 
|                                                                             | SHELRON
      GROUP INC. AND SUBSIDIARIES               |          
|                                                                             | (f/k/a
      TTTTICKETS Holding Corp. and Subsidiaries) |          
|                                                                             |                                                         |           |                      | (a
      development stage company) |                     
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|                                                                             | CONSOLIDATED
      STATEMENT OF CASH FLOWS              |          
|                                                                             |                                                         |          
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|                                                                             |                                                         |           |                      | Period
      from                   |                      | Period
      from     |  
|                                                                             |                                                         |           |                      | August
      21, 2001               |                      | August
      21, 2001 |  
|                                                                             | Year
      ended                                        |           | (inception)
      to |                                     | (inception)
      to |                      
|                                                                             | December
      31,                                      |           | December
      31,   |                                     | December
      31,   |                      
|                                                                             | 2002                                                    |           | 2001                 |                                     | 2002                 |                      
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|Cash
      flows from operating activities:                                  |                                                         |           |                      |                                     |                      |                       |   |             | 
|Net
      loss                                                               | $                                                       | (691,262) |                      | $                                   | (754,941)            |                       | $ | (1,446,203) | 
|Adjustments
      to reconcile net loss to net cash used in                  |                                                         |           |                      |                                     |                      |                       |   |             | 
|operating
      activities:                                                  |                                                         |           |                      |                                     |                      |                       |   |             | 
|Consulting
      fees financed through note payable                          |                                                         |           |                      |                                     | 30,000               |                       |   | 30,000      | 
|Noncash
      consulting fee                                                 |                                                         | 183,060   |                      |                                     | 1,000                |                       |   | 184,060     | 
|Amortization
      of original issue discount                                |                                                         |           |                      |                                     |                      |                       |   |             | 
|and
      beneficial conversion feature                                      |                                                         | 169,189   |                      |                                     | 258,970              |                       |   | 428,159     | 
|Amortization
      of deferred finance costs                                 |                                                         | 7,475     |                      |                                     | 1,400                |                       |   | 8,875       | 
|Depreciation                                                                 |                                                         | 12,766    |                      |                                     |                      |                       |   | 12,766      | 
|Changes
      in operating assets and liabilities:                           |                                                         |           |                      |                                     |                      |                       |   |             | 
|Increase in due to stockholder                                               |                                                         | 16,000    |                      |                                     |                      |                       |   | 16,000      | 
|Increase
      in accrued expenses                                           |                                                         | 245,433   |                      |                                     | 33,083               |                       |   | 278,516     | 
|Net
      cash used in operating activities                                  |                                                         | (57,339)  |                      |                                     | (430,488)            |                       |   | (487,827)   | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|Cash
      flows from investing activities:                                  |                                                         |           |                      |                                     |                      |                       |   |             | 
|Purchase of property and equipment                                           |                                                         | (5,477)   |                      |                                     |                      |                       |   | (5,477)     | 
|Increase
      (decrease)
      in due from stockholder                      |                                                         | 4,000     |                      |                                     | (4,000)              |                       |   |             | 
|Net
      cash used in investing activities                                  |                                                         | (1,477)   |                      |                                     | (4,000)              |                       |   | (5,477)     | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|Cash
      flows from financing activities:                                  |                                                         |           |                      |                                     |                      |                       |   |             | 
|Proceeds
      from issuance of debentures                                   |                                                         | 22,500    |                      |                                     | 450,000              |                       |   | 472,500     | 
|Proceeds
      from issuance of common stock                                 |                                                         | 37,000    |                      |                                     |                      |                       |   | 37,000      | 
|Increase
      in stock subscription payable                                 |                                                         | 6,000     |                      |                                     |                      |                       |   | 6,000       | 
|Payment
      of deferred finance fees                                       |                                                         |           |                      |                                     | (15,000)             |                       |   | (15,000)    | 
|Net
      cash provided by financing activities                              |                                                         | 65,500    |                      |                                     | 435,000              |                       |   | 500,500     | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|Net
      increase in cash                                                   |                                                         | 6,684     |                      |                                     | 512                  |                       |   | 7,196       | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|Cash
      at beginning of period                                            |                                                         | 512       |                      |                                     |                      |                       |   |             | 
|Cash
      at end of period                                                  | $                                                       | 7,196     |                      | $                                   | 512                  |                       | $ | 7,196       | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|                                                                             |                                                         |           |                      |                                     |                      |                       |   |             | 
|Supplemental
      schedule of non-cash investing and  financing activities: |                                                         |           |                      |                                     |                      |                       |   |             | 
|Consulting
      fees financed through note payable                          |                                                         |           |                      | $                                   | 30,000               |                       | $ | 30,000      | 
|Consulting
      fee paid in exchange for Series A                           |                                                         |           |                      |                                     |                      |                       |   |             | 
|Preferred
      Stock issuance                                               |                                                         |           |                      | $                                   | 1,000                |                       | $ | 1,000       | 
|Conversion
      of debentures and related interest to common stock          | $                                                       | 62,186    |                      | $                                   | 160                  |                       | $ | 62,346      | 
|Consulting
      fees exchanged for shares of common stock                   | $                                                       | 183,060   |                      |                                     |                      |                       | $ | 183,060     | 
|Purchase of property and equipment                                           | $                                                       | 40,500    |                      |                                     |                      |                       | $ | 40,500      | 



