================================================================================

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                 --------------

                                    FORM 10-Q

                                 --------------

          (Mark One)

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

                For the quarterly period ended February 28, 2003

                                       OR

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

        For the transition period from              to
                                       ------------    ------------

                         Commission file number: 0-18222

                                 --------------

                             Chell Group Corporation
             (Exact Name of Registrant as Specified in Its Charter)

                                 --------------

                  New York                                       11-2805051
       (State or Other Jurisdiction of                        (I.R.S. Employer
       Incorporation or Organization)                       Identification No.)

    150, 630 - 8th Avenue SW, Calgary AB                          T2P 1G6
(Address of Registrant's Principal Executive                     (Zip Code)
                  Offices)

       Registrant's telephone number, including area code: (403) 303-8258

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes |_| No |X|

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) Yes |_| No |X|

As of November 30, 2004, the number of shares issued and outstanding of the
Company's common stock, par value $0.0467 per share was 32,129,417.

================================================================================


                                      -1-
<PAGE>

                             CHELL GROUP CORPORATION
                                AND SUBSIDIARIES

                                      INDEX

                                                                            Page

                         PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements
          Consolidated Balance Sheets as of February 28, 2003 (Unaudited)
          and August 31, 2002                                                  3
          Consolidated Statements of Operations for the three and six
          months ended February 28, 2003 and 2002 (Unaudited)                  4
          Consolidated Statements of Cash Flows for the six months ended
          February 28, 2003 and 2002 (Unaudited)                               5
          Notes to Unaudited Consolidated Financial Statements                 6

ITEM 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations                                               12

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk          16

ITEM 4.   Controls and Procedures                                             17

                           PART II - OTHER INFORMATION

ITEM 1.   Legal Proceedings                                                   17

ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds         17

ITEM 3.   Defaults upon Senior Securities                                     17

ITEM 4.   Submissions of Submissions of Matters to a Vote of Security Holders 17

ITEM 5.   Other Information                                                   17

ITEM 6.   Exhibits                                                            18

          Signatures                                                          22


                                      -2-
<PAGE>

Item 1. FINANCIAL STATEMENTS

                             CHELL GROUP CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                         (Expressed in Canadian dollars)

<TABLE>
<CAPTION>
===========================================================================================================
                                                                    February 28, 2003    August 31, 2002
                                                                       (unaudited)
                                                                            $                   $
-----------------------------------------------------------------------------------------------------------
<S>                                                                         <C>                 <C>
ASSETS
Current
Cash and cash equivalents                                                       41,518             107,258
Accounts receivable, trade - net of allowance for doubtful
         accounts of $473,435 and $356,195, respectively                     6,513,461           4,944,843
Other receivables                                                                  250              31,406
Inventory                                                                      347,087             268,980
Prepaid expenses                                                               116,037                   --
-----------------------------------------------------------------------------------------------------------
Total current assets                                                         7,018,353           5,352,487
===========================================================================================================
Property and equipment, net                                                  2,148,033           3,460,763
Licenses, net of accumulated amortization                                           --              47,015
Goodwill                                                                       276,794             276,794
Other assets                                                                    68,106             109,696
Net assets of discontinued operations                                        2,566,999           4,133,911
-----------------------------------------------------------------------------------------------------------
                                                                            12,078,285          13,380,666
===========================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
Current
Bank overdraft                                                                 495,560             603,740
Bank indebtedness                                                            3,830,398           2,990,914
Accounts payable and accrued liabilities                                     7,217,090           4,613,824
Accrued interest payable                                                     1,220,500             655,050
Deferred revenue                                                               271,771             422,980
S-term advances                                                                391,845                  --
Current portion, long-term debt                                              1,610,584           1,534,073
Payable on acquisition                                                       4,852,976           4,852,976
Loan payable, related party                                                    450,000             200,000
Short-term note and loan payable, other                                             --             443,189
Convertible debt                                                             8,048,217           6,587,622
-----------------------------------------------------------------------------------------------------------
Total current liabilities                                                   28,388,941          22,904,368
-----------------------------------------------------------------------------------------------------------
Long-term debt, net of current portion                                         880,267           2,914,656
Net liabilities from discontinued operations                                 2,360,814           4,542,884
-----------------------------------------------------------------------------------------------------------
Total liabilities                                                           31,630,022          30,361,908
-----------------------------------------------------------------------------------------------------------

Preferred Series B shares: 454,545 shares [August 2002 - 454,545]                7,294               7,294

Shareholders' equity (deficit)
    10,795,410 common shares [August 2002 - 10,504,913]                        733,997             712,652
    Due from shareholder                                                            --            (227,365)
    Additional paid in capital                                              26,655,538          26,220,561
    Accumulated other comprehensive income                                     337,221             215,097
    Accumulated deficit                                                    (47,285,787)        (43,909,481)
-----------------------------------------------------------------------------------------------------------
Total shareholders' equity (deficit)                                       (19,559,031)        (16,988,536)
-----------------------------------------------------------------------------------------------------------
                                                                            12,078,285          13,380,666
===========================================================================================================
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements


                                      -3-
<PAGE>

                          CHELL GROUP CORPORATION INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                       FOR THE THREE AND SIX MONTHS ENDED
                    FEBRUARY 28, 2003 AND FEBRUARY 28, 2002
                   (Expressed in Canadian dollars - unaudited)

<TABLE>
<CAPTION>
=====================================================================================================================
                                                     Three Months ended February 28    Six Months ended February 28
                                                           2003            2002             2003            2002
                                                                      (restated Note 6)              (restated Note 6)
                                                             $               $                $               $
--------------------------------------------------------------------------------------------------------------------
<S>                                                      <C>              <C>            <C>              <C>
REVENUE
Product sales                                            10,127,182       9,062,129      15,733,110       9,062,129
Service sales                                               528,449         558,243       1,006,514         558,243
Other                                                          --            (4,682)           --            (3,057)
--------------------------------------------------------------------------------------------------------------------
                                                         10,655,631       9,615,690      16,739,624       9,617,315
--------------------------------------------------------------------------------------------------------------------

COST OF SALES
Product sales                                             9,468,031       8,290,472      14,688,497       8,290,472
Service sales                                                63,708         497,354         122,617         497,354
--------------------------------------------------------------------------------------------------------------------
                                                          9,531,739       8,787,826      14,811,114       8,787,826
--------------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                              1,123,892         827,864       1,928,510         829,489

OPERATING EXPENSES
Selling, general and administrative expenses              2,269,935       1,446,220       4,262,113       1,837,260
Depreciation and amortization                               314,445         127,968         625,932         297,149
--------------------------------------------------------------------------------------------------------------------
                                                          2,584,380       1,574,188       4,888,045       2,134,409
--------------------------------------------------------------------------------------------------------------------
Loss from operations                                     (1,460,488)       (746,324)     (2,959,535)     (1,304,920)

