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): August 3, 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 sale of 51%
of Logicorp, a subsidiary of the Registrant.

                                   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: August 4, 2004