The
accompanying notes and independent auditor's report

should
be read in conjunction with the financial statements



F-7

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SHELRON GROUP INC. AND SUBSIDIARIES



(f/k/a TTTTICKETS HOLDING CORP. AND SUBSIDIARIES

> (a development stage company) NOTES TO
> CONSOLIDATED  FINANCIAL STATEMENTS

December 31, 2002

|1.
      BUSINESS
      ORGANIZATION, PRINCIPAL BUSINESSACTIVITY AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | B-Park Communications LLC was formed on August 21, 2001. On October 26, 2001, B-Park Communications LLC changed its na me to B-Park Communications Inc. ("B-Park") and was incorporated in the State of Delaware. B-Park was formed for the sole purpose of acquiring the controlling interest in TTTTickets Holding Corp., ("TTTTickets"). TTTTickets was incorporated under the laws of the State of Massachusetts on June 6, 1987 as Professional Brushes, Inc.
On November 9, 2001, B-Park, pursuant to a Stock Purchase Agreement, acquired 9,000,000 shares of common stock of TTTTickets from the controlling shareholder for $20,000 which is included in other operating expenses
for the period ended December 31, 2001 on the accompanying consolidated statement of operations.  TTTTickets formed a wholly-owned subsidiary, TTTTickets Acquisition Corp., a Delaware corporation ("Acquisition Corp."). Subsequently, pursuant to an Agreement of Merger dated November 9, 2001 (the "Merger Agreement"), B-Park was merged into Acquisition Corp. and Acquisition Corp. became the surviving corporation. The transaction was effected by the stockholders of B-Park exchanging all of the outstanding shares of B-Park for 9,000,000 shares of common stock of TTTTickets. Simultaneously with the closing of the Merger Agreement, the sole director of TTTTickets resigned and the director of B-Park was appointed the sole member of the board of directors of 
TTTTickets. The Stock Purchase agreement and subsequent Merger Agreement effected a change in control.
Since TTTTickets was essentially a shell corporation and since the shareholder
of B-Park became a controlling shareholder and the sole director (the
"Director"), these transactions were accounted for as a capital
transaction accompanied by a recapitalization.  The accounting was similar to a
"reverse acquisition," except that no goodwill was recorded, with
B-Park being  the accounting acquiror for financial statement purposes. Accordingly, the financial statements include the historical results of operations of B-Park for the period from its inception to December 31, 2001, and for TTTTickets subsequent to the November 9, 2001 transaction date.
In September 2002, TTTTickets changed its name to Shelron Group Inc. ("Shelron").  The Company changed its name due to the fact that it no longer operated in the business of creating a secondary marketplace for individuals to buy and sell event tickets on the Internet, to which the Company's former name was strongly associated.
The accompanying consolidated financial statements include the accounts of Shelron and its wholly owned subsidiaries
(the "Company").  All significant intercompany transactions have been eliminated. The Company is controlled by Hull Services, Inc. ("Hull"),
a company owned by the Director (see Note 6).
The Company is a technology company developing enterprise application integration products which integrate independent business software applications to unify a variety of enterprise information and services. At December 31, 2002, substantially all of the Company's assets are located in Israel and substantially all of its operations are conducted in
Israel.
The accompanying consolidated financial statements have been prepared assuming the Company will continue as a going concern.  As shown in the accompanying consolidated financial statements, the Company has incurred losses of
$691,262 and $754,941 for the year ended December 31, 2002 and for
|---------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



