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Author Topic: SHRNe becoming SHRN again
Livios
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Today we had the long expected 10Q.
Tomorrow the E comes off.
The fear of going to the pinks is away, and they will very soon launch their new software Activshopper.


U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the quarterly period ended: March 31, 2004

or

[ ] 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: 0-31176

Shelron Group, Inc.
--------------------------------------------------------------------------------
(Exact name of small business issuer as specified in its charter)

Delaware 04-2968425
-------- ----------
(State or other jurisdiction or (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)


--------------------------------------------------------------------------------
(Former name, former address and former fiscal year, if changed
since last report)

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 issuer was required to file such reports, and (2) has
been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDING DURING THE
PRECEDING FIVE YEARS

Check whether the issuer 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 [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

The number of shares outstanding of the Registrant's Common Stock, $0.01 par
value, as of the close of business on June 18, 2004 was 292,527,664.

INDEX

SHELRON GROUP, INC.

PART I - FINANCIAL INFORMATION

Item 1. Consolidated Financial Statements. Page

Consolidated Balance Sheets as of December 31, 2003 and
March 31, 2004 (unaudited) 2

Consolidated Statements of Operations (unaudited) - for the
three months ended March 31, 2004 and 2003 3

Consolidated Statements of Cash Flows (unaudited) - for the
three months ended March 31, 2004 and 2003 4

Notes to Condensed Financial Statements 5

Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations 5

Item 3. Controls and Procedures 6

PART II - OTHER INFORMATION

Item 1. Legal Proceedings 7

Item 2. Changes in Securities 7

Item 3. Default Upon Senior Securities 7

Item 4. Submission of Matters to a Vote of Security Holders 7

Item 5. Other Information 7

Item 6. Exhibits and Reports on Form 8-K 7

Signatures

Certifications


SHELRON GROUP INC.
Formerly TTTTickets Holding Corp.

CONSOLIDATED BALANCE SHEET
(a development stage company)

ASSETS

March 31, December 31,
2004 2003
----------- -----------
(unaudited) (audited)

CURRENT ASSETS:

Cash $ 157,516 $ 12,743
----------- -----------
Total Current Assets 157,516 12,743

Property and Equipment, net of accumulated depreciation of $31,921
and $28,090 16,407 17,887
----------- -----------
Total Assets $ 173,923 $ 30,630
=========== ===========


LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:

Accounts payable and accrued expenses $ 197,253 $ 242,679
Due to stockholder 290,430 251,430
Subscriptions payable 6,000 6,000
Notes payable 210,000 65,000
Debentures payable 150,200 350,400
----------- -----------
Total liabilities 853,883 750,055
=========== ===========

STOCKHOLDERS' DEFICIENCY:
Series A preferred stock $.001 par value,
Shares authorized 10,000,000 1,000 1,000
Issued and outstanding 1,000,000
Common stock, par value $.001 per share
Authorized shares - 500,000,000 shares;
Issued and Outstanding 255,027,664,and 178,527,664
shares, respectively 255,027 178,527
Additional paid in capital 1,006,532 805,832
Deficit accumulated during the development stage (1,942,519) (1,870,238)
----------- -----------
Total Stockholders' Deficiency (679,960) (884,879)
----------- -----------
Total Liabilities and Stockholders' Deficiency $ 173,923 $ 30,630
=========== ===========


See notes to consolidated financial statements

2

SHELRON GROUP INC.
Formerly TTTTickets Holding Corp.
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)

Three Months Ended March 31,
------------------------------------
2004 2003
------------- -------------

REVENUE $ -- $ --
------------- -------------

Consulting Fees 6,790 66,849
Salaries 39,000 39,000
Professional Fees 2,342 185

Office Expenses 16,708 1,815
Rent 3,000 3,000
Depreciation and Amortization 3,831 5,706
Interest
Expense 611 34,903
------------- -------------
Total Expenses 72,282 151,458
------------- -------------
Net Loss $ (72,282) $ (151,458)
============= =============
Basic and Diluted Net Income (Loss) Per Share $ (.00) $ (.00)

