UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(MARK ONE)
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MAY 31, 2004
OR
|_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
------------ ------------
COMMISSION FILE NUMBER: 0-18222
CHELL GROUP CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEW YORK 11-2805051
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
(ADDRESS OF REGISTRANT'S PRINCIPAL (ZIP CODE)
EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (416) 675-0874
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |X| No |_|
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes |_| No |X|
As of November 30, 2004, the number of shares issued and outstanding of the
Company's common stock, par value $0.0467 per share was 32,129,417.
- 1 -
CHELL GROUP CORPORATION
AND SUBSIDIARIES
INDEX
PAGE
PART I - FINANCIAL INFORMATION
Financial Statements
ITEM 1. Consolidated Balance Sheets as of May 31, 2004 (Unaudited) and August
31, 2003 3
Consolidated Statements of Operations for the three and
nine months ended May 31, 2004 and 2003 (Unaudited) 4
Consolidated Statements of Cash Flows for the nine months ended May 31, 2004 and
2003 (Unaudited) 5
Notes to Unaudited Consolidated Financial Statements 6
ITEM 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 11
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk 16
ITEM 4. Controls and Procedures 17
PART II - OTHER INFORMATION
ITEM 1. Legal Proceedings 18
ITEM 2. Changes in Securities and Use of Proceeds 18
ITEM 3. Defaults upon Senior Securities 18
ITEM 4. Submissions of Submissions of Matters to a Vote of Security Holders 18
ITEM 5. Other Information 18
ITEM 6. Exhibits and Reports on Form 8-K 18
Signatures 22
- 2 -
ITEM 1. FINANCIAL STATEMENTS
CHELL GROUP CORPORATION
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN CANADIAN DOLLARS)
- -----------------------------------------------------------------------------------------------
MAY 31, 2004 August 31,
2003
UNAUDITED
$ $
- -----------------------------------------------------------------------------------------------
ASSETS
CURRENT
Cash and cash equivalents 143,550 327,685
Short-term investments 973,468 --
Accounts receivable, trade - net of allowance for doubtful
accounts of $575,278 and $356,195, respectively 2,323,511 3,560,286
Inventory 234,218 208,340
Prepaid expenses 41,782 76,077
Buildings held for sale -- 1,177,045
- -----------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS 3,716,529 5,349,433
- -----------------------------------------------------------------------------------------------
Property and equipment, net 399,977 638,143
Goodwill 326,793 276,794
Investments in BPS 225,770 --
Other assets 116,996 63,600
Net assets of discontinued operations - assets held for sale -- 969,292
- -----------------------------------------------------------------------------------------------
4,786,064 7,297,262
- -----------------------------------------------------------------------------------------------
LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT
Bank overdraft 324,461 908,432
Bank indebtedness 4,232,213 3,935,166
Accounts payable and accrued liabilities 4,777,717 5,469,224
Income taxes payable 46,569 --
Accrued interest payable 1,408,586 1,347,220
Deferred revenue 599,152 297,243
S-term advances 202,000 312,191
Current portion, long-term debt 1,144,661 1,305,301
Payable on acquisition 4,852,976 4,852,976
Loan payable, related party 1,362,399 1,020,000
Mortgages of buildings held for sale -- 1,114,583
Convertible debt 8,002,313 7,978,676
- -----------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES 26,953,047 28,541,012
- -----------------------------------------------------------------------------------------------
Long-term debt, net of current portion 90,509 113,392
Liabilities of discontinued operations -- 1,546,454
- -----------------------------------------------------------------------------------------------
TOTAL LIABILITIES 27,043,556 30,200,858
- -----------------------------------------------------------------------------------------------
SHAREHOLDERS' EQUITY (DEFICIT)
PREFERRED SERIES B SHARES: 454,545 SHARES [August 2003 - 454,545] 7,294 7,294
COMMON STOCK
14,295,410 common shares [August 2003 - 10,504,913] 959,754 733,997
Additional paid in capital 26,614,448 26,655,538
Accumulated other comprehensive income 1,126,895 1,150,558
Accumulated deficit (50,965,883) (51,450,983)
- -----------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT) (22,257,492) (22,903,596)
- -----------------------------------------------------------------------------------------------
4,786,063 7,297,262
- -----------------------------------------------------------------------------------------------
The accompanying notes are an integral part of
these consolidated financial statements
- 3 -
CHELL GROUP CORPORATION INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2004 AND MAY 31, 2003
(EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)
- ---------------------------------------------------------------------------------------------------------------
3 MONTHS ENDED MAY 31 9 MONTHS ENDED MAY 31
2004 2003 2004 2003
$ $ $ $
- ---------------------------------------------------------------------------------------------------------------
REVENUE
Product sales 3,145,457 10,581,232 15,984,465 26,314,342
Service sales 1,152,678 701,102 2,402,343 1,707,616
- ---------------------------------------------------------------------------------------------------------------
4,298,135 11,282,334 18,386,808 28,021,958
- ---------------------------------------------------------------------------------------------------------------
COST OF SALES
Product sales 2,767,976 9,720,280 13,086,739 24,408,777
Service sales 64,277 74,090 358,494 196,707
- ---------------------------------------------------------------------------------------------------------------
2,832,253 9,794,370 13,445,233 24,605,484
- ---------------------------------------------------------------------------------------------------------------
GROSS PROFIT 1,465,882 1,487,964 4,941,575 3,416,474
OPERATING EXPENSES
Selling, general and administrative expenses 1,717,819 2,166,544 5,942,844 6,428,657
Depreciation and amortization 95,783 313,460 378,062 939,392
- ---------------------------------------------------------------------------------------------------------------
1,813,602 2,480,004 6,320,906 7,368,049
- ---------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS (347,720) (992,040) (1,379,331) (3,951,575)
Interest expense 396,435 618,832 1,014,648 1,835,601
(Gain) loss on short-term investments 202,398 -- (120,343) --
(Gain) loss on disposal of investments/property (76,458) -- (181,010) 248,587
- ---------------------------------------------------------------------------------------------------------------
Loss before provision for income taxes (870,095) (1,610,872) (2,092,626) (6,035,763)
Provision for income taxes -- 19,500 -- 1,305
- ---------------------------------------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS (870,095) (1,630,372) (2,092,626) (6,037,068)
- ---------------------------------------------------------------------------------------------------------------
DISCONTINUED OPERATIONS
(Gain) loss on sale of subsidiary -- (829,196) 1,759,312 (829,196)
(Loss) Gain from discontinued operations (net of
applicable income tax of $0) -- 436,567 818,414 (584,258)
Gain on disposal on debt -- -- -- 2,051,215
- ---------------------------------------------------------------------------------------------------------------
GAIN (LOSS) FROM DISCONTINUED OPERATIONS -- (392,629) 2,577,726 637,761
- ---------------------------------------------------------------------------------------------------------------
NET INCOME (LOSS) (870,095) (2,023,001) 485,100 (5,399,307)
OTHER COMPREHENSIVE INCOME - FOREIGN CURRENCY
TRANSLATION (136,390) 881,780 (23,663) 1,003,904
- ---------------------------------------------------------------------------------------------------------------
COMPREHENSIVE INCOME (LOSS) (1,006,485) (1,141,221) 461,437 (4,395,403)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
INCOME (LOSS) PER SHARE:
Basic and diluted from continuing operations (0.06) (0.15) (0.15) (0.56)
Basic and diluted from discontinued operations -- (0.04) 0.18 0.06
VNet income (loss) per share (0.06) (0.19) 0.03 (0.50)
- ---------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------
Basic weighted average number of common shares
outstanding 14,218,487 10,744,234 14,269,863 10,744,234
Diluted weighted average number of common shares
outstanding 14,218,487 10,744,234 14,269,863 10,744,234
- ---------------------------------------------------------------------------------------------------------------
The accompanying notes form an integral part of these
consolidated financial statements.