Interest expense                                            627,069         964,236       1,216,769       1,334,666
Loss on disposal of investments/property                       --              --           248,587            --
--------------------------------------------------------------------------------------------------------------------
Loss before provision for income taxes                   (2,087,557)     (1,710,560)     (4,424,891)     (2,639,586)
Recovery of income taxes                                     20,477            --            18,195            --
--------------------------------------------------------------------------------------------------------------------
Loss from continuing operations                          (2,067,079)     (1,710,560)     (4,406,696)     (2,639,586)
--------------------------------------------------------------------------------------------------------------------
 Discontinued Operations
Loss from discontinued operations (net of
applicable income tax of $0)                               (338,251)     (1,087,057)     (1,020,825)     (1,279,069)
Gain on disposal on debt                                       --              --         2,051,215            --
--------------------------------------------------------------------------------------------------------------------
Gain (loss) from discontinued operations                   (338,251)     (1,087,057)      1,030,390      (1,279,069)
--------------------------------------------------------------------------------------------------------------------

Net Loss                                                 (2,405,330)     (2,797,617)     (3,376,306)     (3,918,655)
Other comprehensive income - foreign currency
translation                                                 518,080            --           122,124            --
--------------------------------------------------------------------------------------------------------------------
Comprehensive Loss                                       (1,887,250)     (2,797,617)     (3,254,182)     (3,918,655)
--------------------------------------------------------------------------------------------------------------------
Loss per share:
Basic and diluted from continuing operations                  (0.19)          (0.18)          (0.41)          (0.29)
Basic and diluted from discontinued operations                (0.03)          (0.12)           0.10           (0.14)
--------------------------------------------------------------------------------------------------------------------
Net loss per share                                            (0.22)          (0.30)          (0.31)          (0.43)
--------------------------------------------------------------------------------------------------------------------
Basic weighted average number of common shares
outstanding                                              10,795,410       9,441,028      10,718,504       9,230,935
Diluted weighted average number of common shares
outstanding                                              10,795,410       9,441,028      10,718,504       9,230,935
====================================================================================================================
</TABLE>

              The accompanying notes form an integral part of these
                       consolidated financial statements.


                                      -4-
<PAGE>

                             CHELL GROUP CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
        FOR THE SIX MONTHS ENDED FEBRUARY 28, 2003 AND FEBRUARY 28, 2002
                   (Expressed in Canadian dollars - unaudited)

<TABLE>
<CAPTION>
========================================================================================================
                                                                            2003            2002
                                                                                     (restated - Note 6)

                                                                              $               $
--------------------------------------------------------------------------------------------------------
<S>                                                                      <C>             <C>
OPERATING ACTIVITIES
Net loss for the year from continuing operations                         (3,376,306)     (3,918,655)
Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                        2,193,456         297,149
     Loss on disposal/sale of capital assets                                248,587            --
     Provision for doubtful accounts                                        117,240            --
     Interest cost from amortization of discount                            533,804         326,526
     Gain on settlement of debt                                          (2,051,215)           --
     Due from stockholder                                                   227,365            --
     Services rendered for shares                                              --            36,725
     Write-off of prepaids arising from Chell asset purchase                   --            45,341
Changes in assets and liabilities:
     Decrease (increase) in short-term investments                           19,676
     Decrease (increase) in accounts receivable, trade                   (1,427,214)     (8,576,727)
     Decrease (increase) in income taxes receivable                            --           (24,399)
     Decrease (increase) in inventory                                       (80,925)     (1,824,321)
     Decrease (increase) in prepaid expenses                                (30,062)         (4,200)
     Decrease (increase) in other accounts receivable                          --          (208,883)
     Decrease (increase) in other assets                                    129,608        (315,871)
     Increase (decrease) in accounts payable and accrued liabilities      3,224,191      10,680,849
     Increase (decrease) in accrued interest payable                        565,450            --
     Increase (decrease) in income taxes payable                             53,471            --
     Increase (decrease) in deferred revenue                               (347,297)           --
--------------------------------------------------------------------------------------------------------
Cash provided by (used in) operating activities                             (19,847)     (3,466,790)
--------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of property and equipment                                         (115,031)       (312,750)
Proceeds from disposal of property and equipment                            265,289            --
Logicorp acquisition                                                           --        (1,500,000)
--------------------------------------------------------------------------------------------------------
Cash provided by (used in) investing activities                             150,258      (1,812,750)
--------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Bank Indebtedness                                                           232,111            --
Net borrowings on line of credit                                           (616,646)      3,191,568
Options exercised                                                              --           153,579
Borrowings from related parties                                             250,000            --
Borrowing from Logicorp shareholders                                        401,068            --
Increase of notes and loans payable                                            --         2,032,574
Repayment of notes and loans payable                                       (506,627)     (1,976,871)
--------------------------------------------------------------------------------------------------------
Cash used in financing activities                                          (240,094)      3,400,850
--------------------------------------------------------------------------------------------------------

--------------------------------------------------------------------------------------------------------
Effects of foreign exchange                                                (311,396)           --
--------------------------------------------------------------------------------------------------------

Net (decrease) increase in cash and cash equivalents during the            (421,079)     (1,878,690)
period from continuing operations

Net (decrease) increase in cash and cash equivalents during the             355,339       1,842,911
period from discontinue operations

Cash and cash equivalents, beginning of period                              107,258         133,160
--------------------------------------------------------------------------------------------------------
Cash and cash equivalents, end of period                                     41,518          97,381
========================================================================================================

Income taxes paid                                                              --              --
Interest paid                                                               349,835         206,194
</TABLE>

              The accompanying notes are an integral part of these
                       consolidated financial statements.


                                      -5-
<PAGE>

                             CHELL GROUP CORPORATION
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
              FOR THE THREE AND SIX MONTHS ENDED FEBRUARY 28, 2003
                       AND FEBRUARY 28, 2002 (UNAUDITED)

NOTE 1. BASIS OF PRESENTATION

      The accompanying financial statements for the interim periods are
unaudited and reflect all adjustments (consisting only of normal recurring
adjustments) which are, in the opinion of management, necessary for a fair
presentation of the financial position and operating results for the periods
presented. These financial statements should be read in conjunction with the
financial statements and notes thereto, together with Management's Discussion
and Analysis of Financial Condition and Results of Operations, contained in the
Annual Report on Form 10-K of Chell Group Corporation (the "Company")
(Commission No. 0-18066), filed with the Securities and Exchange Commission on
May 13, 2004. The results of operations for the three and six months ended
February 28, 2003 are not necessarily indicative of the results for the full
fiscal year ending August 31, 2003.

NOTE 2. GENERAL

      The financial statements of the Company for the three and six months ended
February 28, 2003 (the "2003 Second Fiscal Quarter" and "2003 First Fiscal
Half"), includes the operations of the Company's wholly-owned subsidiaries Chell
Merchant Capital Group Inc. ("CMCG"), Chell.com (USA) Inc., and 3484751 Canada
Inc. The financial statements also includes CMCG's wholly-owned subsidiaries
Logicorp Data Systems Ltd. and Logicorp Service Group Ltd., 123557 Alberta Ltd.,
and 591360 Alberta Ltd., which will be together referred to as "Logicorp" and
Logicorp's wholly-owned subsidiary eTelligent Solutions Inc. ("eTelligent).
Discontinued operations consist of NTN Interactive Network Inc. ("NTNIN") which
was sold on December 15, 2003 and GalaVu Entertainment Network Inc. ("GalaVu")
which was sold on April 25, 2003.

