SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KSB

            [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                              04-2968425
        ----------------------------           ----------------------------
      (State or Other Jurisdiction of                (I.R.S. Employer
       Incorporation or Organization)               Identification No.)

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


                                  516-620-6794
                (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, 2003:
$26,500.

The aggregate market value as at March 31, 2004 of the Common Stock of the
issuer held by non-affiliates was approximately $7,660,182, calculated on the
basis of 247,102,664 non-affiliated shares and the closing price of such stock
on the on that date of $.031.

The number of shares outstanding of the issuer's Common Stock as at December 31,
2003 was 178,527,664.

<PAGE>

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 [_] No [_]

                       DOCUMENTS INCORPORATED BY REFERENCE


                                None.

   Transitional Small Business Disclosure Format: Yes [_]  No [X]

<PAGE>

TABLE OF CONTENTS
                        Page

GENERAL NOTE

PART I
Item 1.  Description of Business......................................6
Item 2.  Description of Properties....................................11
Item 3.  Legal Proceedings............................................11
Item 4.  Submission of Matters to a Vote of Security Holders..........11

PART II
Item 5.  Market for Common Equity and Related Stockholder Matters.....11
Item 6.  Plan of Operations...........................................12
Item 7.  Financial Statements.........................................F-1
Item 8.  Changes in and Disagreements with Accountants
          on Accounting and Financial Disclosure......................13
Item 8A.  Controls and Procedures.....................................13

PART III
Item 9.  Directors, Executive Officers, Promoters and Control
         Persons of the Company, Compliance with Section 16(a)
          of the Exchange Act.........................................14
Item 10. Executive Compensation.......................................16
Item 11. Security Ownership of Certain Beneficial Owners
          and Management..............................................
Item 12. Certain Relationships And Related Transactions...............16
Item 13. Exhibits, Lists, and Reports on Form 8-K.....................17
Item 14. Principal Accountant and Fees................................17

                                       3
<PAGE>

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:

-     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.

                                       4
<PAGE>

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.

                                       5
<PAGE>

                                     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 and 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.

                                       6
<PAGE>

                             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
("ShelBase EAI"), comprises pre-built modules that include connectivity to
legacy and packaged applications, process integration, semantic information
tools, and business objects.

We are developing Enterprise Application Integration ("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.

OVERVIEW OF 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 the cost-effectiveness of utilizing EAI solutions
and the current global economic slowdown combined with globalization (mergers,
acquisitions, strategic partnerships, e-commerce) will 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.

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 intend to
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.

                                       7
<PAGE>

                          OUR EAI PRODUCTS AND SERVICES

In 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. Our 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. In March 2003, the Company announced the launch of
ShelBase(TM) 2.0, the first advanced, broad-based business intelligence (BI)
solution for medium to large-sized corporations. We believe ShelBase(TM) 2.0
represents a breakthrough in the BI market, by providing natural intelligence
capabilities and reducing implementation time by 80%. We intend to do a full
distribution of our product line in 2004.

ShelBase(TM) 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. We believe that 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.

Our ShelBase(TM) 2.0 product takes an innovative approach to tackling BI
solutions in a relatively fast and cost-effective manner. ShelBase(TM) 2.0
offers rapid implementation of scalable BI 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 ShelBase(TM) 2.0 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.

ShelBase(TM) 2.0 would allow companies to quickly transform data into
information, because ShelBase(TM) 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. ShelBase(TM) 2.0 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.

ShelBase(TM) 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.

ShelBase(TM) 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 we believe it significantly eases the
entry point for any organization implementing a BI system. The fact that
ShelBase(TM) 2.0 can be customized gives greater integration opportunities for
enterprises.

                            DISTRIBUTION OF PRODUCTS

MARKETING STRATEGY

We are able to market ShelBase EAI product to small/medium size users using
direct channels. We will have to market our ShelBase EAI product to large
enterprises through strategic partners such as system integrators or value added
resellers ("VARs"). These distributors generally already have a relationship
with large enterprises and our ShelBase EAI product would be included as part of
an overall suite of solutions. The following lists the various approaches to
marketing and distributing our ShelBase EAI product:

-     ShelBase Enterprise will be distributed through VARs and system
      integrators;

-     ShelBase MCS will be distributed through VARs, system integrators and
      direct channels; and

-     ShelBase Web has three versions, the distribution channels will be:

      o     ShelBase Web Lit will be distributed directly (website, exhibitions
            etc);

      o     ShelBase Web Seats will be distributed through VARs and system
            integrators; and

                                       8
<PAGE>

      o     ShelBase Web App will be distributed directly.

