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
August 22, 2003
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 LA4
(Address of principal executive offices)
(416) 675-6666
(Registrant's telephone number, including area code)
___________________________________________
(Former name or former address, if changed since last report.)
Item 5. Other Events
The purpose of this Current Report on Form 8-K is to provide to the
shareholders of Chell Group Corp., a New York corporation (the "Registrant"),
updated information as to the status, plans, and strategic direction of the
Registrant going forward.
This Current Report on Form 8-K contains forward-looking statements.
The Private Securities Litigation Reform Act of 1995 provides a safe harbor for
forward-looking statements made on behalf of the Company and its subsidiaries.
All such forward-looking statements are, by necessity, only estimates of future
results and actual results achieved by the Registrant may differ materially from
these statements due to a number of factors. Any forward-looking statements
speak only as of the date made. The Company assumes no obligations to update
these forward-looking statements to reflect actual results, changes in
assumptions or changes in other factors affecting such statements.
Periodic Reporting and the Availability of Current Public Information
As previously announced, the Registrant intended to file its Annual
Report on Form 10-K for the year ended August 31, 2002 in April 2003. This
process was delayed as a result of several factors, including (i) delays
associated with the coordination of multiple accounting firms which have
historically audited the Registrant and a number of its subsidiaries and (ii) as
outlined in previous press releases, it had come to light that Logicorp, one of
the subsidiaries of Registrant, was involved in a past incident of unauthorized
products sales of one of its major vendors to an unauthorized distributor,
resulting in the Registrant engaging auditors to re-audit eight reporting
periods for the four Logicorp holding companies so as to assure the accuracy and
completeness of their financial statements and related notes. With respect to
the delays associated with item (i) above, the Registrant has sought to enter
into arrangements with one or more of these historical auditors in order to
ensure the Registrant's access to work papers and to ensure that consents to
file, or incorporate by reference, the financial statements prepared by these
auditors will be available on a timely and predictable cost-effective basis.
With respect to Logicorp, the Registrant is completing the aforementioned
re-audit. The Registrant's strategy in this regard has been to complete the
Logicorp portion of the audit and then incorporate such financial results into
the consolidated financial statements of the Registrant. It is the intent of
Registrant to complete these audits expeditiously, to file periodic reports so
as to bring the Registrant into compliance with the Securities Exchange Act of
1934, as amended, and to endeavor to re-list the common stock on the
over-the-counter Bulletin Board or another appropriate market or exchange.
Strategic Direction; Business Model
The Registrant has been taking steps that, in light of current market
conditions, are designed to enhance shareholder value. In this regard,
management has endeavored to focus the Registrant and its business on the
operations, which the Registrant believes, will most likely achieve this
objective. In this regard, the Registrant has either discontinued or sold a
number of the operating and other subsidiaries of the Registrant. In particular,
as previously reported, the Registrant disposed of its interest in GalaVu,
leaving NTN Canada and Logicorp as the operating subsidiaries of the Registrant.
The Registrant believes that Logicorp is the platform for the future of its
business and is evaluating its options and opportunities with respect to NTN.
In a market that has seen a significant percentage of technology-based
companies cease operations and liquidate with little or no value for
shareholders, the Registrant has been very focused on the fundamentals of its
business. The Registrant's core business in Logicorp is the design, instillation
and maintenance of information technology infrastructure for corporations. The
Registrant has developed a clear model of which it believes reflects the
direction in which the technology market is going and in which it believes it
can develop business to drive higher margin business. The Registrant is
expecting to announce its core technologies and business model to take advantage
of this market opportunity shortly.
The Registrant believes that, as market conditions are still less than
ideal, the Registrant's transition will take time, and the results from the
changes already made, and those which it plans to make subsequent to its Current
Report on Form 8-K, may not necessarily be immediately apparent. The Registrant
does believe, however, that it is now to the point of having a platform by which
it may grow and create real value for shareholders.
Preliminary Results
The Registrant estimates the following approximate results for the
three and nine month periods ended May 31, 2003: its revenues were approximately
$13,540,000 and $33,750,000 respectively; operating income was approximately
$607,000 and $1,500 respectively; its extraordinary losses, which arose from the
sale of GalaVu (a subsidiary of the Registrant) and the sale of one of the
Registrant's properties, were approximately $1,710,000 and $1,965,000
respectively, and its net losses were approximately $1,560,000 and $2,215,000
respectively. The estimates are in Canadian dollars and should not be relied
upon as the results which will be reflected in the Registrant's quarterly report
for the three months ended May 31, 2003 which is to be filed and are not
necessarily indicative of the results of the fiscal year ended August 31, 2003.
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.
99.1 Press release dated August 21, 2003
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: August 21, 2003
CHELL GROUP CORPORATION
By: /s/ Stephen McDermott
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Name: Stephen McDermott
Title: Chairman and Chief Executive Officer