      The financial statements of the Company for the three and six months ended
February 28, 2002 (the "2002 Second Fiscal Quarter" and "2002 First Fiscal
Half"), includes the operations of the Company's wholly-owned subsidiaries CMCG,
Chell.com (USA) and 3484751 Canada Inc. The financial statements also includes
CMCG's wholly-owned subsidiaries Logicorp Data Systems Ltd. and Logicorp Service
Group Ltd., 123557 Alberta Ltd., and 591360 Alberta Ltd., which will be together
referred to as "Logicorp". Discontinued operations consist of NTNIN (sold
December 15, 2003), GalaVu (sold April 25, 2003) and NTNIN's wholly-owned
subsidiary Magic Lantern Communications Inc. and it subsidiaries (sold March 18,
2002).

      Prior period's figures have been reclassified to be consistent with any
reclassifications in the current period.

NOTE 3. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

      In August 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, Accounting for the Impairment or
Disposal of Long-lived Assets (SFAS 144), that is applicable to financial
statements issued for fiscal years beginning after December 15, 2001. The new
rules on asset impairment supersede SFAS 121, Accounting for the impairment of
Long-Lived Assets and for Long-Lived Assets to Be Disposed Of, and portions of
Accounting Principles Board Opinion 30, "Reporting the Results of Operations."
This Standard provides a single accounting model for long-lived assets to be
disposed of and significantly changes the criteria that would have to be met to
classify an asset as held-for-sale. Classification as held-for-sale is an
important distinction since such assets are not depreciated and are stated at
the lower of fair value and carrying amount. This Standard also requires
expected future operating losses from discontinued operations to be displayed in
the period(s) in which the losses are incurred, rather than as of the
measurement date as presently required. The Company is currently assessing the
potential impact of SFAS 144 on the operating results and financial position.


                                      -6-
<PAGE>

      In June 2001, the Financial Accounting Standards Board issued Statements
of Financial Accounting Standards No. 141, Business Combinations, and No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 15, 2001. Under the new rules, business combinations can no longer be
reflected by using the pooling of interests method of accounting and goodwill
(and intangible assets deemed to have indefinite lives) will no longer be
amortized but will be subject to annual impairment tests in accordance with the
Statements. Other intangible assets will continue to be amortized over their
useful lives.

NOTE 4 - SEGMENT INFORMATION (Unaudited)

The following describes the performance by segment for the three and six months
ended February, 2003 and 2002:

<TABLE>
<CAPTION>
=====================================================================================
                                 For the Three Months       For the Six Months Ended
                                  Ended February 28                 February 28
                                 2003           2002          2003              2002
                                   $              $            $                  $
-------------------------------------------------------------------------------------
<S>                           <C>             <C>           <C>             <C>
External revenue
  Systems Integration         10,655,631      9,620,372     16,739,624      9,620,372
  Corporate                         --           (4,682)          --           (3,057)
-------------------------------------------------------------------------------------
                              10,655,631      9,615,690     16,739,624      9,617,315
-------------------------------------------------------------------------------------

Operating profit (loss)
  Systems Integration            310,094         (1,665)      (359,790)        (1,665)
  Corporate                   (1,770,582)      (744,659)    (2,599,745)     1,303,255
-------------------------------------------------------------------------------------
                              (1,460,488)      (746,324)    (2,959,535)     1,304,920
-------------------------------------------------------------------------------------

Net income (loss)
  Systems Integration           (808,869)       (65,560)    (1,936,808)       (65,560)
  Corporate                   (1,258,210)    (1,644,999)    (2,469,888)    (2,574,026)
   Discontinued operations      (338,251)    (1,087,058)     1,030,390     (1,279,069)
-------------------------------------------------------------------------------------
                              (2,405,330)    (2,797,617)    (3,376,306)    (3,918,655)
-------------------------------------------------------------------------------------

                                                                       As at
                                                             February 28,   February
                                                               2003         28, 2002
                                                                            (Restated
                                                                             - Note 6)
                                                                $              $
-------------------------------------------------------------------------------------
Total assets
  Systems Integration                                        7,901,376     20,284,204
  Corporate                                                  1,609,910      4,633,771
   Discontinued operations                                   2,566,999     10,262,796
-------------------------------------------------------------------------------------
                                                            12,078,285     35,180,771
-------------------------------------------------------------------------------------
</TABLE>


                                      -7-
<PAGE>

NOTE 5. EARNINGS PER SHARE

         Earnings per share were calculated in accordance with Statement of
Financial Accounting Standards No. 128. The following table sets forth the
computation of basic and diluted earnings per share for the three and six months
ended February 28, 2003 and February 28, 2002:

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------
                                                         For the Three Months    For the Six Months Ended
                                                          Ended February 28            February 28
                                                        2003            2002           2003          2002
                                                                                        $              $
-------------------------------------------------------------------------------------------------------------
<S>                                                   <C>            <C>            <C>            <C>
Numerator:
Net loss (numerator for basic and diluted loss per
share) from continuing operations                     (2,067,079)    (1,710,560)    (4,406,696)    (2,639,586)
Net loss (numerator for basic and diluted loss per
share) from discontinued operations (net of             (338,251)    (1,087,057)     1,030,390     (1,279,069)
applicable income tax of $0)
-------------------------------------------------------------------------------------------------------------
Net loss (numerator for basic and diluted loss per    (2,405,330)    (2,797,617)    (3,376,306)    (3,918,655)
share)
=============================================================================================================

Denominator for basic and diluted loss per share
-adjusted weighted average number of shares and       10,795,410      9,441,028     10,718,504      9,230,935
assumed conversions
=============================================================================================================

Basic and diluted loss per share from continuing           (0.19)         (0.18)         (0.41)         (0.29)
operations
Basic and diluted loss per share from discontinued         (0.03)         (0.12)          0.10          (0.14)
operations
-------------------------------------------------------------------------------------------------------------
Net loss per share                                         (0.22)         (0.30)         (0.31)         (0.43)
=============================================================================================================
</TABLE>

NOTE 6. RESTATEMENT OF FINANCIAL STATEMENTS

Restatements to the three and six months ended February 28, 2002:

[a] Discount on Convertible Debt

      On October 3, 2000, the Company closed the sale of a US$3,000,000
Convertible 10% Debenture of which US$1,700,000 has been advanced. EITF-00-27
"Application of Issue No. 98-5 to Certain Convertible Instruments" requires that
a discount be recorded for any beneficial conversion features associated with
convertible debt. The Company did not record the discount on the US$1,700,000
debt and therefore had to make an adjustment and restate its Fiscal 2001
financial statements. The Company has now recorded a discount of $1,959,144 in
October 2000 and has amortized $916,707 to date and $163,363 and $326,726 to
interest expense for the three months and six months ending February 28, 2002.

[b] Warrants

      On October 3, 2000, the Company closed the sale of a US$3,000,000
Convertible 10% Debenture of which US$1,700,000 has been advanced. There were
warrants associated with the debt and the Company recognized a $252,706 cost
associated with these warrants. The company had expensed $77,215 and had
$175,491 as other assets. The amount has been reversed.

      Since the statements reflected these warrants on the books at the time of
these filings, the amount was being amortized. As a result the $44,030
corresponding expense needed to be reversed.


