**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-KSB/A**




Mark
      One:





**x
      ANNUAL REPORT PURSUANT
      TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** FOR
      THE
      FISCAL YEAR ENDED DECEMBER 31, 2007





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**




**Commission
      file number 0-31176**





**SHELRON
      GROUP INC.**





**Delaware**
            
            **04-2968425**(State
                or Other Jurisdiction of
            
            (I.R.S.
                EmployerIncorporation
                or Organization)
            
            Identification
                No.)29
                Broadway, New York, New York
            
            **10006**(Address
                of principal executive offices)
            
            (Zip
                Code)





**212-836-4041**





(Issuer's
      Telephone Number, Including Area Code)





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





(Former
        address of principal executive offices)


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





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


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





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





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
o





Check
      if
      there is no disclosure of delinquent filers in response to Item 405 of
      Regulation S-B contained in this form, and no disclosure will be contained,
      to
      the best of registrant's knowledge, in definitive proxy or information
      statements incorporated by reference in Part III of this Form 10-KSB or any
      amendment to this Form 10-KSB **.**x





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


Yes
o
      No x





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





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





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





Transitional
      Small Business Disclosure Format:  Yes
o
      No x








**Explanatory
      Note**




Shelron
      Group, Inc. which may be referred to herein as we, us or the Company, is filing
      this Amendment No. 1 to its Annual Report on Form 10-KSB/A for the fiscal year
      ended December 31, 2007 to replace the Item 8A disclosure with Item 8A(T).
      In
      addition, in connection with the filing of this Form 10-KSB/A and pursuant
      to
      Rule 12b-15 under the Securities Exchange Act of 1934 (Exchange Act), we are
      including revised and currently-dated certifications. The remainder of the
      Company’s Annual Report on Form 10-KSB for the fiscal year ended December 31,
      2007 filed with the Securities and Exchange Commission (SEC) on March 31, 2008
      remains unchanged.




**PART
      II**




**ITEM
      8A(T).**  **CONTROLS
      AND PROCEDURES.**




***Conclusions
      regarding disclosure controls and procedures*** .
      We
      carried out an evaluation required by Rule 13a-15(b) of the Securities Exchange
      Act of 1934 under the supervision and with the participation of our Chief
      Executive Officer and Chief Financial Officer (one individual) of the
      effectiveness of the design and operation of our “disclosure controls and
      procedures” as of the end of the period covered by this Report.





Disclosure
      controls and procedures are designed with the objective of ensuring that (i)
      information required to be disclosed in an issuer’s reports filed under the
      Securities Exchange Act of 1934 is recorded, processed, summarized and reported
      within the time periods specified in the SEC rules and forms and (ii)
      information is accumulated and communicated to management, including our Chief
      Executive Officer, as appropriate to allow timely decisions regarding required
      disclosures.





The
      evaluation of our disclosure controls and procedures included a review of our
      objectives and processes and effect on the information generated for use in
      this
      Report. This type of evaluation will be done quarterly so that the conclusions
      concerning the effectiveness of these controls can be reported in our periodic
      reports filed with the SEC. We intend to maintain these controls as processes
      that may be appropriately modified as circumstances warrant.





Based
      on
      their evaluation, our Chief Executive Officer has concluded that our disclosure
      controls and procedures are effective in timely alerting him to material
      information relating to the Company required to be included in our periodic
      reports filed with the SEC as of the end of the period covered by this Report.
      There were no changes in our internal control over financial reporting that
      occurred during our last fiscal quarter that have materially affected, or are
      reasonably likely to materially affect, our internal control over financial
      reporting. However, a control system, no matter how well conceived and operated,
      can provide only reasonable, not absolute, assurance that the objectives of
      the
      control system are met. Management necessarily applied its judgment in assessing
      the benefits of controls relative to their costs. Because of the inherent
      limitations in all control systems, no evaluation of controls can provide
      absolute assurance that all control issues and instances of fraud, if any,
      within the company have been detected. The design of any system of controls
      is
      based in part upon certain assumptions about the likelihood of future events,
      and there can be no assurance that any design will succeed in achieving its
      stated goals under all potential future conditions, regardless of how remote.
      Because of the inherent limitations in a control system, misstatements due
      to
      error or fraud may occur and may not be detected.









Internal
      Controls





Management’s
      Report on Internal Control Over Financial Reporting





Our
      management is responsible for establishing and maintaining adequate internal
      control over financial reporting, as such term is defined in Exchange Act Rule
      13a-15(f). Under the supervision and with the participation of our management,
      consisting of one person who serves as our Chief Executive Officer and Chief
      Financial Officer, we conducted an evaluation of the effectiveness of our
      internal control over financial reporting as of December 31, 2007 based on
      the
      criteria set forth in Internal Control - Integrated Framework issued by the
      Committee of Sponsoring Organizations of the Treadway Commission. Based on
      our
      evaluation under that criteria, our management concluded that our internal
      control over financial reporting was effective as of December 31,
      2007.





This
      Annual Report does not include an attestation report of our independent
      registered public accounting firm regarding internal control over financial
      reporting. We were not required to have, nor have we engaged our independent
      registered public accounting firm to perform, an audit on our internal control
      over financial reporting pursuant to the rules of the Securities and Exchange
      Commission that permit us to provide only management’s report in this Annual
      Report.





Changes
      in Internal Control Over Financial Reporting





There
      were no changes in our internal control over financial reporting during the
      fourth quarter of 2007 that have materially affected, or are reasonably likely
      to material affect, our internal control over financial reporting.










**SIGNATURES**





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





Signature
            
            Capacity
            
            Date/s/
                Eliron Yaron
            
            Chief
                Executive Officer, President and
            
            August
                21, 2008Eliron
                Yaron
            
            Principal
                Financial Accounting Officer