<PAGE>


      AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 2003
                         Commission file number 0-31739

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               SHELRON GROUP INC.

                        Formerly TTTTickets Holding Corp.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



         DELAWARE                                       04-2968425
---------------------------------             ---------------------------------
(STATE OR OTHER JURISDICTION OF               I.R.S. EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)

                     7 Tfuzot Israel, Givataim, Israel 53583

               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                  TECHNICAL AND MARKETING CONSULTING AGREEMENT
                  ============================================
                            (FULL TITLE OF THE PLAN)



<TABLE>
<CAPTION>

                         CALCULATION OF REGISTRATION FEE
---------------------  ---------------------- ------------------  --------------------  ------------------
TITLE OF                     AMOUNT TO         PROPOSED MAXIMUM    PROPOSED MAXIMUM          AMOUNT OF
SECURITIES TO BE           REGISTERED(1)      OFFERING PRICE PER  AGGREGATE OFFERING     REGISTRATION FEE
REGISTERED                                          SHARE(2)          PRICE(2)
---------------------  ---------------------- ------------------  --------------------  ------------------
<S>                   <C>                     <C>                 <C>                   <C>
Common  Stock, $.001
par value                   13,000,000             $.0025               32,500                $2.54
---------------------  ---------------------- ------------------  --------------------  ------------------
</TABLE>

     (1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
     amended, this Registration Statement covers an indeterminate number of
     securities to be offered as a result of any adjustment from stock splits,
     stock dividends or similar events.
     (2) Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457, promulgated under the Securities Act
     of 1933, as amended, and based upon the average of the high and low sales
     price of the Registrant's common stock on February 28,2003.



<PAGE>

                                     PART I

ITEM 1. PLAN INFORMATION

The Registrant has agreements and/or arrangements with certain
officers/directors, employees and consultants which provide for the issuance of
shares of the Registrant's common stock for services to the Registrant in lieu
of cash compensation. In consideration for the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations, if ever, in order to pay cash
compensation to its officers/directors, employees and consultants, the
Registrant has prepared this Form S-8 registration statement to provide for the
issuance and registration of an aggregate of 7,000,000 shares to Stefan Semo, an
engineer for the Registrant and Philip M. Fox, a marketing consultant for the
registrant is being issued 6,000,000 shares pursuant to technical consulting and
marketing consulting agreements, respectively attached hereto as Exhibits 10.77
and 10.78.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not applicable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this Registration
Statement:

1. The registrant's Supplement To Proxy Statement Dated November 19, 2002 which
contains updated financial information for the period ending September 30,2002
as filed with the Securities and Exchange Commission (the "Commission") on
November 26, 2002.

2. The Registrant's Schedule 14A Proxy Statement dated November 19, 2002 as
filed with the Commission on November 26, 2002

3. The Registrant's Quarterly Reports on Form 10-QSB for the period ended
September 30, 2002 , June 30, 2002, and March 31, 2002 as filed with the
Commission.

4. The Registrant's Current Report on Form 8-K dated September 15, 2002, as
amended as filed with the Commission.

5. The description of the Registrant's Common Stock contained in the
Registrant's Schedule 14A and registration statement on Form 8-A filed with the
Commission.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby

                                       2
<PAGE>

have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents with the Commission.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in a subsequently filed
document incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant has authority under the Delaware General Corporation Law to
indemnify its directors and officers to the extent provided for in such law. The
Registrant's Certificate of Incorporation and Bylaws provide that the Registrant
may insure, shall indemnify and shall advance expenses on behalf of its officers
and directors to the fullest extent not prohibited by law. The Registrant is
also a party to indemnification agreements with each of its directors and
officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

5.1     Opinion of Loeb & Loeb LLP

10.77   Technical Consulting Agreement with Stefan Semo

10.78   Marketing Consulting Agreement with Philip M. Fox

23.1    Consent of Loeb & Loeb LLP (contained in its opinion filed as Exhibit
        5.1 to this Registration Statement)

23.2    Consent of Goldstein Golub Kessler LLP

ITEM 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

                                       3
<PAGE>

1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (b) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and

     (c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; PROVIDED,
HOWEVER, that paragraphs (1)(a) and (1)(b) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such

                                       4
<PAGE>

director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Givatayim, Israel on this 5th day of March 2003.