F-8

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SHELRON GROUP INC. AND SUBSIDIARIES



(f/k/a TTTTICKETS HOLDING CORP. AND SUBSIDIARIES

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2002

| | the period August 21, 2001 (date of inception) through December 31, 2001, respectively, and has a stockholders' deficiency and negative working capital at December 31, 2002 which raises substantial doubt about the Company's ability to continue as a going concern. Management of the Company has stated that the Company intends to raise funds through the issuance of additional debentures.
The Company maintains cash in bank accounts which may, at times, exceed federally insured limits.  The Company has not experienced any loss on these accounts.
Accounts receivable are reported at their outstanding unpaid principal balances reduced by an allowance for doubtful accounts. The Company estimates doubtful accounts based on historical bad debts, factors related to specific customers' ability to pay, and current economic trends. The Company writes off accounts receivable against the allowance when a balance is determined to be uncollectible.
Costs in the amount of $15,000 incurred in connection with obtaining the borrowings described in Note
5  have been deferred and are being amortized, over the term of the related borrowing, by the straight-line method. Accumulated amortization at December 31, 2002 and 2001 is approximately $8,875 and $1,400, respectively.
The balance will be be amortized during the year ending December 31, 2003.
Depreciation of property and equipment is provided for by the straight-line method over the estimated useful lives of the related assets.
Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of the asset may not be recoverable.
The Company recognizes income when products have been shipped or services have been performed.
Income taxes are accounted for under the liability method. Under this method, deferred tax assets and liabilities are recorded based on the temporary differences between the financial statement and the tax bases of assets and liabilities and for operating loss carryforwards measured using the enacted tax rates in effect for the year in which the differences are expected to reverse. The Company periodically evaluates the realizability of its net deferred tax assets and records a valuation allowance if, based on the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.

Basic earnings (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-9

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SHELRON GROUP INC. AND SUBSIDIARIES



(f/k/a TTTTICKETS HOLDING CORP. AND SUBSIDIARIES

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2002

|                                       | period. Diluted earnings per share gives effect to dilutive options, warrants and other potential common stock outstanding during the period. Potential common stock has not been included in the computation of diluted loss per share, as the effect would be
antidilutive.
The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires the use of estimates by management.  Actual results could differ from those estimates.
The Company elected to measure compensation cost using Accounting Principles Board ("APB") Opinion No. 25 as is permitted by SFAS No. 123,Accounting for Stock -Based Compensation, and has elected to comply with other provisions and the disclosure-only requirements of SFAS No. 123.
Management does not believe that any
recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.
Property and equipment, at cost, at December 31,
2002 consists of:


      Property and equipment of $40,500 was acquired from Hull. 
This amount is due in July 2003. At December 31, 2002, this amount is included in the accrued expenses in the accompanying consolidated balance sheet.
      