- 4 -
CHELL GROUP CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE NINE MONTHS ENDED MAY 31, 2004 AND MAY 31, 2003
(EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)
- ------------------------------------------------------------------------------------------------
2004 2003
$ $
- ------------------------------------------------------------------------------------------------
OPERATING ACTIVITIES
Net income (loss) for the period 485,100 (5,399,307)
Adjustments to reconcile net loss to net cash
used in operating activities:
(Gain) loss on sale of subsidiary (1,759,314) 829,196
Investment gain (120,343) --
(Gain) loss on disposal/sale of capital assets (181,010) 248,587
Depreciation and amortization 378,062 2,694,171
Bad debt allowance 219,083 175,860
Interest cost from amortization of discount 62,923 752,713
Gain on settlement of debt -- (2,051,215)
Due from stockholder -- 227,365
Changes in assets and liabilities:
Decrease (increase) in short-term investments
Decrease (increase) in accounts receivable, trade 1,345,675 34,543
Decrease (increase) in inventory (25,878) (803)
Decrease (increase) in prepaid expenses 67,502 (21,715)
Decrease (increase) in other assets (53,396) 94,091
Increase (decrease) in accounts payable and accrued liabilities 240,743 2,406,141
Increase (decrease) in accrued interest payable (63,731) 774,712
Increase (decrease) in income taxes payable (25,662) 73,155
Increase (decrease) in deferred revenue (137,121) (377,031)
- ------------------------------------------------------------------------------------------------
CASH PROVIDED BY OPERATING ACTIVITIES 432,633 460,463
- ------------------------------------------------------------------------------------------------
INVESTING ACTIVITIES
Purchase of property and equipment (112,990) (202,327)
Proceeds from disposal of property and equipment 1,460,308 264,759
Investment on BPS (225,770) --
eTelligent payment (50,000) --
Proceeds from the sale of GalaVu -- 176,003
- ------------------------------------------------------------------------------------------------
CASH PROVIDED BY INVESTING ACTIVITIES 1,071,548 238,435
- ------------------------------------------------------------------------------------------------
FINANCING ACTIVITIES
Bank Indebtedness 297,047 167,628
Net borrowings on line of credit (583,971) (716,994)
Borrowings from related parties 184,379 400,000
Payments to Logicorp shareholders (65,649) (148,655)
Borrowings from Logicorp shareholders -- 303,603
Repayment of notes and loans payable (1,184,632) (577,460)
- ------------------------------------------------------------------------------------------------
CASH USED IN FINANCING ACTIVITIES (1,352,826) (571,878)
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
EFFECTS OF FOREIGN EXCHANGE (62,950) (46,010)
- ------------------------------------------------------------------------------------------------
NET INCREASE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD FROM 88,405 81,010
CONTINUING OPERATIONS
NET INCREASE IN CASH AND CASH EQUIVALENTS DURING THE PERIOD FROM (272,540) (156,728)
DISCONTINUE OPERATIONS
Cash and cash equivalents, beginning of period 327,685 107,258
- ------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD 143,550 31,540
- ------------------------------------------------------------------------------------------------
Income taxes paid -- --
Interest paid 482,700 557,752
The accompanying notes are an integral part of these consolidated financial
statements.
- 5 -
CHELL GROUP CORPORATION
AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED MAY 31, 2004 AND MAY 31, 2003 (UNAUDITED)
NOTE 1. BASIS OF PRESENTATION
The accompanying financial statements for the interim periods are
unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial position and operating results for the periods
presented. These financial statements should be read in conjunction with the
financial statements and notes thereto, together with Management's Discussion
and Analysis of Financial Condition and Results of Operations, contained in the
Annual Report on Form 10-K of Chell Group Corporation (the "Company")
(Commission No.0-18066), filed with the Securities and Exchange Commission on
May 13, 2004. The results of operations for the three and nine months ended May
31, 2004 are not necessarily indicative of the results for the full fiscal year
ending August 31, 2004.
NOTE 2. GENERAL
The financial statements of the Company for the three and nine months
ended May 31, 2004 (the "2004 Third Fiscal Quarter" and "2004 First Three Fiscal
Quarters")), include the operations of the Company's wholly-owned subsidiaries
Chell Merchant Capital Group Inc. ("CMCG"), Chell.com (USA) Inc., and 3484751
Canada Inc.. The financial statements also CMCG's wholly-owned subsidiaries
Logicorp Data Systems Ltd. and Logicorp Service Group Ltd., 123557 Alberta Ltd.,
and 591360 Alberta Ltd., which will be together referred to as "Logicorp" and
Logicorp's wholly-owned subsidiary eTelligent Solutions Inc. ("eTelligent).
