SecProbe.io

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Mail Stop 4561

				December 30, 2005

Eliron Yaron
Shelron Group Inc.
29 Broadway Avenue
New York, NY 10006

Re:	Shelron Group Inc.
      Form 10-KSB for Fiscal Year Ended December 31, 2004
Forms 10-QSB for Fiscal Quarters Ended March 31, 2005, June 30,
2005
and September 30, 2005
		File No. 000-31176

Dear Mr. Yaron:

      We have reviewed the above referenced filings and have the
following comments.  Please note that we have limited our review
to
only your financial statements and related disclosures and do not
intend to expand our review to other portions of your document. We
may ask you to provide us with supplemental information so we may
better understand your disclosure.  Please be as detailed as
necessary in your explanation.  After reviewing this information,
we
may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-KSB for the year ended December 31, 2004

Notes to Consolidated Financial Statements

1. Business Organization, Principal Business Activity and Summary
of
Significant Accounting Policies, page F-9

Revenue Recognition, page F-10

1. We note that you presently generate revenues primarily from
directing traffic to merchants` websites through a partnership
agreement with a third party.  Explain whether the revenue
generated
through the partnership agreement is recorded on a gross or net
basis
and provide justification for your accounting policy in accordance
with the guidance in EITF 99-19. Describe the terms of a revenue
sharing agreement including who receives payments from customers.
Indicate where the cost of the service is classified in your
statements of operations (e.g., the partner`s share of the
revenue).
Further, describe any other revenue generating activities and
identify the revenue recognition policy for each.  For example,
the
business section cites three possible revenue streams (your page
3).

2. You state that revenue is recognized as services are provided.
Describe in detail how you measure and charge for services
provided.
Clearly indicate how you then recognize the revenue from those
services (e.g., transaction fee, minimum monthly fees).  Further,
describe how you evaluated all the revenue recognition criteria in
concluding that revenue recognition was proper.  Provide a
schedule
that analyzes revenue recognized during the nine months ending
September 30, 2005, which indicates why recognition met all the
revenue criteria.  Specifically, indicate why you believe that the
fees are fixed or determinable even though you do not have
significant history of selling this product.

Form 10-QSB for the quarterly period ended September 30, 2005

Results of Operations, page 10

3. We note that your revenue increased significantly during the
nine-
months ending September 30, 2005.  The disclosure refers to
"revenue
generated from implementation of new partnership agreements";
however, it is not clear how the revenue earned relates to the
services provided by the company.  Describe the nature of the
revenue
earned. Clarify whether any revenue was recognized upfront due to
set-up fees or installation of software or was revenue recognized
to
"page clicks" or traffic to merchant`s websites.  The disclosure
should indicate the level of such activity and whether that level
can
be sustained and grow.  The revenue trend should be clearly
identified and discussed.

Liquidity and Capital Resources, page 11

4. We note your statement that "based on [your] current operating
plan, [you] believe that the cash resources [you] have on hand
will
allow [you] to maintain your operations through September 30,
2006."
Tell us more about your "current operating plan."  Note that
filings
that include audit reports having going concern modifications must
also include appropriate and prominent disclosure of the financial
difficulties giving rise to that uncertainty.  Discussion of a
viable
plan that has the capability of removing the threat to the
continuation of the business must be included.  In this regard,
tell
us how you considered FRC 607.02 when providing your liquidity and
capital resources disclosures.  Further, we note that your capital
requirements depend on numerous factors including you ability to
obtain additional financing.  Tell us more about any potential
additional financing including potential investors and how your
operations will be impacted should you be unable to obtain such
additional financing.

Note 6 - Common Stock, page 7

5. We note the subscription agreement dated January 4, 2005 and
the
registration rights clause included within.  We also note your
disclosure in the September 30, 2005 Form 10-QSB that "if the
Company
does not file the registration statement by [December 31, 2005],
then
it may be liable for penalties."  Tell us more about the penalties
that you may be subject to including the events that can trigger
the
penalties (e.g., failure to have a registration declared
effective).
In this regard, elaborate on how these penalties will be settled
(i.e., cash or shares) and tell us how the penalty amount will be
calculated.  Tell us why you believe that these shares of common
stock should not be classified as temporary equity due to the
registration rights and the penalties.  See EITF Topic D-98.

       Please respond to these comments within 10 business days or
tell us when you will provide us with a response.  Please submit
all
correspondence and supplemental materials on EDGAR as required by
Rule 101 of Regulation S-T.  You may wish to provide us with
marked
copies of any amendment to expedite our review.  Please furnish a
cover letter with any amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing any amendment and your
responses to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

      In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.

      You may contact Jason Niethamer at 202-551-3855 or me at
202-
551-3730 if you have questions regarding the above comments.

Sincerely,

Stephen Krikorian
Accounting Branch Chief

Eliron Yaron
Shelron Group Inc.
December 30, 2005
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