Accrued expenses consist of the following:
|-------------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                      
|                                      
|2.
      PROPERTY
      AND EQUIPMENT:
|3. ACCRUED EXPENSES:                  
|                                      
|                                      

F-10

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SHELRON GROUP INC. AND SUBSIDIARIES



(f/k/a TTTTICKETS HOLDING CORP. AND SUBSIDIARIES

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2002

|4. NOTE PAYABLE:









      5.
      DEBENTURE PAYABLE: | The note payable is due to Halter Financial Group, Inc. ("Halter"), a stockholder of the Company, and was due May 9, 2002. Interest accrued at a rate of 6-1/2% per annum
through the due date of the note.  Interest currently accrues at a rate of 18% from the date of default of payment.
Interest is due upon the payment of the principal balance.
      Due to the short-term nature of the note
payable and borrowing rates currently available to the company, the fair value of the note is not materially different from its carrying
value, and borrowing rates currently available ti the company.
Included in consulting fees on the accompanying consolidated statement of operations is $350,000 relating to Halter for the period from August 21, 2001 (date of inception) to December 31, 2001.
On October 24, 2001, B-Park issued Series A Senior Subordinated Convertible Redeemable Debentures (the "Debentures") to RCG, LLC, RIM CG, LLC and RIM Capital Holdings LLC (together, the "holders") in the aggregate face amount of $500,000 at 90% of their face amount, or $450,000 in cash. These Debentures were assigned to Shelron Group Inc. upon the merger described in Note 1. The debentures are due on October 24, 2003 and bear interest at a rate of 8% per annum.  Each holder of the Debentures is entitled, at any time, to convert all or any amount over $5,000 of the principal face amount of the Debentures then outstanding to common stock of the Company at a conversion price for each share equal to 70% of the lowest closing bid price of the common stock as reported on the exchange over which the Company reports.  The beneficial conversion feature of this issuance, amounting to $214,285, has been recorded as a discount on the Debentures, with a corresponding increase to additional paid-in capital. This discount, as well as the $50,000 discount upon issuance,
is being amortized to interest expense over the term of the debt.
At any time after 90 days after the initial issuance of the Debentures, the Company has the option redeem the Debentures prior to maturity at 130% of the principal amount, in full, to the extent that the Debentures have not been converted.
Under a Stock Pledge and Security Agreement, the Debenture holders have been issued 9,000,000 of shares of the Company, which are being held in escrow as security for the Debenture (the "Security Shares").  The Security Shares are presented as issued but not outstanding at December 31, 2002 and 2001, and have not been included in weighted shares outstanding for the computation of net loss per common share. In addition, the Company has placed into escrow 9,000,000 shares of its common stock owned by certain stockholders, including the principal stockholder of the
Company (the "Insider Shares") and the 1,000,000 shares of Series A Preferred Stock described in Note 6 below.
      On
      March 12, 2002, the Company issued an additional debenture in the
      aggregate face amount of $25, 000 at 90% of its face amount, or $22,500
      in cash. The beneficial conversion feature of this issuance, amounting to
      $10,714, has been recorded as a discount on the debenture with a
      corresponding increase to additional paid-in capital. This discount, as
      well as the $2,500 discount upon issuance, is being amortized to interest
      expense over the term of the debt.
|----------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-11



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SHELRON GROUP INC. AND SUBSIDIARIES



(f/k/a TTTTICKETS HOLDING CORP. AND SUBSIDIARIES

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2002

|6.
      PREFERRED STOCK:
      
      
      
      
      
      
      
      
      
