-----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, SsefDrdZ02lFhNwRLoWk2LzeAKp4uhlocADa2vACYfTkcxqSR4WFT+qA9Zce/Ll/ YRi55BnybjIeJIv6gZ3JUg== 0001144204-05-010767.txt : 20050407 0001144204-05-010767.hdr.sgml : 20050407 20050407122303 ACCESSION NUMBER: 0001144204-05-010767 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20041105 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050407 DATE AS OF CHANGE: 20050407 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-18066 FILM NUMBER: 05738618 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/A 1 v015968_8ka.txt 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 EX-16.1 2 v015968_ex16-1.txt April 6, 2005 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Re: Chell Group Corporation Commission File No. 0-18066 Dear Commissioners: We have read the statements contained in Item 4.01 "Changes in Registrant's Certifying Accountant" of Amendment No 1 of Form 8-K of Chell Group Corporation filed with the Securities and Exchange Commission on November 5, 2004 and agree with the statements contained therein. Very truly yours, /s/ Stonefield Josephson, Inc. Certified Public Accountants -----END PRIVACY-ENHANCED MESSAGE-----