8-K

                       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

       Date of Report (Date of earliest event reported) February 20, 2002

                             CHELL GROUP CORPORATION
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             (Exact name of registrant as specified in its charter)

          NEW YORK                  005-524525                    112805051
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(State or other jurisdiction       (Commission                (IRS Employer of
       incorporation)              File Number)              Identification No.)

                14 METEOR DRIVE, TORONTO, ONTARIO CANADA, M9W 1A4
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               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code (416) 675-6666

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         (Former name or former address, if changed since last report.)

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Item 5. Other Events and Regulation FD Disclosure.

      On December 5, 2001, The Nasdaq Stock Market, Inc. ("Staff") notified
Chell Group Corporation (the "Company") that it did not comply with either the
minimum $2,000,000 net tangible assets or the minimum $2,500,000 stockholders'
equity requirements for continued listing set forth in Marketplace Rule
4310(c)(2)(B).

      On February 20, 2002, Staff notified the Company that it had determined to
deny the Company's request for continued listing on the Nasdaq SmallCap Market
("the "Determination").

      On February 26, 2002, the Company notified Nasdaq of its appeal of the
Determination and requested an oral hearing with respect to such appeal (the
"Hearing") and issued a press release with respect thereto. A copy of such press
release is annexed hereto as Exhibit "99.1". The Hearing has been scheduled for
Thursday, April 11, 2002.

Item 7. Financial Statements and Exhibits

Set forth below is a list of the Exhibits applicable to this Current Report on
Form 8-K numbered in accordance with Item 601 of Regulation S-K.

99.1 Press Release dated February 26, 2002

                                   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
                                        a New York Corporation


Date: March 7, 2002                     By: /s/ Don Pagnutti
                                        ----------------------------------------
                                        Don Pagnutti, Chief Financial Officer


                                       2

EX-99.1

                                  Exhibit 99.1

Chell Group Announces NASDAQ Staff Determination.

TORONTO, Feb. 26 /PRNewswire-FirstCall/ - CHELL GROUP CORPORATION (NASDAQ:CHEL -
news) announced today that it received a NASDAQ staff determination in a letter
dated February 20, 2002, indicating that the Company's securities are subject to
delisting from NASDAQ based upon the Company's noncompliance with the Net
Tangible Assets and Shareholder Equity requirements for continued listing of its
securities on NASDAQ as set forth in Marketplace Rule 4310(c)(2)(b). The Company
will appeal the staff determination and is requesting an oral hearing, which
will stay the delisting until at least the date of the hearing. The Company's
appeal will be based upon its plan to achieve and sustain compliance through a
private placement offering, which has had an initial closing on February 12,
2002, and pending acquisitions including, but not limited to, Logicorp Data
Systems Ltd., Logicorp Service Group Ltd. and Stardrive Solutions, Inc.

The Company believes that upon the occurrence of a number of matters including
the completion of these acquisitions, each of which is pursuant to previously
executed and announced definitive agreements, it will be in compliance with the
requirements for continued listing. There can be no assurance that the Panel
will grant the Company's request for continued listing. If the Company's listing
is withdrawn, the Company anticipates that its common stock will be quoted on
the NASD Bulletin Board and that it will make all efforts to have its listing
restored.

About Chell Group Corporation:

Chell Group Corporation (NASDAQ Small Cap: CHEL - news) is a technology holding
company seeking to create value by acquiring and growing undervalued technology
companies. Chell Group's portfolio includes NTN Interactive Network Inc., Magic
Lantern Communications Ltd. www.magiclantern.ca, GalaVu Entertainment Network
Inc. www.galavu.com, Engyro Inc. (investment subsidiary) www.engyro.com, and
cDemo Inc. (investment subsidiary) www.cdemo.com. For more information on the
Chell Group, please visit www.chell.com.

Forward-looking statements and comments in this press release are made pursuant
to safe harbor provisions of the Securities Exchange Act of 1934. Certain
statements, which describe The Chell Group Corporation's intentions,
expectations or predictions, are forward-looking and are subject to important
risks and uncertainties. The results or events predicted in these statements may
differ materially from actual results or events. Factors which could cause
results or events to differ from current expectations include, among other
things: the acceptance of Internet based application service providers in the
consumer market; the impact of rapid technological and market change; general
industry and market conditions and growth rates.