============= =============
Weighted Average Number of Shares Outstanding 216,777,664 73,311,856
------------- -------------

See notes to consolidated financial statements

3

SHELRON GROUP INC.
Formerly TTTTickets Holding Corp.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)

Three Months Ended March 31,
----------------------------
2004 2003
--------- ---------

CASH FLOWS FROM OPERATING ACTIVITIES:

Net Loss $ (72,282) $(245,278)
--------- ---------
Adjustments to reconcile net loss to net cash used in operating
activities:
Depreciation and amortization 3,831 43,850
Non-cash consulting fees -- 181,500

Changes in assets and liabilities:
Increase in accounts receivable -- (4,288)
Increase in prepaid expenses -- (7,500)
Increase in Due to stockholder 39,000 90
Increase (decrease) in accounts payable & accrued expenses (45,426) 23,520
--------- ---------
Net cash used in operating activities $ (74,877) (8,106)
--------- ---------
CASH USED IN INVESTING ACTIVITIES
Purchase of equipment (2,350)
---------

CASH FLOWS FROM FINANCING ACTIVITIES:
Sale of Common Stock 77,000 --
Proceeds of Notes payable 150,000 --
Payments on Notes payable 145,000 --
Proceeds from debentures -- 7,500
Stock subscription -- 3,000
--------- ---------
Net cash provided by financing activities 222,000 10,500
--------- ---------
INCREASE IN CASH 144,773 2,394

CASH - BEGINNING OF PERIOD 12,743 512
--------- ---------
CASH - END OF PERIOD $ 157,516 $ 2,906
========= =========


See notes to consolidated financial statements

4

NOTES TO FINANCIAL STATEMENTS

1. GENERAL

The accompanying unaudited consolidated financial statements have been prepared
in accordance with generally accepted accounting principles for interim
financial information and with instructions for Form 10-QSB and Item 310 of
Regulation S-B. Accordingly, they do not include all the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring adjustments) considered necessary for a fair presentation
have been included. Results of operations for the three months ended March 31,
2004 are not necessarily indicative of the results that may be expected for the
fiscal year ended December 31, 2004. The accompanying consolidated financial
statements should be read in conjunction with the Company's annual report filed
with the Securities and Exchange Commission in May 2004.

2. GOING CONCERN

The accompanying financial statements have been prepared on a going-concern
basis, which presumes that the Company will be able to continue to meet its
obligations and realize its assets in the normal course of business. As shown in
the accompanying financial statements, the Company has a history of losses with
an accumulated deficit of $1,942,519. These conditions raise substantial doubt
about the Company's ability to continue as a going concern. The Company's
continuation as a going concern is dependent upon its ability to ultimately
attain profitable operations, generate sufficient cash flow to meet its
obligations, and obtain additional financing as may be required. The outcome of
these uncertainties cannot be assured.

3. COMMON STOCK

During the quarter ended March 31, 2004, the Company issued 5,000,000 shares to
three investors for proceeds of $77,000. Also during the period, $200,200 of
Debentures were converted into 71,500,000 shares of common stock.

4. OPTIONS AND WARRANTS

Not applicable.

5. LEGAL PROCEEDINGS

None.

ITEM 2 MANAGEMENT DISCUSSION AND ANALYSIS OR PLAN OF OPERATIONS

Overview

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

For the three months ended March 31, 2004 and March 31, 2003 there were no
revenues.

General and Administrative Expenses

For the three months ended March 31, 2004, general and administrative expenses
were $72,282 as compared to $151,458 for the three months ended March 31, 2003.
Management attributes the decrease in general and administrative expenses
primarily to reorganization and reduction of staff.

5

Liquidity and Capital Resources

As of March 31, 2004, we had a cash balance of $157,516. 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 the 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. The Debentures were due
and payable on October 24, 2003. The Debenture was not paid at maturity and was
subsequently assigned to a new holder in December 2003. At March 31, 2004, the
outstanding amount of the Debenture is $155,200. Such amount is expected to be
converted into common shares by December 31, 2004.