                                   TRADEMARKS

We do not have any registered trademarks.

                       GOVERNMENT APPROVAL AND REGULATIONS

There are no material government approvals required for our products or
services, and we do not expect any existing or future 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 retain outside
consultants who provide contract development, marketing and public relations
services.

                                       9
<PAGE>

                                  RISK FACTORS

OUR LIMITED OPERATING HISTORY MAKES EVALUATING OUR BUSINESS DIFFICULT;
EXPLANATORY PARAGRAPH IN INDEPENDENT AUDITOR'S REPORT

The Company had limited sales of products in 2002 and 2003. 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 ACCEPTANCE 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, 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.

                                       10
<PAGE>

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.

ITEM 2.  DESCRIPTION OF PROPERTY

We lease our offices at 7 Tfuzot Israel, Givataim, Israel 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. These offices are primarily used for
research and development. We believe that our offices are adequate for our
current operations.

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.

Our common stock has been listed on the OTC Bulletin Board under the symbol
"SHRN" since 2002. The following table sets forth the high and low bid
information for the Company's Common Stock for each quarterly period through
December 31, 2002 and 2003, the first quarter of fiscal year ended December 31,
2004, and the partial period from April 1 through May 17, 2004, 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 2002
               First Quarter...................     $0.350   $0.120
               Second Quarter..................     $0.014   $0.002
               Third Quarter...................     $0.0075  $0.0008
               Fourth Quarter..................     $0.011   $0.0008

            Calendar Year 2003
               First Quarter...................     $0.018   $0.007
               Second Quarter..................     $0.026   $0.005
               Third Quarter...................     $0.750   $0.009
               Fourth Quarter..................     $0.500   $0.062

            Calendar Year 2004
               First Quarter...................     $0.045   $0.009
               April 1, through May 17.........     $0.046   $0.025


                                       11
<PAGE>

HOLDERS

At the date of this filing, there are approximately 339 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 declared a dividend distribution in August 2003
of 10,158,926 shares of its common stock.

ITEM 6.  PLAN OF OPERATIONS

As of the fiscal year ended December 31, 2003, we had generated $26,500 in
revenues. The revenues were generated through the exchange of certain of our
ShelBase 2000 products for cancellation of indebtedness in the amount of
$26,500. We will not generate any meaningful revenue until we fully develop our
products and expand our marketing efforts. During the year ended December 31,
2003 we incurred a net loss of $413,876. 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, 2003, we had a cash balance of $12,743. As of December 31,
2002, we had a cash balance of approximately $7,196. 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 $500,000 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, May 2003
and August 2003, additional payments were made under the Debentures by the
Debenture holders in the principal amount of $25,000, $14,500 and $25,000,
respectively. The Debentures were due and payable on October 24, 2003 at which
time the principal balance due was $334,000. The Debentures were not paid upon
their due date. In November 2003, we agreed with the Debenture holders to assign
the Debentures to a third party. In connection with such assignment, we entered
into a new Stock Pledge and Security Agreement with the Debenture holders as
security for the performance of the third party under the assignment agreement
and related note, and agreed to deliver to the Debenture holders an aggregate of
18,000,000 shares of our common stock and 1,000,000 shares of our preferred
stock.

To date, we have maintained our operations as currently conducted by such
proceeds and other cash resources, 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.


                                       12
<PAGE>

ITEM 7. FINANCIAL STATEMENTS

SHELRON GROUP INC. AND SUBSIDIARIES
(a development stage company)

CONSOLIDATED FINANCIAL STATEMENTS

DECEMBER 31, 2003

<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------


Independent Auditor's Report                                          F-2

Consolidated Financial Statements:
   Balance Sheet                                                      F-3
   Statement of Operations                                            F-4
   Statement of Stockholders' Deficiency                              F-5
   Statement of Cash Flows                                            F-6
   Notes to Consolidated Financial Statements                      F-7 - F-13

<PAGE>

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 (a development  stage company) as of December 31, 2003 and
2002,  and the related  consolidated  statements  of  operations,  stockholders'
deficiency,  and cash flows for the years ended  December  31, 2003 and 2002 and
for the period from August 21, 2001 (date of  inception)  through  December  31,
2003.  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  as of  December  31,  2003 and 2002  and the  results  of its
operations and its cash flows for the years ended December 31, 2003 and 2002 and
for the period from August 21, 2001 (date of  inception)  through  December  31,
2003, in conformity with accounting  principles generally accepted in the United
States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the Company  will  continue as a going  concern.  As discussed in Note 1 of
notes to consolidated  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.