                               SHELRON GROUP, INC.

                      By:      /s/  Eliron Yaron
                               --------------------------------
                               Eliron Yaron,  President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

Signature                       Title                         Date
/s/  Eliron Yaron
---------------------------
Eliron Yaron                    President and Director        March 5,  2003


                                       5
<PAGE>


                                  EXHIBIT INDEX



EXHIBIT        DESCRIPTION

5.1            Opinion of  Loeb & Loeb LLP

10.77          Technical Consulting Agreement with Stefan Semo

10.78          Marketing Consulting Agreement with Philip M. Fox

23.1           Consent of Loeb & Loeb LLP (contained in its opinion filed as
               Exhibit 5.1 to this Registration  Statement)

23.2           Consent of Goldstein Golub Kessler LLP


                                       6
<PAGE>
[{"type": "S-8", "sequence": "1", "filename": "doc1.txt", "secsgml_size_bytes": 12511}]
{"company-data": {"conformed-name": "TTTTICKETS HOLDING CORP", "cik": "0001125903", "assigned-sic": "6770", "irs-number": "042968425", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-103738", "film-number": "03599305"}, "business-address": {"street1": "178 VILLA PARK DR", "city": "LEWISVILLE", "state": "TX", "zip": "75067", "phone": "9722330300"}, "mail-address": {"street1": "178 VILLA PARK DRIVE", "city": "LEWISVILLE", "state": "TX", "zip": "75067"}, "former-company": {"former-conformed-name": "TTT TICKETS HOLDING CORP", "date-changed": "20001005"}}
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MARCH 5, 2003
                         Commission file number 0-31739

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM S-8

             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

                               SHELRON GROUP INC.

                        Formerly TTTTickets Holding Corp.

             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                                       04-2968425
---------------------------------             ---------------------------------
(STATE OR OTHER JURISDICTION OF               I.R.S. EMPLOYER IDENTIFICATION NO.
INCORPORATION OR ORGANIZATION)

                     7 Tfuzot Israel, Givataim, Israel 53583

               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)

                  TECHNICAL AND MARKETING CONSULTING AGREEMENT
                  ============================================
                            (FULL TITLE OF THE PLAN)
CALCULATION OF REGISTRATION FEE
---------------------  ---------------------- ------------------  --------------------  ------------------
TITLE OF                     AMOUNT TO         PROPOSED MAXIMUM    PROPOSED MAXIMUM          AMOUNT OF
SECURITIES TO BE           REGISTERED(1)      OFFERING PRICE PER  AGGREGATE OFFERING     REGISTRATION FEE
REGISTERED                                          SHARE(2)          PRICE(2)
---------------------  ---------------------- ------------------  --------------------  ------------------
Common  Stock, $.001
par value                   13,000,000             $.0025               32,500                $2.54
---------------------  ---------------------- ------------------  --------------------  ------------------
(1) Pursuant to Rule 416, promulgated under the Securities Act of 1933, as
     amended, this Registration Statement covers an indeterminate number of
     securities to be offered as a result of any adjustment from stock splits,
     stock dividends or similar events.
     (2) Estimated solely for the purpose of calculating the amount of the
     registration fee pursuant to Rule 457, promulgated under the Securities Act
     of 1933, as amended, and based upon the average of the high and low sales
     price of the Registrant's common stock on February 28,2003.
PART I

ITEM 1. PLAN INFORMATION

The Registrant has agreements and/or arrangements with certain
officers/directors, employees and consultants which provide for the issuance of
shares of the Registrant's common stock for services to the Registrant in lieu
of cash compensation. In consideration for the continuing services rendered and
to be rendered to the Registrant until such time as the Registrant shall
generate sufficient cash flow from operations, if ever, in order to pay cash
compensation to its officers/directors, employees and consultants, the
Registrant has prepared this Form S-8 registration statement to provide for the
issuance and registration of an aggregate of 7,000,000 shares to Stefan Semo, an
engineer for the Registrant and Philip M. Fox, a marketing consultant for the
registrant is being issued 6,000,000 shares pursuant to technical consulting and
marketing consulting agreements, respectively attached hereto as Exhibits 10.77
and 10.78.

ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION.

Not applicable.

                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this Registration
Statement:

1. The registrant's Supplement To Proxy Statement Dated November 19, 2002 which
contains updated financial information for the period ending September 30,2002
as filed with the Securities and Exchange Commission (the "Commission") on
November 26, 2002.

2. The Registrant's Schedule 14A Proxy Statement dated November 19, 2002 as
filed with the Commission on November 26, 2002

3. The Registrant's Quarterly Reports on Form 10-QSB for the period ended
September 30, 2002 , June 30, 2002, and March 31, 2002 as filed with the
Commission.

4. The Registrant's Current Report on Form 8-K dated September 15, 2002, as
amended as filed with the Commission.

5. The description of the Registrant's Common Stock contained in the
Registrant's Schedule 14A and registration statement on Form 8-A filed with the
Commission.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), after the date hereof and prior to the filing of a
post-effective amendment which indicates that all securities registered hereby

                                       2
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this Registration Statement and to
be a part hereof from the date of filing of such documents with the Commission.
Any statement contained in a document incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein, or in a subsequently filed
document incorporated by reference herein, modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute part of this Registration
Statement.

ITEM 4. DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Registrant has authority under the Delaware General Corporation Law to
indemnify its directors and officers to the extent provided for in such law. The
Registrant's Certificate of Incorporation and Bylaws provide that the Registrant
may insure, shall indemnify and shall advance expenses on behalf of its officers
and directors to the fullest extent not prohibited by law. The Registrant is
also a party to indemnification agreements with each of its directors and
officers.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8. EXHIBITS

5.1     Opinion of Loeb & Loeb LLP

10.77   Technical Consulting Agreement with Stefan Semo

10.78   Marketing Consulting Agreement with Philip M. Fox

23.1    Consent of Loeb & Loeb LLP (contained in its opinion filed as Exhibit
        5.1 to this Registration Statement)

23.2    Consent of Goldstein Golub Kessler LLP

ITEM 9. UNDERTAKINGS

The undersigned Registrant hereby undertakes:

                                       3
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

     (a) To include any prospectus required by Section 10(a)(3) of the
Securities Act;

     (b) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in volume of securities
offered (if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of prospectus
filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum
aggregate offering price set forth in the "Calculation of Registration Fee"
table in the effective Registration Statement; and

     (c) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; PROVIDED,
HOWEVER, that paragraphs (1)(a) and (1)(b) shall not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.

2. That, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

3. To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.

The undersigned Registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the foregoing provisions, or otherwise, the Registrant has been
advised that in the opinion of the Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such

                                       4
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.

                                   SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Givatayim, Israel on this 5th day of March 2003.

                               SHELRON GROUP, INC.

                      By:      /s/  Eliron Yaron
                               --------------------------------
                               Eliron Yaron,  President

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated.

Signature                       Title                         Date
/s/  Eliron Yaron
---------------------------
Eliron Yaron                    President and Director        March 5,  2003

                                       5
EXHIBIT INDEX

EXHIBIT        DESCRIPTION

5.1            Opinion of  Loeb & Loeb LLP

10.77          Technical Consulting Agreement with Stefan Semo

10.78          Marketing Consulting Agreement with Philip M. Fox

23.1           Consent of Loeb & Loeb LLP (contained in its opinion filed as
               Exhibit 5.1 to this Registration  Statement)

23.2           Consent of Goldstein Golub Kessler LLP

                                       6