The Company anticipates a significant increase in capital expenditures subject
to obtaining additional financing, of which there can be no assurance. The
Company's capital requirements depend on numerous factors, including market
acceptance of the Company's products and services, ability to obtain additional
financing, technological developments, capital expenditures and other factors.
The Company had a working capital deficit as of March 31, 2004 and has an
immediate need for additional financing to continue operations. If the Company
does not immediately receive additional financing, the Company will be required
to cease operations. If the Company obtains additional financing, of which there
can be no assurance, the Company may sell equity securities. The sale of
additional equity or convertible debentures could result in additional dilution
to the stockholders. The outcome of these uncertainties cannot be assured. In
March 2004, we received $150,000 from three individuals as a promissory note
with an interest rate equal to the Libor rate. The principal and interest on
this note is due and payable on July 31, 2004.

CAUTIONARY STATEMENT CONCERNING FORWARD-LOOKING STATEMENTS

This report may include forward-looking statements. The Company has based these
forward-looking statements on its current expectations and projections about
future events. Forward-looking statements can be identified in this report based
upon the usage of such words or phrases as "anticipate," "believe," "estimate,"
"expect," "intend," "may be," "objective," "plan," "predict," "project" and
"will be" and similar words or phrases, or the negative thereof. These
forward-looking statements are subject to numerous assumptions, risks and
uncertainties. Although the Company believes the expectations reflected in its
forward-looking statements are based upon reasonable assumptions, it can give no
assurance that it will attain these expectations or that any deviations will not
be material. Except as otherwise required by the federal securities laws, the
Company disclaims any obligations or undertaking to publicly release any updates
or revisions to any forward-looking statement contained in this report to
reflect any change in its expectations with regard thereto or any change in
events, conditions or circumstances on which any such statement is based.

Item 3. 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.

6

Part II
OTHER INFORMATION

ITEM 1. LEGAL PROCEEDING

None.

ITEM 2. CHANGES IN SECURITIES

Issuance of Unrestricted Securities

During this quarter, the holder of the Debenture converted $200,200 of their
debentures into 71,500,000 shares of common stock.

In March 2004, the Company issued 5,000,000 shares for $80,000 from three
investors, of which $77,000 was received.

3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

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

Not Applicable.

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits

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.

(b) Reports on Form 8-K

None.

7


SIGNATURES

In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Signature Capacity Date
--------- -------- ----

/s/ Eliron Yaron President and Director June 21, 2004
------------------
Eliron Yaron


EXHIBIT 31

CERTIFICATION

I, Eliron Yaron, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Shelron
Group, Inc.;

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

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

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

(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this report is being
prepared;

(b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(c) disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and;

5. The small business issuer's other certifying officers and I have
disclosed, based on our most recent evaluation of internal control over
financial reporting, to the small business issuer `s auditors and the audit
committee of the small business issuer `s board of directors (or persons
performing the equivalent functions):

(a) all significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are reasonably
likely to adversely affect the small business issuer `s ability to record,
process, summarize and report financial information; and

(b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer `s
internal controls over financial reporting.


/s/ Eliron Yaron
------------------------------------------
Eliron Yaron
Date: June 21, 2004 Principal Executive Officer and Principal
Financial Officer

EXHIBIT 32

CERTIFICATION
OF
CHIEF EXECUTIVE OFFICER
AND
CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Eliron Yaron, certify, pursuant to 18 U.S.C. 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly
Report on Form 10-QSB of Shelron Group, Inc. for the quarter ended March 31,
2004 fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934 and that information contained in such Quarterly
Report on Form 10-QSB fairly presents, in all material respects, the financial
condition and results of operations of Shelron Group, Inc.

By: /s/ Eliron Yaron
--------------------------------------------
Name: Eliron Yaron
Title: Principal Executive Officer
and Principal Financial Officer

LIVIOS.




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