                                      -8-
<PAGE>

[c] Logicorp Purchase

      The Company originally accrued shares for the purchase of Logicorp. The
purchase agreement states for the issuance of shares in CMCG that are
convertible to CGC shares. Prior to year-end, the Company began negotiations to
adjust the purchase price of Logicorp due to an investigation of claims filed by
Logicorp owed by Hewlett-Packard (Canada) Ltd. ("HP"). As a result the purchase
price for Logicorp has been amended, the issuance of convertible common shares
has been decreased to 3,000,000 from 5,355,000 and a portion of the second
promissory note of $500,000 has been removed. In addition, a historical audit of
Logicorp found irregularities in the financial statements provided to the
Company. As a result the share accrual of common shares of $395,124 and
additional paid in capital of $4,904,980 have been reversed, an increase to note
payable to Logicorp shareholders by $200,000, a decrease to SG&A of $84,189 and
a decrease to goodwill of $5,015,915.

The following table presents the impact of the 2002 restatements:

------------------------------------------------------------------
                                            As         As Restated
                                        Previously
                                         Reported

                                       For the six months ended
                                            February 28, 2002
------------------------------------------------------------------
  Statement of operations:
    Selling, general and admin           3,232,791      3,126,587
    Interest and Bank Charges              918,818      1,082,081
    Net loss                            (2,740,556)    (2,797,615)

EPS
Basic and  diluted from
continuing operations                  $     (0.18)   $     (0.26)
Basic and  diluted from
discontinued operations                $     (0.03)   $     (0.04)
Net loss per share                     $     (0.21)   $     (0.30)
------------------------------------------------------------------

------------------------------------------------------------------
                                            As         As Restated
                                        Previously
                                         Reported

                                       For the six months ended
                                            February 28, 2002
------------------------------------------------------------------
  Balance sheet:
      Goodwill                          13,609,273      8,601,978
      Other Assets                         614,540        483,077
Long-term debt                           4,978,074      4,144,083
    Share Capital
      Common shares                      1,040,524        645,400
      Capital in excess of              25,366,699     22,168,157
par value
      Deficit                          (16,356,877)   (17,076,598)

  Statement of operations:
    Selling, general and admin           4,819,575      4,691,356
    Interest and Bank Charges            1,236,522      1,563,048
    Net loss                            (3,720,347)    (3,918,654)

EPS
Basic and diluted from
continuing operations                  $     (0.26)   $     (0.33)
Basic and  diluted from
discontinued operations                $     (0.08)   $     (0.09)
Net loss per share                     $     (0.34)   $     (0.42)
------------------------------------------------------------------


                                      -9-
<PAGE>

NOTE 7. SUBSEQUENT EVENTS

[a] Gain on sale of subsidiary's assets

      Effective the 15th day of December, 2003, the Company sold to NTN
Communications, Inc. (Amex: NTN) the assets and certain liabilities of NTN
Interactive Network, Inc. The Company sold NTN Interactive Network's assets for
approximately US$1.55 million. The consideration was composed of US$250,000 in
cash, US$650,000 in shares of unregistered NTN common stock (approximately
238,000 shares valued at the closing market price on the date of sale which was
$2.73 per share). The Company intends to hold the shares of NTN for an
indeterminate period of time, no less than the required time for Rule 144
restrictions to be removed. The remainder of the purchase price was based upon
the application of unpaid licensing payables (approximating US$650,000) owed to
NTN Communications, Inc., at the closing of the transaction.

      The Company has adopted SFAS 144 and as a result the fiscal balances have
been restated in order to conform with the presentation of fiscal 2004 financial
presentation. Interactive is reported as part of the discontinued business
segment (previously entertainment segment).

      In an effort to streamline and focus the Company's resources on its core
business segment of systems integration, all other segments were decided to be
discontinued. Interactive had historical been profitable, provided positive cash
flows and faced little or no competition; however the organization no longer
strategically fit with the Company and the asset were sold.

      Details of the transaction are detailed below

-----------------------------------------------
Proceeds
   Shares                             $853,125
   Loan receivable                     328,125
Assets sold                          (953,267)
Liabilities assumed                  1,531,330
-----------------------------------------------
Gain from sale of subsidiary        $1,759,313
-----------------------------------------------

[b] Sale of Buildings and Land

      During the fiscal year ended August 31, 2002, we owned an approximately
25,000 square foot parcel of land, located at 14 Meteor Drive in Toronto,
Ontario, on which stands a 12,500 square foot, one story building. On December
19, 2003, we sold this land and building to an unrelated third party for
approximately $730,000 and recorded a gain on the sale of approximately
$100,000.

      During the fiscal year ended August 31, 2002, we owned an approximately
29,000 square foot parcel of land, located at 10 Meteor Drive, Toronto, Ontario,
on which stands a 14,000 square foot, two story building. We sold this land and
building to an unrelated party on March 7, 2004 for approximately $710,000. The
Company anticipates a gain of approximately $70,000.

[c] Logicorp Advances

      During 2003, B.O.T.B., an affiliated company, advanced Logicorp Data
Systems $820,000. The advance is due on demand and did not carry a stated
interest rate. Due to its long-term nature, the Company has imputed interest on
the advance at a rate of 9%.


                                      -10-
<PAGE>

[d] Resignation of Stephen McDermott (CEO)

      Effective April 28, 2004, Stephen McDermott resigned his posts of Chief
Executive Officer and Chairman of the Board. David Bolink, current Board Member
has been appointed Chief Executive Officer and Chairman of the Board.

[e] Sale of Logicorp

      Effective August 8, 2004, the Company's previously wholly-owned
subsidiaries, Logicorp Data Systems Inc., and Logicorp Service Group Inc.
(together, "Logicorp") issued common shares to NewMarket Technologies
("NewMarket"), a publicly-traded company for US$2.1 million, such that NewMarket
holds 51% of the outstanding equity securities of Logicorp. In exchange for 51%
of these subsidiaries, NewMarket will pay Logicorp $1.1 million in cash at
closing. An additional $1.0 million will be paid to Logicorp according to the
terms of a $1.0 million, 24-month promissory note. As a result of this
transaction, the Company holds the remaining 49% of the outstanding shares of
Logicorp.

      Twelve (12) months following the first anniversary of the purchase of the
51% interest, if Logicorp has achieved annual sales of at least $18,000,000 with
at least a breakeven profit, Chell Group will have an option to require
NewMarket to acquire the remaining 49% of the sellers remaining stock for a
purchase price of $1,900,000 to be paid in NewMarket stock with piggyback
registration rights. NewMarket will have an equal right to require the sale of
Chell Group's remaining 49% stock position in Logicorp under the same
performance conditions.


[f]1109822 Alberta Inc.

