UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/NO. 1
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
September 5, 2003
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(Date of Report)
CHELL GROUP CORPORATION INC.
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(Exact name of registrant as specified in its charter)
New York 005-524525 112805051
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14 Meteor Drive, Toronto, Ontario Canada, M9W 1A4
(Address of principal executive offices)
(416) 675-0874
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) Termination of Previous independent accountant:
(1) On July 31, 2003, the Registrant's Board of Directors dismissed,
and terminated the engagement of, Lazar, Levine & Felix, LLP as
its auditors.
(2) The reports issued by Lazar, Levine & Felix LLP on the financial
statements for the past two fiscal years of the Registrant did
not contain an adverse opinion nor a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope or
accounting principles.
(3) The decision to change accountants was recommended and approved
by the Board of Directors of the Registrant.
(4) During the fiscal years ended August 30, 2000 and 2001 and the
period from September 1, 2001 through the date of the dismissal,
and termination of the engagement, of Lazar, Levine & Felix LLP,
there were no disagreements with Lazar, Levine & Felix LLP on any
matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of Lazar, Levine & Felix LLP,
would have caused Lazar, Levine & Felix LLP to make reference
thereto in, or in connection with, their reports on the financial
statements for such years or such interim periods.
(5) During the fiscal years ended August 30, 2000 and 2001 and the
period from September 1, 2001 through the date of the dismissal,
and termination of the engagement, of Lazar, Levine & Felix, LLP,
there were no reportable events, as referenced in Item 304(a)(l)
(v) of Regulation S-K.
(6) The Registrant has requested that Lazar, Levine & Felix LLP
furnish it with a letter addressed to the Commission stating
whether or not it agrees with the above statements. A copy of
such letter is filed as Exhibit 16.1 to this Form 8-K.
(b) Appointment of Independent Auditors.
(1) On August 11, 2003, the Registrant's Board of Directors ratified
the engagement of Stonefield Josephson, Inc. as its auditors. The
decision to retain this accountant was approved by the Board of
Directors. The Registrant authorized Lazar, Levine & Felix, LLP
to fully respond to any and all inquiries of Stonefield
Josephson, Inc. concerning Lazar, Levine & Felix, LLP
resignation.
(2) Prior to our engagement of Stonefield Josephson, Inc. the
Registrant requested that Stonefield Josephson, Inc. assist with
auditing the financial statements for Logicorp, a subsidiary
group of the Registrant's, for the twelve months ended ended
Febuary 28, 2000, four months ended June 30, 2000, twelve months
ended June 30, 2001, and six months ended December 30, 2001.
Other than as described above, during our two most recent fiscal
years prior to the date of engagement, and the subsequent interim
period prior to engaging this accountant, neither the Registrant
(nor someone on the Registrant's behalf) consulted the newly
engaged accountant regarding any matter.
(3) The Registrant has allowed Stonefield Josephson, Inc. to review
this Form 8-K before it is filed with the Commission. Stonefield
Josephson, Inc. has not furnished the Registrant with a
clarification, or disagreement with the information set forth
herein.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
Not applicable
(b) Pro Forma Financial Information.
Not applicable
(c) Exhibits.
16.1 Letter from Lazar, Levine & Felix LLP
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
DATED: OCTOBER 31, 2003
CHELL GROUP CORPORATION
By: /s/ STEPHEN MCDERMOTT
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Name: Stephen McDermott
Title: Chairman and Chief Executive Officer