8-K

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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15(d) OF THE
                         SECURITIES EXCHANGE ACT OF 1934



                          Date of Report: March 5, 2002




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


          MINNESOTA                     0-21534                 41-1663712
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(State or other jurisdiction     (Commission File No.)     (IRS Employer ID No.)
     of incorporation)


        6385 Old Shady Oak Road, Suite 290, Eden Prairie, Minnesota 55344
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                    (Address of principal executive offices)

                                 (952) 925-8840
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              (Registrant's telephone number, including area code)


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ITEM 5.  OTHER EVENTS

                (a) Reference is made to the Press Release issued to the public
         by the Registrant on February 28, 2002, and attached as an exhibit,
         relating to the completion of the sale the stock of its commercial
         production subsidiaries, Curious Pictures Corporation and DCODE, Inc.
         to a group led by the Curious Pictures management team.



ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.


(c)      Exhibits

            99.1              Press Release dated February 28, 2002



                                    SIGNATURE

         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.

Dated: March 5, 2002                        iNTELEFILM Corporation


                                            /s/ Mark A Cohn
                                            ------------------------------------
                                            Mark A. Cohn
                                            ITS: Chief Executive Officer







                                  EXHIBIT INDEX

               
99.1              Press Release dated February 28, 2002

EX-99.1

NEWS RELEASE                                                        EXHIBIT 99.1
FOR:  INTELEFILM CORPORATION
Crosstown Corporate Center
6385 Old Shady Oak Rd, #290
Eden Prairie, MN 55344
Mark A. Cohn, Chairman, CEO and President
952-925-8840

             INTELEFILM ANNOUNCES SALE OF CURIOUS PICTURES AND DCODE

         MINNEAPOLIS, MN, FEBRUARY 27, 2002 - iNTELEFILM Corporation (FILM)
announced today that it has closed on the sale of Curious Pictures, the last of
its commercial production subsidiaries, and DCODE, its advertising agency
subsidiary, to a group led by the management team. The total value of the
transaction is approximately $5.1 million, including $2,000,000 in cash,
$500,000 in notes and the balance in extinguishment of certain liabilities. The
Company has also modified $1.5 million in existing bridge debt financing to
allow the continuance of the financing after the sale.

         "We are pleased to have closed on the sale of Curious Pictures and
DCODE and to have the continued support of our bridge debt holders. The sale
ends the Company's strategy of being a diversified media holding company. This
shift in strategy results in a single business focus on webADTV, our
majority-owned digital asset management company. The Company is considering
alternatives for raising additional capital as we must improve our capital
structure to increase our prospects for success in this business. As to Curious
and DCODE, we wish the management team continued success with their businesses,"
said Mark A. Cohn, Chairman and CEO of iNTELEFILM.

         "In nine years, we have been fortunate enough to flourish thanks to
clients in the ad world, television audiences and consumers. Our community of
talented directors, artists and production staff has made this possible.
Intelefilm offered us great optimism and opportunity but our respective business
directions diverged and we agreed that independence was the right path for
Curious Pictures," according to the President of Curious Pictures, Steve Oakes.

ABOUT INTELEFILM

iNTELEFILM Corporation FILM, based in Minneapolis, is the majority owner of
webADTV, a technology company competing the media asset management space.
iNTELEFILM trades on the Over-the-Counter Bulletin Board under the symbol
"FILM." Additional information on the Company can be found in the Company's
filings with the Securities and Exchange Commission and on the Company's
website: www.intelefilm.com.

ABOUT CURIOUS PICTURES

Curious Pictures produces television commercials; develops, produces and markets
episodic television series; and manufactures and sells toys under the name
Curious Toys. Its overseas television production partners include Filmtecknarna
(Sweden) and Tomato (United Kingdom). Television series produced to date include
"Sheep in the Big City" for the Cartoon Network, now in its second season, "A
Little Curious" for HBO, and "Avenue Amy" for the Oxygen Network. Commercial
production clients include Wendy's, Levi's, Nike and Microsoft. The Museum Of
Modern Art in New York has two commercials from Curious Pictures in their
collection.

ABOUT DCODE
Led by Bill Perna, Dcode is a hybrid production company/creative services agency
that provides strategic and creative promotional outsourcing solutions for
advertising agencies and their clients.