Discontinued operations consist of NTN Interactive Network Inc. ("NTNIN") which
was sold on December 15, 2003 and GalaVu Entertainment Network Inc. ("GalaVu")
which was sold April 25, 2003. Effective August 8, 2004, the Company's
previously wholly-owned subsidiaries, Logicorp Data Systems Inc., and Logicorp
Service Group Inc. (together, "Logicorp") issued common shares to NewMarket
Technologies, a publicly-traded company for $2.1 million USD, such that
NewMarket holds 51% of the outstanding equity securities of Logicorp. In
exchange for 51% of these subsidiaries, NewMarket will pay $1.1 million in cash
and $1.0 million will be paid to Logicorp according to the terms of a $1.0
million, 24-month promissory note
The financial statements of the Company for the three and nine months
ended May 31, 2003 (the "2003 Third Fiscal Quarter" and "2003 First Three Fiscal
Quarters"), include the operations of the Company's wholly-owned subsidiaries
CMCG, Chell.com (USA) and 3484751 Canada Inc.. The financial statements also
CMCG's wholly-owned subsidiaries Logicorp Data Systems Ltd. and Logicorp Service
Group Ltd., 123557 Alberta Ltd., and 591360 Alberta Ltd., which will be together
referred to as "Logicorp". Discontinued operations consist of NTNIN (sold
December 15, 2003), GalaVu (sold April 25, 2003).
Prior period's figures have been reclassified to be consistent with any
reclassifications in the current period.
- 6 -
NOTE 3. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS
In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-lived Assets (SFAS 144), that is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. The new
rules on asset impairment supersede SFAS 121, Accounting for the impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and portions of
Accounting Principles Board Opinion 30, "Reporting the Results of Operations."
This Standard provides a single accounting model for long-lived assets to be
disposed of and significantly changes the criteria that would have to be met to
classify an asset as held-for-sale. Classification as held-for-sale is an
important distinction since such assets are not depreciated and are stated at
the lower of fair value and carrying amount. This Standard also requires
expected future operating losses from discontinued operations to be displayed in
the period(s) in which the losses are incurred, rather than as of the
measurement date as presently required. The Company is currently assessing the
potential impact of SFAS 144 on the operating results and financial position.
In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, business combinations can no longer be
reflected by using the pooling of interests method of accounting and goodwill
(and intangible assets deemed to have indefinite lives) will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statements. Other intangible assets will continue to be amortized over their
useful lives.
- 7 -
NOTE 4 - SEGMENT INFORMATION (UNAUDITED)
The following describes the performance by segment for the three and nine months
ended May, 2004 and 2003:
- ------------------------------------------------------------------------------------------------
FOR THE THREE MONTHS For the Nine months Ended May
ENDED MAY 31 31
2004 2003 2004 2003
$ $ $ $
- ------------------------------------------------------------------------------------------------
EXTERNAL REVENUE
Systems Integration 4,298,135 11,282,334 18,386,808 28,021,958
- ------------------------------------------------------------------------------------------------
4,298,135 11,282,334 18,386,808 28,021,958
- ------------------------------------------------------------------------------------------------
OPERATING PROFIT (LOSS)
Systems Integration 28,640 (502,837) (308,106) (2,207,257)
Corporate (376,360) (489,203) (1,071,225) (1,744,318)
- ------------------------------------------------------------------------------------------------
(347,720) (992,040) (1,379,331) (3,951,575)
- ------------------------------------------------------------------------------------------------
NET INCOME (LOSS)
Systems Integration (207,516) (647,880) (740,395) (2,584,688)
Corporate (662,579) (982,492) (1,352,232) (3,452,380)
Discontinued operations -- (392,629) 2,577,727 637,761
- ------------------------------------------------------------------------------------------------
(870,095) (2,023,001) 485,100 (5,399,307)
- ------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------
As at
MAY 31, 2004 May 31, 2003
$ $
- ------------------------------------------------------------------------------------------------
TOTAL ASSETS
Systems Integration 3,335,078 5,731,433
Corporate 1,450,986 1,778,127
Discontinued operations -- 804,598
- ------------------------------------------------------------------------------------------------
4,786,064 8,314,158
- ------------------------------------------------------------------------------------------------
- 8 -
NOTE 5. EARNINGS PER SHARE
Earnings per share were calculated in accordance with Statement of
Financial Accounting Standards No. 128. The following table sets forth the
computation of basic and diluted earnings per share for the three and nine
months ended May 31, 2004 and May 31, 2003 unaudited.
- ----------------------------------------------------------------------------------------------------------------
For the Three Months For the Nine months
Ended May 31 Ended May 31
2004 2003 2004 2003
$ $ $ $
- ----------------------------------------------------------------------------------------------------------------
NUMERATOR:
Net loss (numerator for basic and diluted loss per
share) from continuing operations (870,095) (1,630,372) (2,092,626) (6,037,068)
Net income (loss) (numerator for basic and diluted
income (loss) per share) from discontinued operations -- (392,629) 2,577,726 637,761
- ----------------------------------------------------------------------------------------------------------------
Net income (loss) (numerator for basic and diluted
income (loss) per share) (870,095) (2,023,001) 485,100 (5,399,307)
================================================================================================================
DENOMINATOR FOR BASIC AND DILUTED INCOME (LOSS) PER
SHARE -adjusted weighted average number of shares and
assumed conversions 14,218,487 10,744,234 14,269,863 10,744,234
================================================================================================================
Basic and diluted loss per share from continuing (0.06) (0.15) (0.15) (0.56)
operations
Basic and diluted income (loss) per share from
discontinued operations -- (0.04) 0.18 0.06
- ----------------------------------------------------------------------------------------------------------------
Net income (loss) per share (0.06) (0.19) 0.03 (0.50)
================================================================================================================
NOTE 6. GAIN ON SALE OF PROPERTY/ASSETS
GAIN ON DISPOSAL OF PROPERTY
On December 19, 2003, we sold an approximately 25,000 square foot parcel
of land, located at 14 Meteor Drive in Toronto, Ontario, on which stands a
12,500 square foot, one story building. We sold this land and building to an
unrelated party. The transaction is outlined below:
- ----------------------------------------------
Proceeds $730,000
NBV of Building and Land 576,016
Commission 43,866
Release costs/legal fees 5,566
- ----------------------------------------------
Gain from sale of Property $104,552
- ----------------------------------------------
On March 7, 2004, we sold an approximately 29,000 square foot parcel of
land, located at 10 Meteor Drive, Toronto, Ontario, on which stands a 14,000
square foot, two story building. We sold this land and building to an unrelated
party. The transaction is outlined below:
- ----------------------------------------------
Proceeds $710,000
NBV of Building and Land 584,985
Commission 47,557
Legal Fees 1,000
- ----------------------------------------------
Gain from sale of Property $ 76,458
- ----------------------------------------------
- 9 -
GAIN ON SALE OF SUBSIDIARY
Effective the 15th day of December, 2003, the Company sold to NTN
Communications, Inc. (Amex: NTN) the assets and certain liabilities of NTN
Interactive Network, Inc. The Company sold NTN Interactive Network's assets for
approximately USD$1.55 million. The consideration was composed of USD$250,000 in
cash, USD$650,000 in shares of unregistered NTN common stock (approximately
238,000 shares valued at the closing market price on the date of sale which was
$2.73 per share). The Company intends to hold the shares of NTN for an
indeterminate period of time, no less than the required time for Rule 144
restrictions to be removed. The remainder of the purchase price was based upon
the application of unpaid licensing payables (approximating USD$650,000) owed to
NTN Communications, Inc., at the closing of the transaction.