7. COMMON STOCK






8. COMMITTMENT: | As of December 31, 2002 and 2001, the holders of the Debentures had converted $62,186 and $160 of the Debentures interest into 7,933,010 and 1,600,000 common shares, respectively.  This resulted in an additional beneficial conversion of 
$235,715 which was charged to interest expense during the period ended  December 31,
2001.
The Debentures are subject to certain events of default under which the Debentures would become immediately due and payable and under which the holders of the Debentures would have the right to take possession and ownership of the Security Shares, the Insider Shares and the Series A Preferred Shares. One event of default is if the Company shall fail to repay at least 50% of the face amount of the Debentures or the holders are unable to convert the principal amount of the Debentures equal to 50%, within seven months from the date of their issuance. The Company
did not have the funds to repay the 50% of the Debentures by this date and is in
default.  Accordingly, the Debentures are presented as current liabilities on the accompanying consolidated balance sheet.
The fair value of the debentures cannot be determined.
On November 8, 2001, the Company filed a Certificate of Designation with the State of Delaware to provide for the issuance of one series of Preferred Stock (the "Series A Preferred Stock") consisting of 1,000,000 shares.  All of these shares were issued to Hull. The holder of Series A Preferred Stock is entitled to an aggregate of votes representing 52% of the total shares entitled to vote by all holders of the then outstanding shares of common stock and Series A Preferred Stock combined. The holder of the Series A Preferred Stock is entitled to vote along with the holders of Common Stock as one class on all matters for which the stockholders of the Company shall vote.
Each share of the Series A Preferred Stock shall be convertible at the option of Hull into a share of common stock fifteen to thirty days after a demand notice by Hull. In addition, if all or substantially all of the Company's assets or outstanding shares of the Company are sold, the shares of Series A Preferred Stock automatically convert to common stock.
At a meeting of the sole director of the Company in January 2002, the sole director adopted a resolution to amend the Certificate of Incorporation  to increase the number of authorized shares from 40,000,000 to 500,000,000.
On December 19, 2002 the Company issued 16,546,296 shares of common stock to investors at
$.0,014 per share.
On December 19, 2002, the Company issued 23,000,000 shares of common stock to investors at $.0006 per share.
The Company leases office space under a noncancelable operating lease expiring in October
2003.  Rent expense under this lease amounted to $12,000 and
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F-12

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SHELRON GROUP INC. AND SUBSIDIARIES



(f/k/a TTTTICKETS HOLDING CORP. AND SUBSIDIARIES

(a development stage company)

NOTES TO FINANCIAL STATEMENTS

December 31, 2002

|9. INCOME TAXES:
      
      
      
      
      
      
      
      10.
      SUBSEQUENT EVENTS: | $4,000 for the year ended December 31, 2002 and for the period August 21, 2001 (date of inception) through December 31,
2001, respectively. The Company's commitment under the lease for the year ending
December 31, 2003 is $10,000. The rent has been paid by the Director.  At
December 31, 2002, the aggregate amount of $16,000 is included in due to
stockholder in the accompanying consolidated balance sheet.
      The provision for income taxes for the year ended December 31, 2002 and for the period August 21, 2001 (date of inception) through December 31,
      2001 differs from the amount computed using the federal statutory rate of 34% as a result of the following:
      
      The Company has a net operating loss carryforward of approximately
$1,039,000            available to offset future taxable income through
2022. The Company expects to file consolidated income tax returns.
      
On March 13, 2003, the Company issued
16,000,000 shares of common stock to a consultant in connection with a technical
and marketing consulting agreement.
On March 13, 2003, the Company issued 100,000 shares of common stock to a consultant in exchange for services rendered.
On May 9, 2003, the holders of the Debentures converted
$ 30,408 of their debentures into 23,300,409 shares of common stock.
|---------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-13

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

On December 13, 2001, the Company's independent auditor, S. W. Hatfield, CPA ("Hatfield") of Dallas, Texas, notified the Company of its decision to decline reappointment as the Company's independent auditor.

During the Company's two (2) most recent fiscal years and any subsequent interim period preceding the dismissal, the Company had no disagreements with Hatfield on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.

No accountant's report on the financial statements for either of the past two (2) years contained an adverse opinion or a disclaimer of opinion or was qualified or modified as to uncertainty, audit scope or accounting principles, except for the following going concern qualification: "The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note
1 to the financial statements, the Company has no viable operations or significant assets and is dependent upon significant shareholders to provide sufficient working capital to maintain the integrity of the corporate entity. These circumstances create substantial doubt about the Company's ability to continue as a going concern and are discussed in Note
1. The financial statements do not contain any adjustments that might result from the outcome of these uncertainties."

PART III

ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; 
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.

The following table sets forth information concerning our sole director and executive officers:



NameAgePositionEliron Yaron34President and Director




Eliron Yaron has been  the chairman of the board of directors  of the Company and a director since Nov  2001. Previously, he held the following positions:

|2001 - 1996 | CEO and Founder of Shelron Internet Ltd,  a web project oriented company and
|----------- | ----------------------------------------------------------------------------
|2001 - 1997 | Cofounder of Autonet Ltd.                                                   
|1995 - 1996 | Founder of a private company that built web sites                           
|1993 - 1995 | Salesman and Marketing manager of a computer hardware wholesaler            
|1990  1993 | founder of a company that marketed educational technology systems.          