/s/ GOLDSTEIN GOLUB KESSLER LLP
------------------------------------
GOLDSTEIN GOLUB KESSLER LLP
New York, New York

April 13, 2004

<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                                      CONSOLIDATED BALANCE SHEET
================================================================================


<TABLE>
<CAPTION>
December 31,                                                                                        2003               2002
----------------------------------------------------------------------------------------------------------------------------
ASSETS
<S>                                                                                             <C>                 <C>
Current Assets -  cash                                                                          $ 12,743            $ 7,196

Property and Equipment, net of accumulated depreciation of $28,090
 and $12,766, respectively                                                                        17,887             33,211

Deferred Finance Costs                                                                                 -              6,125
Deferred Tax Asset - net of valuation allowance of $498,000 and $345,000, respectively                 -                  -
----------------------------------------------------------------------------------------------------------------------------
Total Assets                                                                                    $ 30,630           $ 46,532
============================================================================================================================

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current Liabilities:
Accrued expenses                                                                               $ 242,679          $ 316,830
Due to shareholder                                                                               251,430             16,000
Subscriptions payable                                                                              6,000              6,000
Note payable                                                                                      65,000             30,000
   Debentures payable                                                                            350,400            381,225
----------------------------------------------------------------------------------------------------------------------------
Total liabilities                                                                                915,509            750,055
----------------------------------------------------------------------------------------------------------------------------

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 178,527,664 and 79,546,296 shares, respectively, and
 outstanding 178,527,664 and 70,546,296 shares, respectively                                     178,527             70,546
Additional paid-in capital                                                                       805,832            671,134
Deficit accumulated during the development stage                                              (1,870,238)        (1,446,203)
----------------------------------------------------------------------------------------------------------------------------
Stockholders' deficiency                                                                        (884,879)          (703,523)
----------------------------------------------------------------------------------------------------------------------------
Total Liabilities and Stockholders' Deficiency                                                  $ 30,630           $ 46,532
============================================================================================================================
</TABLE>


The accompanying notes and independent auditor's report should be read in
conjunction with the consolidated financial statements

                                      F-3
<PAGE>
                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                            CONSOLIDATED STATEMENT OF OPERATIONS
================================================================================

<TABLE>
<CAPTION>
                                                                                                      Period from
                                                                                                  August 21, 2001
                                                        Year ended              Year ended    (date of inception)
                                                       December 31,           December 31,        to December 31,
                                                               2003                   2002                   2003
-----------------------------------------------------------------------------------------------------------------
<S>                                                   <C>                    <C>                    <C>
Revenue                                               $      26,500          $       4,688          $      31,188
-----------------------------------------------------------------------------------------------------------------

Operating expenses:
   Consulting fees                                           81,098                186,279                618,377
   Salaries                                                 156,000                117,000                336,500
   Legal and professional fees                               80,848                139,648                267,496
   General and administrative expense                        19,093                     --                 19,093
   Other                                                      5,225                  3,040                 29,730
   Rent                                                      12,000                 12,000                 28,000
   Amortization of deferred finance costs                     6,125                  7,475                 15,000
   Depreciation                                              15,324                 12,766                 28,090
   Transfer fees                                              7,482                  5,039                 12,521
   Bad debt expense                                              --                  1,260                  1,260
   Interest expense                                          57,181                211,443                535,200
-----------------------------------------------------------------------------------------------------------------
Total operating expenses                                    440,376                695,950              1,891,267
-----------------------------------------------------------------------------------------------------------------
Net loss                                              $    (413,876)         $    (691,262)         $  (1,860,079)
=================================================================================================================
Net loss per common share - basic and diluted         $       (0.00)         $       (0.02)         $       (0.08)
=================================================================================================================
Weighted-average number of shares outstanding           117,911,646             28,430,417             23,571,109
=================================================================================================================
</TABLE>

The accompanying notes and independent auditor's report should be read in
conjunction with the consolidated financial statements

                                      F-4
<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                              CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIENCY

<TABLE>
<CAPTION>
                                                          Preferred Stock                            Common Stock   Additional
                                                      Number of                   Price Per   Number of                Paid-in
                                                         Shares     Amount            Share      Shares      Amount    Capital
---------------------------------------------------------------------------------------------------------------------------------
<S>                                                  <C>       <C>                           <C>        <C>         <C>
Balance at December 31, 2001                         1,000,000 $     1,000               --  20,666,990 $    11,667 $   437,053

