U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12B-25
NOTIFICATION OF LATE FILING
[X] Form 10-K [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: August 31, 2002
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ____________________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or
Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: Chell Group Corporation
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Former Name if Applicable:
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14 Meteor Drive
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Address of Principal Executive Office (Street and Number)
Toronto, Ontario, Canada M9W 1A4
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City, State and Zip Code
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreason-able effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b) [Paragraph 23,047],
the following should be com-pleted. (Check box, if appropriate)
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed on
or before the fifteenth calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion thereof
will be filed on or before the fifth calendar day following the prescribed due
date; and [Amended in Release No. 34-26589 (Paragraph 72,435), effective April
12, 1989, 54 F.R. 10306.]
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why the Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be filed
within the prescribed time period. [Amended in Release No. 34-26589 (Paragraph
72,435), effective April 12, 1989, 54 F.R. 10306.]
The Form 10-K could not be filed within the prescribed time because of
additional time required by Registrant's management to provide certain
information to be included in such Form 10-K with respect to a recent
acquisition.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Alan Fraade Esq. 212 486-2500
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is NO,
identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
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Chell Group Corporation
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(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: November 27, 2002 By: /s/ Mark Truman
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Mark Truman
Controller and Chief Accounting Officer
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Attachment to Part IV - Other Information
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(3) As a result of the acquisition of Logicorp Data Systems Ltd. and
Logicorp Service Group Ltd., which will be together referred to as "Logicorp" as
of January 1, 2002, the Company's aggregate revenues increased from
approximately eighteen million (CDN $18,000,000) dollars to approximately forty
nine million (CDN $49,000,000) dollars. The Company's cost of sales increased
from approximately seven million (CDN $7,000,000) dollars to approximately forty
one million (CDN $41,000,000) dollars. In addition, approximately nine to ten
million (CDN $9-10,000,000) dollars of interest and financing costs were
incurred by the Company related to beneficial conversion features of debt. As a
result, the Company's losses will substantially increase. The foregoing is
subject to the Registrant's further review and revision.
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