      Subsequent to year end, on May 26, 2004, the Company founded a new
Canadian subsidiary corporation, 1109822 Alberta Ltd. This wholly-owned
subsidiary was created to act as a holding company for investments in various
sectors, including electronic payment processing. 1109822 Alberta Ltd. has
purchased 33 Units of a Canadian limited partnership, Tech Income Limited
Partnership 1 ("Tech Income") for $495,000 (approximately US$390,000 at current
exchange rates). Tech Income was founded in early 2004 with the objective of
building products and services to compete in the growing online payment
processing industry. Tech Income is currently carrying on business as "Broker
Payment Systems" or "BPS". This is an electronic payment transfer system which
facilitates payments and transfers of funds securely and in real time to and
from equity brokerage firms for investing clients. BPS is currently marketing
this system in the United States. Management of the Company (and its subsidiary)
believes that the Chell Group can better profit from the expected growth in this
sector by pooling resources with Tech Income (and its existing product offering)
rather than by moving into this area alone. The most recent information provided
to us by Tech Income (as at September 15, 2004) shows that 1109822 Alberta Ltd.
holds approximately 32% of Tech Income's issued and outstanding units. This
position may be diluted as Tech Income continues to sell units to other
investors. The Company expects to account for this under the equity method of
accounting.

      Broker Payment Management Inc., which works with Tech Income in
distributing the BPS products and services, has been invested in directly by the
Company ($495,000 was advanced on June 18, 2004). Chell Group currently (as at
September 15, 2004) holds approximately 19% of Broker Payment Management Inc.'s
equity shares. The Company expects to account for this under the cost method of
accounting.


                                      -11-
<PAGE>

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

GENERAL

      Management is responsible for preparing the Company's consolidated
financial statements and related information that appears in this Form 10-Q.
Management believes that the consolidated financial statements fairly reflect
the form and substance of transactions and reasonably present the Company's
consolidated financial condition and results of operations in conformity with
accounting principles generally accepted in the United States of America
("GAAP"). Management has included in the Company's consolidated financial
statements amounts that are based on estimates and judgments, which it believes
are reasonable under the circumstances. The Company maintains a system of
internal accounting policies, procedures and controls intended to provide
reasonable assurance, at the appropriate cost, that transactions are executed in
accordance with the Company's authorization and are properly recorded and
reported in the consolidated financial statements, and that assets are
adequately safeguarded.

      The Company's operations are primarily conducted through its 100% owned
subsidiaries: Logicorp Data Systems Ltd. ("LDS"), and Logicorp Service Group
Ltd., ("LSG") and LDS wholly-owned subsidiary eTelligent Solutions Inc.
("eTelligent").

      The following discussion addresses the financial condition and results of
operations of the Company. This discussion should be read in conjunction with
the Company's Annual Report on Form 10-K for the fiscal year ended August 31,
2002 and with the Company's unaudited consolidated interim financial statements
as of February 28, 2003 and for the three and six month periods ended February
28, 2003 and 2002 contained herein.

      Results for any interim periods are not necessarily indicative of results
for any full year.

CORPORATE BACKGROUND

      We are engaged in the business of providing interactive entertainment
services and systems integration services. Our core businesses are the systems
integration services provided by our Logicorp Data Systems Ltd. subsidiary and
the interactive entertainment services provided by our NTN Interactive Network
and GalaVu Entertainment Network Inc. subsidiaries.

      As of February 28, 2003, we had a working capital deficit of $21,370,584
and an accumulated deficit of $47,285,787. We generated revenues of $16,739,624
for the 2003 First Fiscal Half and incurred a net loss of $3,376,306. In
addition, during the 2003 Fiscal Year, net cash provided by operating activities
was $460,463.

      We are in a transitional stage of operations and, as a result, the
relationships between revenue, cost of revenue, and operating expenses reflected
in the financial information included in this annual file do not represent
future expected financial relationships. Accordingly, we believe that, at our
current stage of operations period-to-period comparisons of results of
operations are not meaningful.

PLAN OF OPERATIONS

      Our business strategy is to divest ourselves of non-core operating and
wind up all non-operating companies. While at the same time refocusing our
energies in our core companies and bring these operations to profitable
operations. Our core operations are the systems integration segment companies.
We will be bringing our corporate entity current with all of its filings and
will begin to petition for market status. While all the time looking for new
opportunities that may arise in order to increase our value and profitability.


                                      -12-
<PAGE>

      We expect our general and administrative costs to increase in future
periods due to our operating as a public company whereby we will incur added
costs for filing fees, increased professional services and insurance costs.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED FEBRUARY 28, 2003 COMPARED TO
THE THREE MONTHS ENDED FEBRUARY 28, 2002.

      The Company's total revenues for the 2003 Second Fiscal Quarter were
$10,655,631, compared to $9,615,690 for the 2002 Second Fiscal Quarter, an
increase of $1,039,941 or 10.8%. eTelligent was purchased on June 1, 2002, so
there are no comparative financials for the 2002 First Fiscal Quarter.
eTelligent accounted for $515,633 or 49.6% of the increase. Like for like growth
was $524,308 or 5.5%.

      Total cost of sales for the 2003 Second Fiscal Quarter were $9,531,739
compared to $8,787,826 for the 2002 Second Fiscal Quarter, an increase of
$743,913 or 8.5%. eTelligent was purchased on June 1, 2002, so there are no
comparative financials for the 2002 First Fiscal Quarter. eTelligent accounted
for $179,560 or 24.1% of the increase. Like for like growth was $564,353 or
75.9%.

      Total selling, general and administrative expenses for the 2003 Second
Fiscal Quarter were $2,269,935, compared to $1,446,220 for the 2002 Second
Fiscal Quarter, an increase of $823,715 or 57.0%. eTelligent was purchase June
1, 2002, so there are no comparative financials for the 2002 Second Fiscal
Quarter. eTelligent accounted for $229,881 or 27.9% of the total increase. Like
for like growth was $593,834 or 72.1%. The increase can be attributed to
increase compensation, accounting and legal fees. As a percentage of total
revenue these costs increased to 21.3% from 15.0% in the 2002 Second Fiscal
Quarter.

      Interest and bank charges for the 2003 Second Fiscal Quarter were
$627,069, compared to $964,236 for the 2002 Second Fiscal Quarter, a decrease of
$337,167 or 35.0%. The decrease results from a one-time deemed interest charge
of $542,567 in the 2002 Second Fiscal Quarter, offset set by increased interest
charges due to increase levels of debt. As a percentage of total revenue these
costs decreased to 5.9% from 10.0% in the 2002 Second Fiscal Quarter.

      There was a $20,478 recovery of income taxes recorded in the 2003 Second
Fiscal Quarter compared with no provision/recovery of income taxes for the 2002
Second Fiscal Quarter. As the tax provision is based upon the individual
companies' taxable income, a minimal provision was incurred, as not all the
companies are in a taxable position. There are no deferred tax assets recorded
by the Company.

      As a result of all of the above, the net loss from continuing operations
for the 2003 Second Fiscal Quarter was $2,067,079, compared to net loss of
$1,710,560 for the 2002 Second Fiscal Quarter, an increase of $356,519. This
loss was primarily the result from increased selling general and administration
costs offset by decreased interest costs.

      The loss from discontinued operations for the 2003 Second Fiscal Quarter
was $338,251, compared to net loss of $1,087,057 for the 2002 Second Fiscal
Quarter, a decrease of $748,806. This gain was primarily the result of no losses
($366,707) from the discontinued operation of Magic, which was sold on March 18,
2002.

         As a result of all of the above, the net loss for the 2003 Second
Fiscal Quarter was $2,405,330, compared to net loss of $2,797,617 for the 2002
Second Fiscal Quarter, a decrease of $392,287. The 2003 Second Fiscal Quarter
reduced loss resulted primarily from decreased losses from discontinued
operations ($748,806) and decreased interest costs ($337,167) offset by the
increase to selling general and administration costs ($825,715).