Conversion of Debentures to common stock:
   February 22, 2002                                        --          --            0.009   1,648,352       1,648      13,352
   February 25, 2002                                        --          --            0.009   1,111,111       1,111       8,889
   February 27, 2002                                        --          --            0.009   1,647,771       1,648      13,352
   March 21, 2002                                           --          --            0.010   1,428,571       1,429      13,571
   April 25, 2002                                           --          --            0.003   1,831,708       1,831       3,169

Issuance of shares for consulting fees:
   February 5, 2002                                         --          --            0.019   2,250,000       2,250      40,500
   March 11, 2002                                           --          --            0.017   3,750,000       3,750      60,000
   March 26, 2002                                           --          --            0.015   3,000,000       3,000      42,000
   April 9, 2002                                            --          --            0.015   2,000,000       2,000      28,000
   May 15, 2002                                             --          --            0.004     400,000         400       1,160

Beneficial conversion feature in connection
 with issuance of Debentures                                --          --               --          --          --      10,714

Issuance of common stock for cash                           --          --            0.001  39,546,296      39,546      (2,546)

Accrued interest on Debentures paid
 through the issuance of common stock                       --          --            0.001     265,497         266       1,920

Net loss                                                    --          --               --          --          --          --
--------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2002                         1,000,000       1,000                   79,546,296      70,546     671,134

Conversion of Debentures to common stock:
  April 29, 2003                                            --          --           0.0065   8,769,231      32,300      24,700
  May 7, 2003                                               --          --   .0001-  .00273   8,011,178         801      29,907
  May 12, 2003                                              --          --           0.0001   6,520,000         652          --
  July 7, 2003                                              --          --           0.0001   6,990,000         699          --
  Agust 8, 2003                                             --          --   .0001-  .00385  19,230,518      41,881      33,094
  August 12, 2003                                           --          --   .0001-  .00385  17,098,701       1,710       4,870
  December 18, 2003                                         --          --           0.0001   6,000,000       6,000      (5,400)

Issuance of shares for consulting fees:
   March 13, 2003                                           --          --           0.0025  13,000,000      13,000      19,500
   March 13, 2003                                           --          --           0.0025     100,000         100          --

Accrued interest on debentures paid through
 the issuance of common stock                                                .0021 - .00650   2,852,814         428      10,605

Dividend paid through the issuance of common stock          --          --               --  10,158,926      10,159          --

Security transfer fee paid through the issuance
 of common stock                                            --          --          0.00298     250,000         251         494

Beneficial conversion feature in connection
 with issuance of Debentures                                --          --               --          --          --      16,928

Net loss                                                    --          --               --          --          --          --
--------------------------------------------------------------------------------------------------------------------------------
Balance at December 31, 2003                         1,000,000 $     1,000               -- 178,527,664 $   178,527 $   805,832
================================================================================================================================


<CAPTION>

                                                       Accumulated   Stockholders'
                                                           Deficit     Deficiency
---------------------------------------------------------------------------------
<S>                                                   <C>          <C>
Balance at December 31, 2001                          $  (754,941) $  (305,221)

Conversion of Debentures to common stock:
   February 22, 2002                                           --       15,000
   February 25, 2002                                           --       10,000
   February 27, 2002                                           --       15,000
   March 21, 2002                                              --       15,000
   April 25, 2002                                              --        5,000

Issuance of shares for consulting fees:
   February 5, 2002                                            --       42,750
   March 11, 2002                                              --       63,750
   March 26, 2002                                              --       45,000
   April 9, 2002                                               --       30,000
   May 15, 2002                                                --        1,560

Beneficial conversion feature in connection
 with issuance of Debentures                                   --       10,714

Issuance of common stock for cash                              --       37,000

Accrued interest on Debentures paid
 through the issuance of common stock                          --        2,186

Net loss                                                 (691,262)    (691,262)
------------------------------------------------------------------------------
Balance at December 31, 2002                           (1,446,203)    (703,523)

Conversion of Debentures to common stock:
  April 29, 2003                                               --       57,000
  May 7, 2003                                                  --       30,708
  May 12, 2003                                                 --          652
  July 7, 2003                                                 --          699
  Agust 8, 2003                                                --       74,975
  August 12, 2003                                              --        6,580
  December 18, 2003                                            --          600