The Company has adopted SFAS 144 and as a result the Fiscal balances have
been restated in order to conform with the presentation of Fiscal 2004 financial
presentation. Interactive is reported as part of the discontinued business
segment (previously entertainment segment).
In an effort to streamline and focus the Company's resources on its
core business segment of systems integration, all other segments were decided to
be discontinued. Interactive had historical been profitable, provided positive
cash flows and faced little or no competition; however the organization no
longer strategically fit with the Company and the asset were sold.
Details of the transaction are detailed below
- ----------------------------------------------
Proceeds
Shares $ 853,125
Loan receivable 328,125
Assets sold (953,267)
Liabilities assumed 1,531,330
- ----------------------------------------------
Gain from sale of subsidiary $1,759,313
- ----------------------------------------------
NOTE 7. RESIGNATION OF KEY EXECUTIVE
Effective April 28, 2004, Stephen McDermott resigned his posts of Chief
Executive Officer and Chairman of the Board. David Bolink, current Board Member
has been appointed Chief Executive Office and Chairman of the Board
NOTE 8. INVESTMENT IN BROKER PAYMENT SERVICES
On May 26, 2004, the Company founded a new Canadian subsidiary
corporation, 1109822 Alberta Ltd. This wholly-owned subsidiary was created to
act as a holding company for investments in various sectors, including
electronic payment processing. 1109822 Alberta Ltd. has purchased 33 Units of a
Canadian limited partnership, Tech Income Limited Partnership 1 ("Tech Income")
for CDN$495,000 (approximately US$390,000 at current exchange rates). Tech
Income was founded in early 2004 with the objective of building products and
services to compete in the growing online payment processing industry. Tech
Income is currently carrying on business as "Broker Payment Systems" or "BPS".
This is an electronic payment transfer system which facilitates payments and
transfers of funds securely and in real time to and from equity brokerage firms
for investing clients. BPS is currently marketing this system in the United
States. Management of the Company (and its subsidiary) believes that the Chell
Group can better profit from the expected growth in this sector by pooling
resources with Tech Income (and its existing product offering) rather than by
moving into this area alone. The most recent information provided to us by Tech
Income (as at September 15, 2004) shows that 1109822 Alberta Ltd. holds
approximately 32% of Tech Income's issued and outstanding units. This position
may be diluted as Tech Income continues to sell units to other investors. The
Company expects to account for this under the equity method of accounting.
- 10 -
Broker Payment Management Inc., which works with Tech Income in
distributing the BPS products and services, has been invested in directly by the
Company ($495,000 Cdn has been advanced as of June 18, 2004). Chell Group
currently (as at October 18, 2004) holds approximately 19% of Broker Payment
Management Inc.'s equity shares. The Company expects to account for this under
the cost method of accounting.
NOTE 9. SUBSEQUENT EVENTS
[A] LOGICORP ADVANCES
During 2003, B.O.T.B., an affiliated company, advanced Logicorp Data
Systems $820,000. The advance is due on demand and did not carry a stated
interest rate. Due to its long-term nature, the Company has imputed interest on
the advance at a rate of 9%.
[B] SALE OF LOGICORP
Effective August 8, 2004, the Company's previously wholly-owned
subsidiaries, Logicorp Data Systems Inc., and Logicorp Service Group Inc.
(together, "Logicorp") issued common shares to NewMarket Technologies
("NewMarket"), a publicly-traded company for $2.1 million USD, such that
NewMarket holds 51% of the outstanding equity securities of Logicorp. In
exchange for 51% of these subsidiaries, NewMarket will pay Logicorp $1.1 million
in cash at closing. An additional $1.0 million will be paid to Logicorp
according to the terms of a $1.0 million, 24-month promissory note. As a result
of this transaction, the Company holds the remaining 49% of the outstanding
shares of Logicorp.
Twelve (12) months following the first anniversary of the purchase of the
51% interest, if Logicorp has achieved annual sales of at least $18,000,000 with
at least a breakeven profit, Chell Group will have an option to require
NewMarket to acquire the remaining 49% of the sellers remaining stock for a
purchase price of $1,900,000 to be paid in NewMarket stock with piggyback
registration rights. NewMarket will have an equal right to require the sale of
Chell Group's remaining 49% stock position in Logicorp under the same
performance conditions.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
GENERAL
Management is responsible for preparing the Company's consolidated
financial statements and related information that appears in this Form 10-Q.
Management believes that the consolidated financial statements fairly reflect
the form and substance of transactions and reasonably present the Company's
consolidated financial condition and results of operations in conformity with
accounting principles generally accepted in the United States of America
("GAAP"). Management has included in the Company's consolidated financial
statements amounts that are based on estimates and judgments, which it believes
are reasonable under the circumstances. The Company maintains a system of
internal accounting policies, procedures and controls intended to provide
reasonable assurance, at the appropriate cost, that transactions are executed in
accordance with the Company's authorization and are properly recorded and
reported in the consolidated financial statements, and that assets are
adequately safeguarded.
The Company's operations are primarily conducted through its 100% owned
subsidiaries: Logicorp Data Systems Ltd. ("LDS"), and Logicorp Service Group
Ltd., ("LSG") and LDS wholly-owned subsidiary eTelligent Solutions Inc.
("eTelligent").
- 11 -
The following discussion addresses the financial condition and results of
operations of the Company. This discussion should be read in conjunction with
the Company's Annual Report on Form 10-K for the fiscal year ended August 31,
2003 and with the Company's unaudited consolidated interim financial statements
as of May 31, 2004 and for the three and nine month periods ended May 31, 2004
and 2002 contained herein.
Results for any interim periods are not necessarily indicative of results for
any full year.
