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
October 16, 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
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 audit
scope or accounting principles.
(3) 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 their report on the financial
statements for such years or such interim periods.
(4) 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, July 21, 2003, is filed as Exhibit 2 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 termination.
(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 February 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.
99.1 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 16, 2003
CHELL GROUP CORPORATION
By: /s/ Stephen McDermott
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Name: Stephen McDermott
Title: Chairman and Chief Executive Officer