He served on the boards of Internet in the US and
Israel advises venture capital funds and investment companies on IT and Internet related investments and marketing.

11

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SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Meetings and Committees of the Board of Directors

Our Board of Directors conducts its business through meetings of the Board and through activities of its committees. During the fiscal year ended December 31, 2002, the Board of Directors held 20 regular meetings.  No director attended fewer than 100% of the total meetings of the Board either in person or via teleconference during 2002. The Board does not have an audit, option or nominating committee.

Limitations of Liability and Indemnification of Directors and Officers

Our bylaws limit the liability of directors and officers to the maximum extent permitted by Nevada law. We will indemnify any person who was or is a party, or is threatened to be made a party to, an action, suit or proceeding, whether civil, criminal, administrative or investigative, if that person is or was a director, officer, employee or agent of ours or serves or served any other enterprise at our request.

We have been advised that it is the position of the commission that insofar as the indemnification provisions referenced above may be invoked to disclaim liability for damages arising under the Securities Act, these provisions are against public policy as expressed in the Securities Act and are, therefore, unenforceable.

Compliance with Section 16(a) of the Exchange Act

Section 16(a) of the Exchange Act requires the Company's executive officers, directors and persons who beneficially own more than 10% of a registered class of the Company's equity securities to file with the Commission initial reports of ownership and reports of changes in ownership of Common Stock and other equity securities of the Company. Such persons are required by Commission
regulations to furnish the Company with copies of all Section 16(a) forms they filed. Based solely upon a review of (i) Forms 3 and 4 and amendments thereto furnished to the Company pursuant to Rule 16a-3(e), promulgated under the Securities Exchange Act of 1934 (the "Exchange Act"), during the Company's fiscal year ended December 31, 2002, and (ii) Forms 5 and amendments thereto and/or written representations furnished to us by any director, officer or ten percent security holder of the Company (collectively "Reporting Persons") stating that he or she was not required to file a Form 5 during the Company's fiscal year ended December 31, 2002, it has been determined all officers, directors and persons who beneficially own more than 10% of a registered class of the Companys equity securities have met their reporting obligations set forth in Section 16(a) of the Exchange Act.

ITEM 10. EXECUTIVE COMPENSATION.

The Summary Compensation Table below sets forth compensation paid by the Company for the fiscal year ended December 31, 2001 and 2002 for services in all capacities for its Chairman.



No
other principal executive officer received a total annual salary and bonus which exceeded $100,000.

SUMMARY COMPENSATION TABLE



|Name and Principal    | Year | Annual       | Other Annual | Awards Options
|--------------------- | ---- | ------------ | ------------ | --------------
|Position              |      | Compensation | Compensation |               
|Eliron Yaron,         | 2001 | $ 1,000      | --           | --            
|Chairman and Director | 2002 | $91,230      | --           | --            

We have an employment agreement with Mr. Yaron dated April 2002 that provides for a weekly salary of $3,000. It expires on April 2005 and may be terminated with 170 days
notice.



12

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ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 31,
2003, certain information as to the stock ownership of each person known by the Company to own beneficially 5% or more of the Company's outstanding Common Stock, by each director and officer of the Company who owns shares of Common Stock or Series A Preferred Stock, and by all officers and directors as a group. This table includes the shares of Series A Preferred Stock, which have the right in the aggregate to cast 52% of the total votes which may be cast by the holders of all the outstanding (i) shares of Common Stock and (ii) Series A Preferred Stock.



|Name and Address of 
Beneficial Owner (1)
---------------------------- | Number of
Shares of
Common Stock
Owned(2)
-------- | Number of Shares of 
Series A Preferred 
Owned
---------- | Percentage of 
Voting Rights
-------------
|---------------------------------------------------------------------- | -------------------------------------------------- | --------------------------------------------------------- | ------------------------------------------
|Eliron Yaron(3)                                                        | 7,925,000                                          | 1,000,000                                                 | 85%                                       
|Hull services, Inc. (2)                                                | 7,925,000                                          | 1,000,000                                                 | 85%                                       
|All officers and directors
as a group (1 person) (2)                   | 7,925,000                                          | 1,000,000                                                 | 85%                                       

(1) The address for Mr. Yaron and Hull Services is 7 Tfuzot Israel, Givataim, Israel 53583.