Issuance of shares for consulting fees:
   March 13, 2003                                              --       32,500
   March 13, 2003                                              --          100

Accrued interest on debentures paid through
 the issuance of common stock                                  --       11,033

Dividend paid through the issuance of common stock        (10,159)          --

Security transfer fee paid through the issuance
 of common stock                                               --          745

Beneficial conversion feature in connection
 with issuance of Debentures                                   --       16,928

Net loss                                                 (413,876)    (413,876)
------------------------------------------------------------------------------
Balance at December 31, 2003                          $(1,870,238) $  (884,879)
==============================================================================
</TABLE>

The accompanying notes and independent auditor's report should be read in
conjunction with the consolidated financial statements

                                      F-5
<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                            CONSOLIDATED STATEMENT OF CASH FLOWS
================================================================================

<TABLE>
<CAPTION>
                                                                                                                    Period from
                                                                                                                   August 21, 2001
                                                                                                                 (date of inception)
                                                                                   Year ended        Year ended           to
                                                                                   December 31,      December 31,     December 31,
                                                                                       2003             2002             2003
-----------------------------------------------------------------------------------------------------------------------------------
Cash flows from operating activities:
<S>                                                                               <C>                <C>                <C>
Net loss                                                                          $  (413,876)       $  (691,262)       $(1,860,079)
Adjustments to reconcile net loss to net cash used in operating activities:
Noncash revenue                                                                       (26,500)                --            (26,500)
Consulting fees financed through note payable                                              --                 --             30,000
Noncash consulting fee                                                                 32,600            183,060            216,660
Noncash expenses                                                                          745                745
Amortization of original issue discount and beneficial conversion feature             117,817            169,189            545,976
Amortization of deferred finance costs                                                  6,125              7,475             15,000
Depreciation                                                                           15,324             12,766             28,090
Changes in operating assets and liabilities:
(Decrease) increase in accrued expenses                                               (63,118)           245,433            215,398
Increase in due to stockholder                                                        235,430             16,000            251,430
-----------------------------------------------------------------------------------------------------------------------------------

Net cash used in operating activities                                                 (95,453)           (57,339)          (583,280)
-----------------------------------------------------------------------------------------------------------------------------------
Cash flows from investing activities:
Purchase of property and equipment                                                         --             (5,477)            (5,477)
Increase in due from stockholder                                                           --              4,000                 --
-----------------------------------------------------------------------------------------------------------------------------------
Net cash used in investing activities                                                      --             (1,477)            (5,477)
-----------------------------------------------------------------------------------------------------------------------------------
Cash flows from financing activities:
Proceeds from issuance of Debentures                                                   39,500             22,500            512,000
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)
Proceeds from note                                                                     61,500                 --             61,500
-----------------------------------------------------------------------------------------------------------------------------------
Net cash provided by financing activities                                             101,000             65,500            601,500
-----------------------------------------------------------------------------------------------------------------------------------
Net increase in cash                                                                    5,547              6,684             12,743
Cash at beginning of period                                                             7,196                512                 --
-----------------------------------------------------------------------------------------------------------------------------------
Cash at end of period                                                             $    12,743        $     7,196        $    12,743
===================================================================================================================================


Supplemental schedule of noncash investing and financing activities:
Consulting fees financed through note payable                                     $        --        $        --        $    30,000
===================================================================================================================================
Consulting fee paid in exchange for Series A Preferred Stock issuance             $        --        $        --        $     1,000
===================================================================================================================================
Conversion of Debentures to common stock                                          $   171,214        $    62,186        $   233,560
===================================================================================================================================
Consulting fees exchanged for shares of common stock                              $    32,600        $   183,060        $   215,660
===================================================================================================================================
Noncash dividend paid                                                             $    10,159        $        --        $    10,159
===================================================================================================================================
</TABLE>

The accompanying notes and independent auditor's report should be read in
conjunction with the consolidated financial statements

                                      F-6
<PAGE>


                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               December 31, 2003
--------------------------------------------------------------------------------


1.       BUSINESS  ORGANIZATION,  PRINCIPAL  BUSINESS  ACTIVITY  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  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 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.
("Acquisition  Corp."),  a Delaware  corporation.  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,  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 consolidated financial statements
include the  historical  results of operations of B-Park for the period from its
inception to December 31, 2002, 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  (collectively,  the "Company").  All
significant  intercompany  transactions  have been  eliminated.  The  Company is
controlled  by Hull  Services,  Inc.  ("Hull"),  a company  owned by an officer,
stockholder and sole director of the Company (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, 2003,
substantially   all  of  the   Company's   assets  are  located  in  Israel  and
substantially all of its operations are conducted in Israel.


