UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
April 25, 2003
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Date of Report
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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 LA4
(Address of principal executive offices)
(416) 675-6666
(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report.)
Item 2. Acquisitions or Dispositions of Assets
General
Pursuant to a Share Purchase Agreement dated 25th day of April, 2003,
the Registrant, sold to DVOD Networks Inc., an Ontario corporation ("DVOD"), all
of the issued and outstanding shares of capital stock of GalaVu Entertainment
Network Inc., a technology-based entertainment provider ("GalaVu") for $1.00
(Canadian). Concurrently, Registrant assigned to DVOD or caused its subsidiaries
to assign to DVOD, for $2.00 (Canadian) promissory notes and other receivables
of GalaVu of the Registrant or its subsidiaries in the aggregate amount of
$1,672,608 (Canadian). At the same time 488605 Onatrio Limited, a non-affiliated
Canadian corporation ("488605") and Ruth Margel assigned a note payable by
GalaVu in the principal amount of $375,000 (Canadian) to DVOD in return for
$170,000 (Canadian) paid by DVOD and a new note in the amount of $325,000
(Canadian) payable by 3484751 Canada Inc., a Canadian corporation and subsidiary
of the Registrant, which such new note was issued to reflect additional advances
made by 488605 and Ruth Margel to the Registrant or subsidiaries of the
Registrant in the past.
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.
10.1 Share Purchase Agreement, dated as of April 25, 2003 between DVOD
Networks Inc., and Chell Group Corporation Inc. minus schedules
thereto;
10.2 Assignment of Debt and Security, dated April 25, 2003 between
Chell Group Corporation Inc. and DVOD Networks Inc;
10.3 Assignment of Debt and Security, dated April 25th among NTN
Interactive Network Inc., DVOD Networks Inc and GalaVu
Entertainment Network Inc;
10.4 Assignment of Debt and Security, dated April 25th among 488605
Ontario Limited, Ruth Margel and DVOD Networks Inc. minus
schedules thereto.
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: July 31, 2003
CHELL GROUP CORPORATION
By: /s/ Stephen McDermott
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Name: Stephen McDermott
Title: Chairman and Chief Executive Officer