-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Us6W2og4yAjhvi9P1IPoYh/LI9++T40avl64qSA5czzBsYoSe5fXCO+Dm6dKUThm eHPcPIfnLyUYQowEq0hQHA== 0001144204-04-009367.txt : 20040701 0001144204-04-009367.hdr.sgml : 20040701 20040630192603 ACCESSION NUMBER: 0001144204-04-009367 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20040630 ITEM INFORMATION: Other events FILED AS OF DATE: 20040701 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CHELL GROUP CORP CENTRAL INDEX KEY: 0000797313 STANDARD INDUSTRIAL CLASSIFICATION: CABLE & OTHER PAY TELEVISION SERVICES [4841] IRS NUMBER: 112805051 STATE OF INCORPORATION: NY FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-18066 FILM NUMBER: 04892642 BUSINESS ADDRESS: STREET 1: 14 METEOR DR STREET 2: BLDG 18 CITY: ETOBICOKE ONTARIO STATE: A6 ZIP: M9W 1A4 BUSINESS PHONE: 4166756666 MAIL ADDRESS: STREET 1: 14 METEOR DR STREET 2: ETOBICOKE CITY: ONTARIO CANADA STATE: A6 ZIP: M9W 1A4 FORMER COMPANY: FORMER CONFORMED NAME: NETWORKS NORTH INC DATE OF NAME CHANGE: 19980811 FORMER COMPANY: FORMER CONFORMED NAME: NTN CANADA INC DATE OF NAME CHANGE: 19961016 FORMER COMPANY: FORMER CONFORMED NAME: TRIOSEARCH INC DATE OF NAME CHANGE: 19880718 8-K 1 v04312_8k.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): June 30, 2004 CHELL GROUP CORPORATION (Exact name of Registrant as specified in charter) New York 000-18066 11-2805051 (State or other jurisdiction (Commission File Number) (IRS Employer of incorporation) Identification Number) 800 3rd Ave., 21st Floor, NY, NY 10022 (Address of principal executive offices) Registrant's telephone number, including area code: (416) 675-0874 This Form 8-K and other reports filed by the Registrant from time to time with the Securities and Exchange Commission (collectively the "Filings") contain forward looking statements and information that are based upon beliefs of, and information currently available to, the Registrant's management as well as estimates and assumptions made by the Registrant's management. When used in the Filings the words "anticipate", "believe", "estimate", "expect", "future", "intend", "plan" or the negative of these terms and similar expressions as they relate to the Registrant or the Registrant's management identify forward looking statements. Such statements reflect the current view of the Registrant with respect to future events and are subject to risks, uncertainties, assumptions and other factors relating to the Registrant's industry, operations and results of operations and any businesses that may be acquired by the Registrant. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned. Although the Registrant believes that the expectations reflected in the forward looking statements are reasonable, the Registrant cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, the Registrant does not intend to update any of the forward-looking statements to conform these statements to actual results. ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE. See attached press release relating to the announcement of the letter of intent regarding the recapitalization of Logicorp. 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/ David Bolink --------------------------------- David Bolink, President Dated: June 30, 2004 EX-99 2 v04312_ex99.txt Exhibit 99 CHELL GROUP SIGNS LETTER OF INTENT TO RECAPITALIZE LOGICORP DATA SYSTEMS Wednesday, June30, 2004, 2:00pm ET NEW YORK, June 4, 2004. CHELL GROUP CORPORATION (CHEL.PK), a technology holding and development company, announces that it has entered into an LOI with NewMarket Technology Inc. (OTCBB: IPVO) for the recapitialization of Logicorp Data Systems Ltd. NewMarket and Logicorp anticipate executing the final stock purchase agreement in July 2004. "This transaction will allow the Chell Group to work with a partner to develop out and expand the potential of Logicorp as well as allow the Chell Group to pursue additional technology development opportunities". Dave Bolink, Chell Group CEO. About Logicorp (http://www.logicorp.ca) ---------------------- LOGICORP is an IT services provider with offices in Calgary, Edmonton, Toronto, and Vancouver. Established in 1988, LOGICORP serves small, medium, and large organizations in the corporate, government, and educational sectors with competitive and innovative IT business solutions. LOGICORP excels in Server Based Computing, Storage, Enterprise and Operating Software, Internetworking Technology, and Microsoft Business Solutions (Great Plains and CRM). LOGICORP also offers full service planning, procurement, configuration, licensing, and maintenance programs. About NewMarket Technology Inc. (www.newmarkettechnology.com) --------------------------- NewMarket (currently undergoing a corporate name change from IPVoice Communications Inc.) is a six-year-old company that has reported as a research and development concern for most of its history. In 2002, NewMarket launched a new business plan, which resulted in the Company posting six consecutive profitable quarters through 2003 and establishing an annualized $15 million in revenue. The Company is actively acquiring early-stage proprietary technology companies and financially distressed systems integration companies in specific global markets. In 2003, NewMarket acquired Infotel Technologies in Singapore and IP Global Voice, led by CEO Peter Geddis, a former Executive Vice President and Chief Operating Officer of Qwest Communications (NYSE:Q). The Company recently acquired Medical Office Software Inc., diversifying its communications technology offering into the healthcare industry. RKM IT solutions of Caracas, Venezuela was also recently acquired as NewMarket's entry into the Latin American market. About Chell Group Corporation: Chell Group Corporation (www.chell.com) is a technology holding and development company that strategically acquires, develops and divests of technology businesses and assets. CONTACT: Chell Group Corporation David Bolink, 403-303-8258 dbolink@chell.com 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 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. -----END PRIVACY-ENHANCED MESSAGE-----