SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
AMENDMENT NO. 1 ON FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 5, 2004
----------------
CHELL GROUP CORPORATION
(Exact name of registrant as specified in Charter)
New York 0-18066 11-2805051
(State or other jurisdiction of (Commission File No.) (IRS Employee
incorporation or organization) Identification No.)
150, 630 - 8TH Avenue SW
Calgary AB Canada
T2P 1G6
(Address of Principal Executive Offices)
(416) 675-0874
(Issuer Telephone number)
================================================================================
ITEM 4.01 Changes in Registrant's Certifying Accountants
The Board of Directors of the Registrant dismissed the Registrant's independent
accountant, Stonefield Josephson, Inc. ("Stonefield") effective November 5,
2004. The decision was unanimously approved by the Board. The audit reports of
Stonefield Josephson, Inc. on our consolidated financial statement for the
fiscal years ended August 31, 2003 and August 31, 2002 did not contain any
adverse opinion or disclaimer of opinion, and were not qualified or modified as
to uncertainty, audit scope or accounting principles. However, the reports
included an explanatory paragraph wherein Stonefield Josephson, Inc. expressed
substantial doubt about our ability to continue as a going concern.
In connection with the audits of the years ended August 31, 2003 and 2002
and during the subsequent interim periods through November 5, 2004, we did not
have any disagreements with Stonefield Josephson, Inc., on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure, which if not resolved to the satisfaction of Stonefield
Josephson, Inc., would have caused them to make reference to the subject matter
of the disagreements in connection with their reports on our consolidated
financial statements.
We have provided Stonefield Josephson, Inc. with a copy of this report prior to
its filing with the Commission.
Effective November 8, 2004, the Board unanimously decided to engage
Russell Bedford Stefanou Mirchandani LLP as the Registrant's independent
accountant. Prior to engaging Russell Bedford, the Registrant had not consulted
with them on the application of accounting principles to a specific completed or
contemplated transaction, or the type of audit opinion that might be rendered on
the Registrant's financial statements.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
(c) Exhibits.
Exhibit No. Description
----------- -----------
16.1. Letter of Stonefield Josephson Inc. dated
April 6, 2005
SIGNATURES
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.
Chell Group Corporation
By: /s/ Dave Bolink
--------------------------
Dave Bolink
Chief Executive Officer
Dated: April 7, 2005