CORPORATE BACKGROUND
We are engaged in the business of providing interactive entertainment
services and systems integration services. Our core businesses are the systems
integration services provided by our Logicorp Data Systems Ltd. subsidiary and
the interactive entertainment services provided by our NTN Interactive Network
and GalaVu Entertainment Network Inc. subsidiaries.
As of May 31, 2004, we had a working capital deficit of $23,236,518 and an
accumulated deficit of $50,965,883. We generated revenues of $11,282,334 for the
2004 First Three Fiscal Quarters and incurred a net income of $485,100. In
addition, during the 2004 Fiscal Year, net cash used in operating activities was
$432,633.
We are in a transitional stage of operations and, as a result, the
relationships between revenue, cost of revenue, and operating expenses reflected
in the financial information included in this annual file do not represent
future expected financial relationships. Accordingly, we believe that, at our
current stage of operations period-to-period comparisons of results of
operations are not meaningful.
PLAN OF OPERATIONS
Our business strategy is to divest ourselves of non-core operating and
wind up all non-operating companies. While at the same time refocusing our
energies in our core companies and bring these operations to profitable
operations. Our core operations are the systems integration segment companies.
We will be bringing our corporate entity current with all of its filings and
will begin to petition for market status. While all the time looking for new
opportunities that may arise in order to increase our value and profitability.
We expect our general and administrative costs to increase in future
periods due to our operating as a public company whereby we will incur added
costs for filing fees, increased professional services and insurance costs.
RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED MAY 31, 2004 COMPARED TO THE
THREE MONTHS ENDED MAY 31, 2003.
The Company's total revenues for the 2004 Third Fiscal Quarter were
$4,298,135, compared to $11,282,334 for the 2003 Third Fiscal Quarter, a
decrease of $6,984,199 or 61.9%. Logicorp experienced a major decrease in its
sales levels, due to changes in sales staff, slumping technology market and
decreased government expenditures.
Total cost of sales for the 2004 Third Fiscal Quarter were $2,832,253
compared to $9,794,370 for the 2003 Third Fiscal Quarter, a decrease of
$6,962,117 or 71.1%. The decrease results from decreased costs associated with
our service sales and changes to product mix.
Total selling, general and administrative expenses for the 2004 Third
Fiscal Quarter were $1,717,819, compared to $2,166,544 for the 2003 Third Fiscal
Quarter, a decrease of $448,725 or 20.7%. The decrease can be attributed to
decreases in accounting and legal fees and decreased operating costs, main in
the area of salaries. As a percentage of total revenue these costs increased to
40.0% from 19.2% in the 2003 Third Fiscal Quarter.
- 12 -
Interest and bank charges for the 2004 Third Fiscal Quarter were $396,435,
compared to $618,832 for the 2003 Third Fiscal Quarter, a decrease of $222,397
or 35.9%. The decrease results from no more amortization of the discount on the
convertible debt. As a percentage of total revenue these costs increased to 9.2%
from 5.5% in the 2003 Third Fiscal Quarter.
There was a $202,398 loss on short-term investments resulting from an
increase in the share of the shares being held. The shares were the 238,000
shares of NTN Communications Inc. (Amex:NTN) received from the sale of
Interactive's assets. There is no similar transaction in the 2003 Third Fiscal
Quarter as the transaction was effective December 15, 2003.
There was a $76,458 gain on the disposal of property. This gain resulted
from the sale of an approximately 29,000 square foot parcel of land, located at
14 Meteor Drive in Toronto, Ontario, on which stands a 14,000 square foot, one
story building. On March 9, 2004, we sold this land and building to an unrelated
third party for $710,000.
There was no recovery of or provision for income taxes recorded in the
2004 Third Fiscal Quarter compared with a $19,500 provision for income taxes for
the 2003 Third Fiscal Quarter. As the tax provision is based upon the individual
companies' taxable income, a minimal provision was incurred, as not all the
companies are in a taxable position. There are no deferred tax assets recorded
by the Company.
As a result of all of the above, the net loss from continuing operations
for the 2004 Third Fiscal Quarter was $870,095, compared to net loss of
$1,630,372 for the 2003 Third Fiscal Quarter, a decrease of $760,277. The
decrease in loss was primarily the result of decreased operating losses and
decreased interest costs.
The loss from discontinued operations for the 2004 Third Fiscal Quarter
was $nil, compared to net loss of $392,629 for the 2003 Third Fiscal Quarter.
All of the discontinued operations have been sold.
As a result of all of the above, the net loss for the 2004 Third Fiscal
Quarter was $870,095, compared to net loss of $2,023,001 for the 2003 Third
Fiscal Quarter, a decrease of $1,152,906. The 2004 Third Fiscal Quarter reduced
loss resulted primarily from decreased losses from discontinued operations and
continuing operations and decreased interest costs.
RESULTS OF OPERATIONS FOR THE NINE MONTHS ENDED MAY 31, 2004 COMPARED TO THE
NINE MONTHS ENDED MAY 31, 2003.
The Company's total revenues for the 2004 First Three Fiscal Quarters are
$18,386,808, compared to $28,021,958 for the 2003 First Three Fiscal Quarters, a
decrease of $9,635,150 or 34.4%. Logicorp experienced a major decrease in its
sales levels, due to changes in sales staff, slumping technology market and
decreased government expenditures.
Total cost of sales for the 2004 First Three Fiscal Quarters were
$13,445,233 compared to $24,605,484 for the 2003 First Three Fiscal Quarters, a
decrease of $11,160,251 or 45.4%. The decrease results from decreased costs
associated with our service sales and changes to product mix.
Total selling, general and administrative expenses for the 2004 First
Three Fiscal Quarters were $5,942,844, compared to $6,428,657 for the 2003 First
Three Fiscal Quarters, a decrease of $485,813 or 7.6%%. The decrease can be
attributed to decreases in accounting and legal fees and decreased operating
costs, main in the area of salaries.
Interest and bank charges for the 2004 First Three Fiscal Quarters were
$1,014,648, compared to $1,835,601 for the 2003 First Three Fiscal Quarters, a
decrease of $820,953or 44.7%. The decrease results from no more amortization of
the discount on the convertible debt.
- 13 -
There was a $120,343 gain on short-term investments resulting from an
increase in the share of the shares being held. The shares were the 238,000
shares of NTN Communications Inc. (Amex:NTN) received from the sale of
Interactive's assets. There is no similar transaction in the 2003 First Three
Fiscal Quarters as the transaction was effective December 15, 2003.