(2) Except as otherwise indicated, all shares are beneficially owned and sole voting and investment power is held by the persons named.

(3) Eliron Yaron is deemed a beneficial owner of 7,925,000 shares of Common Stock and 1,000,000 shares of Series A Preferred Stock owned by Hull Services, Inc. as the sole stockholder of Hull Services, Inc.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

None.



ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K.

(a) Exhibits



|Exhibit Number
----------------------- | Description
------------------             
|-------------------------------------- | -------------------------------------------
|*
3.1                                  | Certificate of Incorporation of the Company
|*
3.2                                  | Bylaws of the Company                      
|**      
    4.1                       | Certificate of Designation of the Company  
|**
10.1                                | Stock Purchase Agreement                   
|**   
    10.2                         | Debentures dated October 31, 2001          
|***
16.1                               | Letter on Change in Certifying Accountant  

* This exhibit has been incorporated by reference from the Registration Statement on Form 10-SB12G, filed on October 11, 2000.

** This exhibit has been incorporated by reference from the Current Report on Form 8-K, filed on November 9, 2001.

*** This exhibit has been incorporated by reference from the Current Report on Form 8-K, filed on January 11, 2002.

13

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(b) REPORTS ON FORM 8-K

On November 16, 2001, the Company filed a report on Form 8-K announcing a change in control of the Company.



Item 14. Controls and Procedures

As of a date (the "Evaluation Date") within the 90-day period prior to the filing of this report, we carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined by Rule 15d-14(c) of the Securities Exchange Act of 1934) under the supervision and with the participation of our chief executive officer and chief financial officer. Based on and as of the date of such evaluation, the aforementioned officer has concluded that our disclosure controls and procedures were effective.

We also maintain a system of internal accounting controls that is designed to provide assurance that our assets are safeguarded and that transactions are executed in accordance with management's authorization and properly recorded. This system is continually reviewed and is augmented by written policies and procedures, the careful selection and training of qualified personnel and an internal audit program to monitor its effectiveness. Since the Evaluation Date, there have been no significant changes to this system of internal controls or in other factors that could significantly affect those controls.

14

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.

SHELRON GROUP, INC.



Dated: May
22, 2003                                                                                
     
By: /s/ Eliron Yaron

----------------------                                                                                                                               
Eliron Yaron

President

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following person on behalf of the Company and in the capacities and on the date indicated.



SignatureCapacityDate/s/ Eliron Yaron
------------------
Eliron YaronPresident and DirectorMay
    22, 2003




15

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CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO SECTION 302(a) OF THE SARBANES-OXLEY ACT OF 2002

I, Eliron Yaron, President, Chief Executive and Financial Officer and Secretary, Shelron Group Inc. certify that:

1.

I have reviewed this annual report on Form 10-KSB of Shelron Group Inc..;

2.

Based on my knowledge, this annual report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this annual report;

3.

Based on my knowledge, the financial statements, and other financial information included in this annual report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this annual report;

4.

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and have:

a)

designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which the periodic reports are being prepared;

b)

evaluated the effectiveness of the registrant's disclosure controls and procedures as of a date within 90 days prior to the filing date of this annual report (the "Evaluation Date"); and

c)

presented in this annual report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5.

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):

a)

all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant's ability to record, process, summarize and report financial data and have identified for the registrant's auditors any material weaknesses in internal controls; and

b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls; and

6.

The registrant's other certifying officers and I have indicated in this annual report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

/s/
Date: May 22, 2003

By:/s/ Eliron Yaron
      ---------------------
        Eliron Yaron,
       Chief Executive
       and Financial
       Officer

16