                                      -13-
<PAGE>

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED FEBRUARY 28, 2003 COMPARED TO THE
SIX MONTHS ENDED FEBRUARY 28, 2002.

      The Company's total revenues for the 2003 First Fiscal Half are
$16,739,624, compared to $9,617,315 for the 2002 First Fiscal Half, an increase
of $7,122,309. Logicorp was purchased on January 1, 2002 and eTelligent was
purchased on June 1, 2002, therefore the comparative financials for the 2002
First Fiscal Half only have two months versus six for the 2003 First Fiscal
Half. The total sales for the four months in the 2003 First Fiscal Half were
$6,337,563 or 89.0% of the total increase.

      Total cost of sales for the 2003 First Fiscal Half were $14,811,114
compared to $8,787,826 for the 2002 First Fiscal Half, an increase of
$6,023,288. Logicorp was purchased on January 1, 2002 and eTelligent was
purchased on June 1, 2002, so the comparative financials for the 2002 First
Fiscal Half only have two months versus six for the 2003 First Fiscal Half. The
total cost of sales for the four months in the 2003 First Fiscal Half were
$5,953,264 or 99% of the total increase.

      Total selling, general and administrative expenses for the 2003 First
Fiscal Half were $4,262,113, compared to $1,837,260 for the 2002 First Fiscal
Half, an increase of $2,424,853 or 132%. Logicorp was purchased on January 1,
2002 and eTelligent was purchased on June 1, 2002, so the comparative financials
for the 2002 First Fiscal Half only have two months versus six for the 2003
First Fiscal Half. The total selling general and administrative expenses for the
four months in the 2003 First Fiscal Half were $1,835,228 or 75.7% of the total
increase.

      Interest and bank charges for the 2003 First Fiscal Half were $1,216,769,
compared to $1,334,666 for the 2002 First Fiscal Half, a decrease of $117,897 or
8.8%. The decrease results from a one-time interest deemed interest charge of
$542,567 in the 2002 Second Fiscal Quarter, offset set by increased interest
charges due to increase levels of debt. As a percentage of total revenue these
costs decreased to 7.3% from 13.9% in the 2002 Second Fiscal Quarter.

      There was an $18,195 recovery of income taxes recorded in the 2003 First
Fiscal Half compared with no provision/recovery of income taxes for the 2002
First Fiscal Half. As the tax provision is based upon the individual companies'
taxable income, a minimal provision was incurred, as not all the companies are
in a taxable position. There are no deferred tax assets recorded by the Company.

      As a result of all of the above, the net loss from continuing operations
for the 2003 First Fiscal Half was $4,406,696, compared to net loss of
$2,639,586 for the 2002 First Fiscal Half, an increase of $1,767,110. This loss
was primarily the result of the addition of Logicorp and eTelligent for a full
fiscal half.

      The gain from discontinued operations for the 2003 First Fiscal Half was
$1,030,390, compared to net loss of $1,279,069 for the 2002 First Fiscal Half,
an increase of $2,309,459. This gain was primarily the result of the retirement
of debt incurred with the GalaVu subsidiary of $2,051,215 and decreased
operating losses from the discontinued operation of $258,244.

      As a result of all of the above, the net loss for the 2003 First Fiscal
Half was $3,376,306, compared to net loss of $3,918,655 for the 2002 First
Fiscal Half, a decrease of $545,349. The 2003 First Fiscal Half reduced loss
resulted primarily from gains from discontinued operations offset by increase in
continuing operating losses.

LIQUIDITY AND CAPITAL RESOURCES

      The Company's working capital deficit changed from $17,551,881 at August
31, 2002 to $21,370,588 at February 28, 2003, an increase of $3,818,707.

      For the 2003 First Fiscal Half, the Company had a net decrease of cash
from operations of $421,079 compared to a net decrease of $1,878,690 in the 2002
First Fiscal Half.


                                      -14-
<PAGE>

      Cash used in operating activities for the 2003 First Fiscal Half was
$19,847, compared to $3,466,790 used in operating activities in the 2002 First
Fiscal Half. In 2003, the major items that contributed to cash being used in
operating activities were as follows: net loss with non-cash expenses added back
of $2,107,069, the decrease in accounts receivable of $1,427,214, increase in
inventory of $80,925, increase in prepaid expenses of $30,062 and the decrease
in deferred revenue of $347,297. The major items that contributed to cash being
provided by operating activities were as follows: the increase in accounts
payable and accrued liabilities of $3,224,191 and the increase in accrued
interest of $565,450. In the 2002 First Fiscal Half, the major item that
contributed to cash being used in operating activities was the net loss with
non-cash expenses added back of $3,212,914, the increase in accounts receivable
of $8,576,727, the increase in inventory of $1,824,321, increase in other
accounts receivable of $208,883 and the increase in other assets of $315,871.
The major sources of cash provided by operating activities included increases in
accounts payable and accrued liabilities of $10,680,849.

      Cash provided by investing activities in the 2003 First Fiscal Half was
$150,258 compared to the $1,812,750 used in investing activities in the 2002
First Fiscal Half, an increase of $1,963,008. The increase was primarily the
result of the purchase of Logicorp ($1,500,000) that occurred in the 2002 First
Fiscal Half.

      Cash used in financing activities in the 2003 First Fiscal Half was
$240,094, compared to the $3,400,850 provided by the 2002 First Fiscal Half. The
decrease is primarily due to the decreased levels of funds raised.

      Our business plan for 2003 contemplates obtaining additional working
capital through refinancing or restructuring of our existing loan agreements,
reducing operating overhead (which has already begun through workforce
consolidation), and the possible sale of some of our existing subsidiaries. Our
management is of the opinion that they will be able to obtain enough working
capital and that together with funds provided by operations, there will be
sufficient working capital for the Company's requirements.


                                      -15-
<PAGE>

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION FOR THE PURPOSE OF
SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995.

      The Company and its representatives may, from time to time, make written
or oral forward-looking statements with respect to their current views and
estimates of future economic circumstances, industry conditions, company
performance and financial results. These forward-looking statements are subject
to a number of factors and uncertainties, which could cause the Company's actual
results and experiences to differ materially from the anticipated results and
expectations, expressed in such forward-looking statements. The Company cautions
readers not to place undue reliance on any forward-looking statements, which
speak only as of the date made. Among the factors that may affect the operating
results of the Company are the following: (i) fluctuations in the cost and
availability of raw materials, such as feed grain costs in relation to
historical levels; (ii) market conditions for finished products, including the
supply and pricing of alternative proteins which may impact the Company's
pricing power; (iii) risks associated with leverage, including cost increases
attributable to rising interest rates; (iv) changes in regulations and laws,
including changes in accounting standards, environmental laws, occupational and
labor laws, health and safety regulations, and currency fluctuations; and (v)
the effect of, or changes in, general economic conditions.