                                      F-7
<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               December 31, 2003
--------------------------------------------------------------------------------

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 $413,876,
$691,262 and  $1,860,079  for the for the years ended December 31, 2003 and 2002
and for the period  August 21, 2001 (date of  inception)  through  December  31,
2003,  respectively,  and has a  stockholders'  deficiency and negative  working
capital at December 31, 2003 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 sale of additional shares of
common stock.

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 were deferred and amortized over the term of the
related borrowing by the straight-line method. The amount was fully amortized at
December 31, 2003. Accumulated amortization at December 31, 2002 was $8,875.

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.


                                      F-8
<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               December 31, 2003
--------------------------------------------------------------------------------

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 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  Statement  of  Financial
Accounting Standards ("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. The Company has not issued any employee options.

Management  does  not  believe  that  any  other  recently  issued,  but not yet
effective,  accounting  standards  if  currently  adopted  would have a material
effect on the accompanying consolidated financial statements

2.       PROPERTY AND EQUIPMENT:

Property and equipment, at cost, at December 31, 2003 and 2002 consists of:

<TABLE>
<CAPTION>
                                                                              Estimated
December 31,                                      2003         2002          Useful Life
------------------------------------------------------------------------------------------
<S>                                           <C>          <C>                   <C>
Office equipment                              $  3,950     $  3,950              3 years
Computer equipment                              30,202       30,202              3 years
Furniture and fixtures                          11,825       11,825              5 years
------------------------------------------------------------------------------------------
                                                45,977       45,977
Less accumulated depreciation                   28,090       12,766
------------------------------------------------------------------------------------------
                                               $17,887      $33,211
==========================================================================================
</TABLE>



Property and equipment of $40,500 was acquired  from Hull,  which amount was due
in July 2003. At December 31, 2003, this amount is included in accrued  expenses
in the accompanying consolidated balance sheet.


                                      F-9
<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               December 31, 2003
--------------------------------------------------------------------------------

3. Accrued Expenses:

Accrued expenses consist of the following:

<TABLE>
<CAPTION>
December 31,                                                   2003                 2002
------------------------------------------------------------------------------------------
<S>                                                        <C>                 <C>
Legal                                                      $102,383            $  88,479
Interest                                                     12,130               47,221
Due to Hull                                                  40,500               40,500
Rent                                                          5,152                    -
Accounting fees                                              54,965               41,542
Consulting expense                                           16,497                    -
Salaries                                                          -               91,230
Other                                                        11,052                7,858
------------------------------------------------------------------------------------------
                                                           $242,679             $316,830
------------------------------------------------------------------------------------------
</TABLE>

4. NOTE AND LOANS 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 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. In March 2004, the Company agreed to the terms
of a final  judgment  with  respect  to this  obligation.  $5,000  was paid upon
signing the agreement and the balance is payable in monthly installments through
January 2005.

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.

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, 2003.

In March 2003, the Company borrowed $5,000 from an individual, with an agreement
to repay $10,000 in June 2003 for this  obligation.  The Company recorded $5,000
as additional  interest expense. At December 31, 2003, the note remained unpaid.
In  October  2003,  the  Company  borrowed  an  additional   $30,000  from  this
individual.  The loan  carries  an  interest  rate of 7% per annum and is due on
September 30, 2004.

In 2003, the Company borrowed $26,500 from certain  entities.  In December 2003,
the  Company  sold a  software  license  to these  entities  in  return  for the
cancellation of the loan. The license is renewable  annually for a payment equal
to 15% of the initial license price.


                                      F-10
<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               December 31, 2003
--------------------------------------------------------------------------------


5. DEBENTURES PAYABLE:

 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 upon the merger  described in Note 1. The  debentures
 were 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,  were  amortized to
 interest expense over the term of the debt.

 The Debenture was not paid at maturity and was  subsequently  assigned to a new
 holder in December  2003.  The assignee  acquired the  Debenture net of accrued
 interest.

 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 were not
 included in weighted  shares  outstanding  for the  computation of net loss per
 common share in 2002. 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.  The  Security
 Shares and Insider Shares were released in 2003.

 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, was amortized to interest expense over the term of the debt.