There was an $181,010 gain on the disposal of property for the 2004 First
Three Fiscal Quarters compared to a loss $248,587 for the 2003 First Three
Fiscal Quarters. The gain resulted from the sale of two properties the company
owned located at 14 and 10 Meteor Drive in Toronto, Ontario. The loss resulted
from sale of another property the company had a 775 Pacific Road in Oakville,
Ontario. All properties were sold to unrelated parties.
There was no provision for income taxes recorded in the 2004 First Three
Fiscal Quarters compared with a $1,305 provision for income taxes for the 2003
First Three Fiscal Quarters. As the tax provision is based upon the individual
companies' taxable income, a minimal provision was incurred, as not all the
companies are in a taxable position. There are no deferred tax assets recorded
by the Company.
As a result of all of the above, the net loss from continuing operations
for the 2004 First Three Fiscal Quarters was $2,092,626, compared to net loss of
$6,037,068 for the 2003 First Three Fiscal Quarters, a decrease of $3,944,442 or
65.3%. The decrease in loss was primarily the result of decreased operating
costs.
The gain from discontinued operations for the 2004 First Three Fiscal
Quarters was $2,577,726, compared to a gain of $637,761 for the 2003 First Three
Fiscal Quarters, an increase of $1,939,965. This gain was primarily the result
of the gain from the sale of discontinued operations compared to a loss and the
income from discontinued operations compared to losses.
As a result of all of the above, the net income for the 2004 First Three
Fiscal Quarters was $485,100, compared to net loss of $5,399,307 for the 2003
First Three Fiscal Quarters, an increase of $5,884,407. The 2004 First Three
Fiscal Quarters reduced loss resulted primarily from decreased operating losses
from continuing and discontinued operations.
LIQUIDITY AND CAPITAL RESOURCES
The Company's working capital deficit changed from $23,191,579 at August
31, 2003 to $23,236,518 at May 31, 2004, an increase of $44,939.
For the 2004 First Three Fiscal Quarters, the Company had a net decrease
of cash of $184,134 compared to a net increase of $75,718 in the 2003 First
Three Fiscal Quarters.
Cash provided by operating activities for the 2004 First Three Fiscal
Quarters was $432,633, compared to $460,463 provided by operating activities in
the 2003 First Three Fiscal Quarters. In 2003, the major items that contributed
to cash being provided by operating activities were as follows: the decrease in
accounts receivable of $1,345,675 and the increase in accounts payable and
accrued liabilities of $240,743. The major items that contributed to cash being
provided used in operating activities were as follows: net income with non-cash
expenses added back of $915,499 and the decrease in deferred revenue of
$137,121. In 2003, the major item that contributed to cash being provided by
operating activities were the increase in accounts payable and accrued
liabilities of $2,406,141 and the increase in interest payable of $774,712. The
major sources of cash used in operating activities included net loss with
non-cash expenses added back of $2,522,630 and the decrease in deferred revenue
of $377,031.
Cash provided by investing activities in the 2004 First Three Fiscal
Quarters was $1,071,548 compared to the $238,435 provided by investing
activities in the 2003 First Three Fiscal Quarters, an increase of $833,113. The
increase was the result of the sale of Interactive's assets along with purchase
of BPS.
- 14 -
Cash used in financing activities in the 2004 First Three Fiscal Quarters
was $1,352,826, compared to the $571,878 used in the 2003 First Three Fiscal
Quarters. The increase is primarily due to the payments on debt on the sale of
the related assets.
Our business plan for 2003 contemplates obtaining additional working
capital through refinancing or restructuring of our existing loan agreements,
reducing operating overhead (which has already begun through workforce
consolidation), and the possible sale of some of our existing subsidiaries. Our
management is of the opinion that they will be able to obtain enough working
capital and that together with funds provided by operations, there will be
sufficient working capital for the Company's requirements.
- 15 -
CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.
The Company and its representatives may, from time to time, make written
or oral forward-looking statements with respect to their current views and
estimates of future economic circumstances, industry conditions, company
performance and financial results. These forward-looking statements are subject
to a number of factors and uncertainties, which could cause the Company's actual
results and experiences to differ materially from the anticipated results and
expectations, expressed in such forward-looking statements. The Company cautions
readers not to place undue reliance on any forward-looking statements, which
speak only as of the date made. Among the factors that may affect the operating
results of the Company are the following: (i) fluctuations in the cost and
availability of raw materials, such as feed grain costs in relation to
historical levels; (ii) market conditions for finished products, including the
supply and pricing of alternative proteins which may impact the Company's
pricing power; (iii) risks associated with leverage, including cost increases
attributable to rising interest rates; (iv) changes in regulations and laws,
including changes in accounting standards, environmental laws, occupational and
labor laws, health and safety regulations, and currency fluctuations; and (v)
the effect of, or changes in, general economic conditions.
This management discussion and analysis of the financial condition and
results of operations of the Company may include certain forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including, without limitation, statements with respect to anticipated future
operations and financial performance, growth and acquisition opportunity and
other similar forecasts and statements of expectation. Words such as expects,
anticipates, intends, plans, believes, seeks, estimates, should and variations
of those words and similar expressions are intended to identify these
forward-looking statements. Forward-looking statements made by the Company and
its management are based on estimates, projections, beliefs and assumptions of
management at the time of such statements and are not guarantees of future
performance. The Company disclaims any obligations to update or review any
forward-looking statements based on the occurrence of future events, the receipt
of new information or otherwise.
Actual future performance outcomes and results may differ materially from
those expressed in forward-looking statements made by the Company and its
management as a result of a number of risks, uncertainties and assumptions.
Representative examples of these factors include, without limitation, general
industrial and economic conditions; cost of capital and capital requirements;
shifts in customer demands; changes in the continued availability of financial
amounts and the terms necessary to support the Company's future business.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
INFLATION
The rate of inflation has had little impact on the Company's operations or
financial position during the three months ended November 30, 2002 and November
30, 2001 and inflation is not expected to have a significant impact on the
Company's operations or financial position during the 2003 Fiscal Year.
FOREIGN EXCHANGE RISK
The Company pays a number of its suppliers, including its licensor and
principal supplier, NTN Communications, Inc., in US dollars, in addition the
Company holds a large amount of US dollar debt, fluctuations in the value of the
Canadian dollar against the US dollar will have an impact on its gross profit as
well as its net income. If the value of the Canadian dollar falls against the US
dollar, the cost of sales of the Company will increase thereby reducing its
gross profit and net income. Conversely, if the value of the Canadian dollar
rises against the US dollar, its gross profit and net income will increase.