      This management discussion and analysis of the financial condition and
results of operations of the Company may include certain forward-looking
statements, within the meaning of Section 27A of the Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended,
including, without limitation, statements with respect to anticipated future
operations and financial performance, growth and acquisition opportunity and
other similar forecasts and statements of expectation. Words such as expects,
anticipates, intends, plans, believes, seeks, estimates, should and variations
of those words and similar expressions are intended to identify these
forward-looking statements. Forward-looking statements made by the Company and
its management are based on estimates, projections, beliefs and assumptions of
management at the time of such statements and are not guarantees of future
performance. The Company disclaims any obligations to update or review any
forward-looking statements based on the occurrence of future events, the receipt
of new information or otherwise.

      Actual future performance, outcomes and results may differ materially from
those expressed in forward-looking statements made by the Company and its
management as a result of a number of risks, uncertainties and assumptions.
Representative examples of these factors include, without limitation, general
industrial and economic conditions; cost of capital and capital requirements;
shifts in customer demands; changes in the continued availability of financial
amounts and the terms necessary to support the Company's future business.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Inflation

      The rate of inflation has had little impact on the Company's operations or
financial position during the six months ended February 28, 2003 and February
28, 2002 and inflation is not expected to have a significant impact on the
Company's operations or financial position during the 2003 Fiscal Year.

Foreign Exchange Risk

      The Company pays a number of its suppliers, including its licensor and
principal supplier, NTN Communications, Inc., in US dollars. In addition the
Company holds a large amount of US dollar debt, and fluctuations in the value of
the Canadian dollar against the US dollar will have an impact on its gross
profit as well as its net income. If the value of the Canadian dollar falls
against the US dollar, the cost of sales of the Company will increase thereby
reducing its gross profit and net income. Conversely, if the value of the
Canadian dollar rises against the US dollar, its gross profit and net income
will increase.


                                      -16-
<PAGE>

      As of February 28, 2003, the Company had outstanding indebtedness of
approximately $5.3 million denominated in U.S. dollars. The potential foreign
exchange loss resulting from a hypothetical 10% increase for the six months
ended February 28, 2003 in the devaluation of the Cdn/US dollar exchange rate
would be approximately $530,000. This loss would be reflected in the balance
sheet as increases in the principal amount of its dollar-denominated
indebtedness and in the income statement as an increase in foreign exchange
losses, reflecting the increased cost of servicing dollar-denominated
indebtedness. This analysis does not take into account the positive effect that
the hypothetical increase would have on accounts receivable and other assets
denominated in U.S. dollars.

ITEM 4. CONTROLS AND PROCEDURES

      As of the end of the period covered by this quarterly report, an
evaluation was performed under the supervision and with the participation of the
Company's management, including the Chief Executive Officer and Chief Financial
Officer, of the effectiveness of the design and operation of the Company's
disclosure controls and procedures (as defined in Section 13a-15(e) and
15d-15(3) of the Securities Exchange Act of 1934, as amended). Based on that
evaluation, the Chief Executive Officer and Chief Financial Officer concluded
that the design and operation of these disclosure controls and procedures were
effective.

      There have been no significant changes in the Company's internal controls
over financial reporting that occurred during the Company's second fiscal
quarter that has materially affected or is reasonably likely to materially
affect, the Company's internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. SUBMISSIONS OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.

ITEM 5. OTHER INFORMATION

None.


                                      -17-
<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)   Exhibits

      The following list sets forth the applicable exhibits (numbered in
accordance with Item 601 of Regulation S-K) required to be filed with this
Quarterly Report on Form 10-Q:

<TABLE>
<CAPTION>
    Exhibit
    Number                    Description of Exhibit                                          Location
<S>           <C>                                                                            <C>
      2.1     Stock Purchase Agreement, dated October 1, 1996, among Connolly-Daw
              Holdings Inc., 1199846 Ontario Ltd., Douglas Connolly, Wendy Connolly and
              NTN Interactive Network Inc., minus Schedules thereto....................      +1, Exh. 10.1
      3.1     Articles of Incorporation, as amended to date............................              p. 59
      3.2     By-Laws, as amended to date..............................................              p. 62
      4.1     Specimen Stock Certificate...............................................              p. 71
     10.1     License Agreement, dated March 23, 1990, between NTN Communications, Inc.      +2, Exh. 10.9
     10.2     Stock Purchase Agreement, dated as of October 4, 1994, between NTN Canada
              and NetStar Enterprises Inc. (formerly, Labatt Communications Inc.)......         +3, Exh. A
     10.3     Option, dated as of October 4, 1994, registered in the name of NetStar
              Enterprises Inc. (formerly, Labatt Communications Inc)...................         +3, Exh. B
     10.4     Designation Agreement dated as of October 4, 1994, among NTN Canada,
              Inc., NTN Interactive Network Inc. and NetStar Enterprises Inc. (formerly
              Labatt Communications Inc.)..............................................         +3, Exh. C
     10.5     Registration Rights Agreement, dated as of October 4, 1994, between NTN
              Canada and NetStar Enterprises Inc. (formerly, Labatt Communications Inc.)        +3, Exh. D
     10.6     Promissory Note of NTN Interactive Network Inc. registered in the name of
              Connolly-Daw Holdings, Inc...............................................      +1, Exh. 10.2
     10.7     Promissory Note of NTN Interactive Network Inc., registered in the name
              of 1199846 Ontario Ltd...................................................      +1, Exh. 10.3
     10.8     Option Agreement, dated October 1, 1996, among Connolly-Daw Holdings
              Inc., NTN Interactive Network Inc. and NTN Canada, Inc...................      +1, Exh. 10.5
     10.9     Option Agreement, dated October 1, 1996, among 1199846 Ontario Ltd., NTN
              Interactive Network Inc. and NTN Canada, Inc.............................      +1, Exh. 10.6
    10.10     Registration Rights Agreement, dated October 1, 1996, among NTN Canada,
              Inc., Connolly-Daw Holdings Inc. and 1199846 Ontario Ltd.................      +1, Exh. 10.4
    10.11     Employment Agreement dated as of August 31, 1994, between NTN Interactive
              Network Inc. and Peter Rona..............................................     +4, Exh. 10.11
    10.12     Management Agreement dated October 1, 1996, between Magic Lantern
              Communications Ltd. and Connolly-Daw Holdings Inc........................     +4, Exh. 10.12
    10.13     Employment Agreement dated October 1, 1996, between Magic Lantern
              Communications Ltd. and Douglas Connolly.................................     +4, Exh. 10.13
    10.14     Employment Agreement dated October 1, 1996, between Magic Lantern
              Communications Ltd. and Wendy Connolly...................................     +4, Exh. 10.14
    10.15     Asset Purchase Agreement, dated September 10, 1999, by and between
              1373224 Ontario Limited, Networks North Inc. and Arthur Andersen Inc., to
              acquire the property and assets of GalaVu Entertainment Inc., from the
              person appointed by the court of competent jurisdiction as the receiver
              or receiver and manager of the property, assets and undertaking of
              GalaVu. .................................................................     +5, Exh. 10.15
</TABLE>