 In May and  August  2003,  the  Company  issued  additional  Debentures  in the
 aggregate  face  amount of $43,450 at 90% of their face  amount,  or $39,500 in
 cash. The beneficial conversion feature of this issuance, amounting to $16,928,
 has been recorded as a discount on the Debenture, with a corresponding increase
 to additional  paid-in  capital.  This discount along with the $3,950  discount
 upon issuance, were charged to interest in 2003.


                                      F-11
<PAGE>

                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               December 31, 2003
--------------------------------------------------------------------------------

As of December 31, 2003 and 2002,  the holders of the  Debentures  had converted
$171,214 and $62,186 of the  Debentures  into  75,472,442  and 7,933,010  common
shares, respectively.  Upon conversion, the debt was increased by $13,164, which
was recorded as additional interest expense. Amortization of the discount on the
Debentures  amounted to  $104,532  and  $235,715,  which was charged to interest
expense for the years ended December 31, 2003 and 2002, respectively.

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 was in  default.  The  Debentures  are  presented  as  current
liabilities on the  accompanying  consolidated  balance sheet. The fair value of
the Debentures cannot be determined.

6.       Preferred stock:

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 15 to 30 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.

7.       COMMON STOCK:

On December 19, 2002,  the Company issued  16,546,296  shares of common stock to
investors at $.0014 per share.

On December 19, 2002,  the Company issued  23,000,000  shares of common stock to
investors at $.0006 per share

8.       REVENUE:

On December 15, 2003, the Company  exchanged  certain licensed  software product
for notes payable aggregating $26,500.


                                      F-12
<PAGE>
                                             SHELRON GROUP INC. AND SUBSIDIARIES
                                                   (a development stage company)

                                      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                                               December 31, 2003
--------------------------------------------------------------------------------


9.       INCOME TAXES:

The  provision  for income taxes for the years ended  December 31, 2003 and 2002
and for the period August 21, 2001 (date of inception) through December 31, 2003
differs from the amount  computed  using the federal  statutory rate of 34% as a
result of the following:

December 31,                                           2003          2002
---------------------------------------------------------------------------
Tax benefit at federal statutory rate                   (34)%         (34)%
Increase in deferred tax asset valuation allowance       34            34
---------------------------------------------------------------------------
Net tax benefit rate                                     -0-%          -0-%
===========================================================================


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.


                                      F-13
<PAGE>

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 A 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 A. The financial statements do not contain any adjustments that might
result from the outcome of these uncertainties."

ITEM 8A.  CONTROLS AND PROCEDURES

Under the supervision and with the participation of the Company's management,
including our principal executive officer and principal financial officer, the
Company conducted an evaluation of the effectiveness of the design and operation
of its disclosure controls and procedures, as defined in Rules 13a-15(e) and
15d-15(e) under the Securities Exchange Act of 1934, as of the end of the period
covered by this report (the "Evaluation Date"). Based on this evaluation, the
Company's principal executive officer and principal financial officer concluded
as of the Evaluation Date that the Company's disclosure controls and procedures
were effective such that the material information required to be included in our
Securities and Exchange Commission ("SEC") reports is recorded, processed,
summarized and reported within the time periods specified in SEC rules and forms
relating to the Company, including our consolidating subsidiaries, and was made
known to them by others within those entities, particularly during the period
when this report was being prepared.

Additionally, there were no significant changes in the Company's internal
controls or in other factors that could significantly affect these controls
subsequent to the Evaluation Date. We have not identified any significant
deficiencies or material weaknesses in our internal controls, and therefore
there were no corrective actions taken.

                                       13
<PAGE>

                                    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:


          NAME                   AGE                  POSITION
          ----                   ---                  --------

      Eliron Yaron               34            President, Chairman and
                                                      Director

      ELIRON YARON has been the chairman of the board of directors of the
Company and a director since November 2001, and President of the Company since
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.

Mr. Yaron has served on the boards of Internet companies in the US and Israel,
and has advised venture capital funds and investment companies on IT and
Internet related investments and marketing.

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,
2003, 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 committee, and
therefore has not designated an audit committee financial expert. The Board does
not have a compensation 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 Delaware 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.

SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

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, 2003, 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.

CODE OF ETHICS

We adopted a code of ethics that applies to our Chief Executive Officer and
Chief Financial Officer, and other persons who perform similar functions. A copy
of our Code of Ethics is filed as an exhibit to this Annual Report on Form
10-KSB. Our Code of Ethics is intended to be a codification of the business and
ethical principles which guide us, and to deter wrongdoing, to promote honest
and ethical conduct, to avoid conflicts of interest, and to foster full, fair,

                                       14
<PAGE>

accurate, timely and understandable disclosures, compliance with applicable
governmental laws, rules and regulations, the prompt internal reporting of
violations and accountability for adherence to this Code.