- 16 -
As of May 31, 2004, the Company had outstanding indebtedness of
approximately $5.3 million denominated in U.S. dollars. The potential foreign
exchange loss resulting from a hypothetical 10% increase for the nine months
ended May 31, 2004 in the devaluation of the Cdn/US dollar exchange rate would
be approximately $530,000. This loss would be reflected in the balance sheet as
increases in the principal amount of its dollar-denominated indebtedness and in
the income statement as an increase in foreign exchange losses, reflecting the
increased cost of servicing dollar-denominated indebtedness. This analysis does
not take into account the positive effect that the hypothetical increase would
have on accounts receivable and other assets denominated in U.S. dollars.
ITEM 4. CONTROLS AND PROCEDURES
As of the end of the period covered by this quarterly report, an
evaluation was performed under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and Chief Accounting
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Section 13a-15(e) and
15d-15(3) of the Securities Exchange Act of 1934, as amended). Based on that
evaluation, the Chief Executive Officer and Chief Accounting Officer concluded
that the design and operation of these disclosure controls and procedures were
effective.
There have been no significant changes in the Company's internal controls
over financial reporting that occurred during the Company's Third Fiscal Quarter
that has materially affected or is reasonably likely to materially affect, the
Company's internal control over financial reporting.
- 17 -
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
None.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS
Not Applicable
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
The following list sets forth the applicable exhibits (numbered in
accordance with Item 601 of Regulation S-K) required to be filed with this
Quarterly Report on Form 10-Q:
Exhibit
Number Description of Exhibit Location
2.1 Stock Purchase Agreement, dated October 1, 1996, among Connolly-Daw
Holdings Inc., 1199846 Ontario Ltd., Douglas Connolly, Wendy Connolly and
NTN Interactive Network Inc., minus Schedules thereto....................
+1, Exh. 10.1
3.1 Articles of Incorporation, as amended to date p. 59
3.2 By-Laws, as amended to date p. 62
4.1 Specimen Stock Certificate p. 71
10.1 License Agreement, dated March 23, 1990, between NTN Communications, Inc.
and NTN Interactive Network Inc. +2, Exh. 10.9
10.2 Stock Purchase Agreement, dated as of October 4, 1994, between NTN Canada
and NetStar Enterprises Inc. (formerly, Labatt Communications Inc.)......
+3, Exh. A
10.3 Option, dated as of October 4, 1994, registered in the name of NetStar
Enterprises Inc. (formerly, Labatt Communications Inc)................... +3, Exh. B
10.4 Designation Agreement dated as of October 4, 1994, among NTN Canada,
Inc., NTN Interactive Network Inc. and NetStar Enterprises Inc. (formerly
Labatt Communications Inc.) +3, Exh. C
10.5 Registration Rights Agreement, dated as of October 4, 1994, between NTN
Canada and NetStar Enterprises Inc. (formerly, Labatt Communications Inc.)
+3, Exh. D
-18-
10.6 Promissory Note of NTN Interactive Network Inc. registered in the name of
Connolly-Daw Holdings, Inc. +1, Exh. 10.2
10.7 Promissory Note of NTN Interactive Network Inc., registered in the name
of 1199846 Ontario Ltd. +1, Exh. 10.3
10.8 Option Agreement, dated October 1, 1996, among Connolly-Daw Holdings
Inc., NTN Interactive Network Inc. and NTN Canada, Inc...................
+1, Exh. 10.5
10.9 Option Agreement, dated October 1, 1996, among 1199846 Ontario Ltd., NTN
Interactive Network Inc. and NTN Canada, Inc. +1, Exh. 10.6
10.10 Registration Rights Agreement, dated October 1, 1996, among NTN Canada,
Inc., Connolly-Daw Holdings Inc. and 1199846 Ontario Ltd.................
+1, Exh. 10.4
10.11 Employment Agreement dated as of August 31, 1994, between NTN Interactive
Network Inc. and Peter Rona +4, Exh. 10.11
10.12 Management Agreement dated October 1, 1996, between Magic Lantern
Communications Ltd. and Connolly-Daw Holdings Inc. +4, Exh. 10.12
10.13 Employment Agreement dated October 1, 1996, between Magic Lantern
Communications Ltd. and Douglas Connolly +4, Exh. 10.13
10.14 Employment Agreement dated October 1, 1996, between Magic Lantern
Communications Ltd. and Wendy Connolly +4, Exh. 10.14
10.15 Asset Purchase Agreement, dated September 10, 1999, by and between
1373224 Ontario Limited, Networks North Inc. and Arthur Andersen Inc., to
acquire the property and assets of GalaVu Entertainment Inc., from the
person appointed by the court of competent jurisdiction as the receiver
or receiver and manager of the property, assets and undertaking of
GalaVu. +5, Exh. 10.15
10.16 Promissory Note, dated September 10, 1999, by and between 1373224 Ontario
Limited, as Debtor, and the Holder, as Creditor. +5, Exh. 10.16
10.17 General Security Agreement, dated September 10, 1999, by and between
1373224 Ontario Limited, to acquire the property and assets of GalaVu
Entertainment Inc., from the person appointed by the court of competent
jurisdiction as the receiver or receiver and manager of the property,
assets and undertaking of GalaVu. +5, Exh. 10.17
10.18 Securities Pledge Agreement, dated September 10, 1999, by and between
1373224 Ontario Limited to acquire the property and assets of GalaVu
Entertainment Inc., from the person appointed by the court of competent
jurisdiction as the receiver or receiver and manager of the property,
assets and undertaking of GalaVu. +5, Exh. 10.18
10.19 Certificate to the Escrow Agent certifying that the conditions of Closing
have been satisfied or waived. +5, Exh. 10.19
10.20 Certificate to the Escrow Agent certifying that the conditions of Closing
have not been satisfied or waived. +5, Exh. 10.20
10.21 Occupancy and Indemnity Agreement, dated September 10, 1999, by and
between 1373224 Ontario Limited to acquire the property and assets of
GalaVu Entertainment Inc., from the person appointed by the court of
competent jurisdiction as the receiver or receiver and manager of the
property, assets and undertaking of GalaVu. +5, Exh. 10.21
10.22 Order of the Ontario Superior Court of Justice, dated September, 1999,
approving the transaction contemplated herein, and vesting in the
Purchaser the right, title and interest of GalaVu and the Receiver, if
any, in and to the Purchased Assets, free and clear of the right, title
and interest of any other person other than Permitted Encumbrances.......