                                      -18-
<PAGE>

<TABLE>
<S>           <C>                                                                            <C>
    10.16     Promissory Note, dated September 10, 1999, by and between 1373224 Ontario
              Limited, as Debtor, and the Holder, as Creditor. ........................     +5, Exh. 10.16
    10.17     General Security Agreement, dated September 10, 1999, by and between
              1373224 Ontario Limited, to acquire the property and assets of GalaVu
              Entertainment Inc., from the person appointed by the court of competent
              jurisdiction as the receiver or receiver and manager of the property,
              assets and undertaking of GalaVu.........................................     +5, Exh. 10.17
    10.18     Securities Pledge Agreement, dated September 10, 1999, by and between
              1373224 Ontario Limited to acquire the property and assets of GalaVu
              Entertainment Inc., from the person appointed by the court of competent
              jurisdiction as the receiver or receiver and manager of the property,
              assets and undertaking of GalaVu.........................................     +5, Exh. 10.18
    10.19     Certificate to the Escrow Agent certifying that the conditions of Closing
              have been satisfied or waived............................................     +5, Exh. 10.19
    10.20     Certificate to the Escrow Agent certifying that the conditions of Closing
              have not been satisfied or waived........................................     +5, Exh. 10.20
    10.21     Occupancy and Indemnity Agreement, dated September 10, 1999, by and
              between 1373224 Ontario Limited to acquire the property and assets of
              GalaVu Entertainment Inc., from the person appointed by the court of
              competent jurisdiction as the receiver or receiver and manager of the
              property, assets and undertaking of GalaVu...............................     +5, Exh. 10.21
    10.22     Order of the Ontario Superior Court of Justice, dated September, 1999,
              approving the transaction contemplated herein, and vesting in the
              Purchaser the right, title and interest of GalaVu and the Receiver, if
              any, in and to the Purchased Assets, free and clear of the right, title
              and interest of any other person other than Permitted Encumbrances.......     +5, Exh. 10.22
    10.23     Bill of Sale, dated September 13, 1999, by and between 1373224 Ontario
              Limited to acquire the property and assets of GalaVu Entertainment Inc.,
              from the person appointed by the court of competent jurisdiction as the
              receiver or receiver and manager of the property, assets and undertaking
              of GalaVu................................................................     +5, Exh. 10.23
    10.24     Covenant of Networks North Inc. for valuable consideration to allot and
              issue and pay to the Receiver 100,000 common shares in accordance with
              the Purchase Agreement date September 10, 1999, between 1373224 Ontario
              Limited and the Receiver.................................................     +5, Exh. 10.24
    10.25     Agreement of Purchase and Sale dated August 4, 2000 by and among Networks
              North Inc., Networks North Acquisition Corp., Chell.com Ltd. and Cameron
              Chell.....................................................................        +6, Exh. A
    10.26     Valuation of Chell.com Ltd. as of May 31, 2000 by Stanford Keene.........        +6, Exh. B.
    10.27     Share Purchase Agreement by and among Chell Group Corporation, Chell
              Merchant Capital Group, Inc., Melanie Johannesen, Randy Baxandall, Morris
              Chynoweth, Elaine Chynoweth, the Johannesen Family Trust, the Baxandall
              Family Trust, the Merc Family Trust, Logicorp Data Systems Ltd., 123557
              Alberta Ltd., Logicorp Service Group Ltd. and 591360 Alberta
              Ltd................................................................          +7, Exhibit 2.1
    10.28     Share Purchase Agreement, dated as of April 25, 2003 between DVOD
              Networks Inc., and Chell Group Corporation, minus schedules thereto;
    10.29     Assignment of Debt and Security, dated April 25, 2003 between Chell Group
              Corporation and DVOD Networks Inc;
    10.30     Assignment of Debt and Security, dated April 25, 2003 among NTN
              Interactive Network Inc., DVOD Networks Inc and GalaVu Entertainment
              Network Inc.;
</TABLE>


                                      -19-
<PAGE>

<TABLE>
<S>           <C>                                                                            <C>
    10.31     Form of Assignment of Debt and Security, dated April 25, 2003 among
              488605 Ontario Limited, Ruth Margel and DVOD Networks Inc., minus
              schedules thereto.
    10.32     Stock Purchase Agreement dated as of August 2, 2004, by and among             +5, Exh. 10.25
              NewMarket Technology, Inc., the Registrant and Logicorp Data Systems, Ltd.
    10.33     Bonus Agreement entered into August 2, 2004, by and between the               +5, Exh. 10.26
              Registrant and NewMarket Technology.
    10.34     Form of Promissory Note issued by NewMarket Technology, Inc. to Logicorp      +5, Exh. 10.27
              Data Systems, Ltd.
    10.35     Unanimous Shareholders Agreement dated August 2, 2004 by and among            +5, Exh. 10.28
              NewMarket Technology, Inc., the Registrant and Logicorp Data Systems, Ltd.
    10.36     Registration Rights Agreement dated as of August 2, 2004, is entered into     +5, Exh. 10.29
              by and among NewMarket Technology, Inc., and the Registrant.
    . . . . .
    21        List of Subsidiaries.....................................................              p. 19

    31.1      Certification of the Chief Executive Officer pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

    31.2      Certification of the Chief Financial Officer pursuant to Section 302 of the
              Sarbanes-Oxley Act of 2002

    32.1      Certification of the Chief Executive Officer pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002

    32.2      Certification of the Chief Financial Officer pursuant to Section 906 of the
              Sarbanes-Oxley Act of 2002
</TABLE>

----------------

+1    All Exhibits so indicated are incorporated herein by reference to the
      exhibit listed above in the Company's Current Report on Form 8-K (Date of
      Report: October 2, 1996) (File No. 0-18066), filed on October 17, 1996.

+2    All Exhibits so indicated are incorporated herein by reference to the
      exhibit listed above in the Annual Report on Form 10-K of NTN
      Communications, Inc., for its fiscal year ended December 31, 1990) (File
      No. 2-91761-C), filed on April 1, 1991.

+3    All Exhibits so indicated are incorporated herein by reference to the
      exhibit listed above in the Company's Current Report on Form 8-K (Date of
      Report: October 4, 1994) (File No. 0-18066), filed on October 18, 1994.

+4    All Exhibits so indicated are incorporated herein by reference to the
      exhibit listed above in the Company's Annual Report on Form 10-K (Date of
      Report: November 27, 1996) (File No. 0-18066), filed on December 16, 1996.

+5    All Exhibits so indicated are incorporated herein by reference to the
      exhibit listed above in the Company's 8-K (Date of Report: September 13,
      1997) (File No. 0-18066), filed on December 16, 1996.

+6    All Exhibits so indicated are incorporated herein by reference to the
      exhibit number listed above in the Definitive Proxy Statement on Form 14A
      of the Registrant (File No. 000-18066), filed with the Securities and
      Exchange Commission on August 8, 2000.

+7    All Exhibits so indicated are incorporated herein by reference to the
      exhibit number listed above in the Company's Current Report on Form 8-K
      (Date of Report: December 13, 2001) (File No. 0-18066), filed on December
      28, 2001.

++    Filed electronically pursuant to Item 401 of Regulation S-T.


                                      -20-
<PAGE>

                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                       CHELL GROUP CORPORATION


                                       By       /s/ David Bolink
Dated: November 30, 2004                 ---------------------------------------
                                                 DAVID BOLINK
                                             CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.


                                                /s/ David Bolink
Dated: November 30, 2004                 ---------------------------------------
                                                  DAVID BOLINK
                                           CHIEF EXECUTIVE OFFICER AND
                                             CHIEF ACCOUNTING OFFICER


                                      -21-