                                       15
<PAGE>

ITEM 10.  EXECUTIVE COMPENSATION.

The Summary Compensation Table below sets forth compensation paid by the Company
for the fiscal years ended December 31, 2003, 2002 and 2001 for services to its
principal executive officer and other executive officers who received a total
annual salary and bonus which exceeded $100,000.

SUMMARY COMPENSATION TABLE

NAME AND PRINCIPAL                 ANNUAL            OTHER ANNUAL      AWARDS
POSITION                   YEAR    COMPENSATION      COMPENSATION      OPTIONS
------------------         ----    ------------      ------------      -------

Eliron Yaron,              2001         $ 1,000                --          --
Chairman and Director      2002         $91,000                --          --
                           2003        $156,000                --          --

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL

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. Mr. Yaron's compensation accrues and is paid to him when
funds for such payments are available.

ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth, as of March 30, 2004, 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.


<TABLE>
<CAPTION>
                                                      NUMBER OF     PERCENT OF
                       NUMBER OF                      SHARES OF      CLASS OF
NAME AND ADDRESS OF    SHARES OF     PERCENT OF       SERIES A       SERIES A    PERCENTAGE
BENEFICIAL OWNER     COMMON STOCK     CLASS OF        PREFERRED     PREFERRED        OF
(1)(2)                 OWNED(2)     COMMON STOCK        OWNED         STOCK     VOTING RIGHTS
-------------------    --------     ------------        -----         -----     -------------
<S>                    <C>              <C>           <C>              <C>           <C>
Eliron Yaron(3)        7,925,000        4.44%         1,000,000        100%          85%

Hull Services, Inc.    7,925,000        4.44%         1,000,000        100%          85%

All officers and
directors                               4.44%                          100%
as a group (1
person)                7,925,000                      1,000,000                      85%
</TABLE>


(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.

                                       16
<PAGE>

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

      14              Code of Ethics

   ***16.1            Letter on Change in Certifying Accountant
   31                 Certification of Principal  Executive  Officer and
                      Principal  Financial  Officer  Pursuant to Section
                      302(a) of the Sarbanes-Oxley Act of 2002.
   32                 Certification of Principal  Executive  Officer and
                      Principal Financial Officer Pursuant to Section
                      906 of the Sarbanes-Oxley Act of 2002.

* 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.

(b) REPORTS ON FORM 8-K

None.

ITEM 14. PRINCIPAL ACCOUNTANT AND FEES

      During fiscal years ended December 31, 2002 and 2003, our principal
independent auditor was Goldstein Golub Kessler LLP. The following are the
services provided and the amount billed

AUDIT FEES

      The aggregate fees billed by Goldstein Golub Kessler LLP for professional
services rendered for the audit of the Company's annual financial statements for
the fiscal years ended December31, 2003 and 2002, and for the review of the
financial statements included in the Company's Quarterly Reports on Form 10-QSB
for fiscal years 2003 and 2002 were $37,585 and $40,142, respectively.

AUDIT RELATED FEES

      Other than the fees described under the caption "Audit Fees" above,
Goldstein Golub Kessler LLP did not bill any fees for services rendered to us
during fiscal years 2003 and 2002 for assurance and related services in
connection with the audit or review of our consolidated financial statements.

TAX FEES

      There were no fees billed by Goldstein Golub Kessler LLP for other
professional services rendered during the fiscal years ended December 31, 2003
and 2002.

                                       17
<PAGE>

ALL OTHER FEES

      There were no fees billed by Goldstein Golub Kessler LLP for other
professional services rendered during the fiscal years ended December 31, 2003
and 2002.

PRE-APPROVAL OF SERVICES

      We do not have an audit committee. Our Board of Directors pre-approves all
services, including both audit and non-audit services, provided by our
independent accountants. For audit services, each year the independent auditor
provides our Board of Directors with an engagement letter outlining the scope of
the audit services proposed to be performed during the year, which must be
formally accepted by the Board of Directors before the audit commences. The
independent auditor also submits an audit services fee proposal, which also must
be approved by the Board of Directors before the audit commences.

                                       18
<PAGE>

                                   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 19, 2004

                                    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.

       Signature               Capacity                     Date

       /s/ Eliron Yaron        President and Director       May 19, 2004
       ------------------
       Eliron Yaron

                                       19