+5, Exh. 10.22
10.23 Bill of Sale, dated September 13, 1999, by and between 1373224 Ontario
Limited to acquire the property and assets of GalaVu Entertainment Inc.,
from the person appointed by the court of competent jurisdiction as the
receiver or receiver and manager of the property, assets and undertaking
of GalaVu. +5, Exh. 10.23
-19-
10.24 Covenant of Networks North Inc. for valuable consideration to allot and
issue and pay to the Receiver 100,000 common shares in accordance with
the Purchase Agreement date September 10, 1999, between 1373224 Ontario
Limited and the Receiver +5, Exh. 10.24
10.25 Agreement of Purchase and Sale dated August 4, 2000 by and among Networks
North Inc., Networks North Acquisition Corp., Chell.com Ltd. and Cameron
Chell . +6, Exh. A
10.26 Valuation of Chell.com Ltd. as of May 31, 2000 by Stanford Keene......... +6, Exh. B.
10.27 Share Purchase Agreement by and among Chell Group Corporation, Chell
Merchant Capital Group, Inc., Melanie Johannesen, Randy Baxandall, Morris
Chynoweth, Elaine Chynoweth, the Johannesen Family Trust, the Baxandall
Family Trust, the Merc Family Trust, Logicorp Data Systems Ltd., 123557
Alberta Ltd., Logicorp Service Group Ltd. and 591360 Alberta
Ltd................................................................
+7, Exhibit 2.1
10.28 Share Purchase Agreement, dated as of April 25, 2003 between DVOD
Networks Inc., and Chell Group Corporation, minus schedules thereto;
10.29 Assignment of Debt and Security, dated April 25, 2003 between Chell Group
Corporation and DVOD Networks Inc;
10.30 Assignment of Debt and Security, dated April 25, 2003 among NTN
Interactive Network Inc., DVOD Networks Inc and GalaVu Entertainment
Network Inc.;
10.31 Form of Assignment of Debt and Security, dated April 25, 2003 among
488605 Ontario Limited, Ruth Margel and DVOD Networks Inc., minus
schedules thereto.
10.32 Stock Purchase Agreement dated as of August 2, 2004, by and among +5, Exh. 10.25
NewMarket Technology, Inc., the Registrant and Logicorp Data Systems, Ltd.
10.33 Bonus Agreement entered into August 2, 2004, by and between the +5, Exh. 10.26
Registrant and NewMarket Technology.
10.34 Form of Promissory Note issued by NewMarket Technology, Inc. to Logicorp +5, Exh. 10.27
Data Systems, Ltd.
10.35 Unanimous Shareholders Agreement dated August 2, 2004 by and among +5, Exh. 10.28
NewMarket Technology, Inc., the Registrant and Logicorp Data Systems, Ltd.
10.36 Registration Rights Agreement dated as of August 2, 2004, is entered into +5, Exh. 10.29
by and among NewMarket Technology, Inc., and the Registrant.
21 List of Subsidiaries p. 19
31.1 Certification of the Chief Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
31.2 Certification of the Chief Financial Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002
32.1 Certification of the Chief Executive Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
32.2 Certification of the Chief Financial Officer pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
-20-
- ----------------
+1 All Exhibits so indicated are incorporated herein by reference to the
exhibit listed above in the Company's Current Report on Form 8-K (Date of
Report: October 2, 1996) (File No. 0-18066), filed on October 17, 1996.
+2 All Exhibits so indicated are incorporated herein by reference to the
exhibit listed above in the Annual Report on Form 10-K of NTN
Communications, Inc., for its fiscal year ended December 31, 1990) (File
No. 2-91761-C), filed on April 1, 1991.
+3 All Exhibits so indicated are incorporated herein by reference to the
exhibit listed above in the Company's Current Report on Form 8-K (Date of
Report: October 4, 1994) (File No. 0-18066), filed on October 18, 1994.
+4 All Exhibits so indicated are incorporated herein by reference to the
exhibit listed above in the Company's Annual Report on Form 10-K (Date of
Report: November 27, 1996) (File No. 0-18066), filed on December 16, 1996.
+5 All Exhibits so indicated are incorporated herein by reference to the
exhibit listed above in the Company's 8-K (Date of Report: September 13,
1997) (File No. 0-18066), filed on December 16, 1996.
+6 All Exhibits so indicated are incorporated herein by reference to the
exhibit number listed above in the Definitive Proxy Statement on Form 14A
of the Registrant (File No. 000-18066), filed with the Securities and
Exchange Commission on August 8, 2000.
+7 All Exhibits so indicated are incorporated herein by reference to the
exhibit number listed above in the Company's Current Report on Form 8-K
(Date of Report: December 13, 2001) (File No. 0-18066), filed on December
28, 2001.
++ Filed electronically pursuant to Item 401 of Regulation S-T.
Exhibit 21. List of Subsidiaries of Chell Group Corporation as at May 31, 2004
Name of Subsidiary(1) Jurisdiction of Incorporation
Chell Merchant Capital Group, Inc.............................................................Ontario
Logicorp Data Systems Ltd. (2) ...............................................................Alberta
Logicorp Service Group Ltd. (2) ..............................................................Alberta
123557 Alberta Ltd. (2) ......................................................................Alberta
591360 Alberta Ltd. (2) ......................................................................Alberta
eTelligent Solutions Inc. (3) ................................................................Alberta
HBA Holdings Inc. (formerly known as NTN Interactive Network Inc)..............................Canada
1113659 Ontario Ltd. ("Viewer Services) (4)...................................................Ontario
3484751 Canada Inc.............................................................................Canada
Chell.com (USA) Ltd............................................................................Nevada
- ----------
NOTES:
(1) Unless otherwise indicated, all named entities are wholly-owned
subsidiaries of Chell Group Corporation.
(2) Wholly-owned subsidiary of Chell Merchant Capital Group.
(3) Wholly-owned subsidiary of Logicorp Data Systems Ltd...
(4) Wholly-owned subsidiary of NTN Interactive Network Inc.
-21-
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHELL GROUP CORPORATION
Dated: November 30, 2004 By /s/ David Bolink
------------------------
DAVID BOLINK
CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.
Dated: November 30, 2004 By /s/ David Bolink
------------------------
DAVID BOLINK
CHIEF EXECUTIVE OFFICER
Dated: November 30, 2004 By /s/ David Bolink
------------------------
DAVID BOLINK
CHIEF ACCOUNTING OFFICER
-22-