FORM 10-Q/A NO. 1

                       Securities and Exchange Commission
                              Washington D.C. 20549

      AMENDMENT NO. 1 TO QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

For the fiscal quarter ended: NOVEMBER 30, 2000
Commission file number: 0-18066

                          CHELL GROUP CORPORATION INC.
                           F/K/A NETWORKS NORTH, INC.
             (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.)

                          800 THIRD AVENUE, 21ST FLOOR
                            NEW YORK, NEW YORK 10022
                    (Address of principal executive offices)
                                   (Zip Code)

                                 (416) 675-0874
              (Registrant's telephone number, including area code)

      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 |X| No |_|

Indicate the number of shares outstanding of each of the registrant's classes of
    common stock, as of January 12, 2000: 8,358,663 shares of common stock,
                          par value $.0467 per share.

<PAGE>

                          CHELL GROUP CORPORATION INC.
                     (FORMERLY KNOWN AS NETWORKS NORTH INC.)
                                AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL INFORMATION

                  FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000

<TABLE>
<CAPTION>
PART I - FINANCIAL INFORMATION

Item 1.  FINANCIAL STATEMENTS:                                                                        PAGE
<S>                                                                                                    <C>
     Consolidated Balance Sheets -
          as at November 30, 2000 (unaudited) and August 31, 2000                                       1

     Consolidated Statements of Operations and Retained Earnings -
          for the Three Months Ended November 30, 2000 and 1999 (unaudited)                             2

     Consolidated Statements of Cash Flows -
          for the Three Months Ended November 30, 2000 and 1999 (unaudited)                             3

     Notes to Consolidated Financial Statements                                                         4

Item 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND                                9
         RESULTS OF OPERATIONS

PART II - OTHER INFORMATION

Item 2.  CHANGES IN SECURITIES                                                                         14

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS                                           15

Item 6.  EXHIBITS AND REPORTS ON FORM 8-K                                                              16

SIGNATURES                                                                                             17
</TABLE>

                                       2
<PAGE>

                          CHELL GROUP CORPORATION INC.
                     (FORMERLY KNOWN AS NETWORKS NORTH INC.)
                           CONSOLIDATED BALANCE SHEETS
                   AS AT NOVEMBER 30, 2000 AND AUGUST 31, 2000
                         (Expressed in Canadian dollars)

<TABLE>
<CAPTION>
----------------------------------------------------------------------------------------------------------
                                                                     NOVEMBER 30, 2000     August 31, 2000
                                                                        (UNAUDITED)
                                                                    (RESTATED -NOTE 11)  (RESTATED -NOTE 11)
                                                                             $                    $
----------------------------------------------------------------------------------------------------------
<S>                                                                      <C>                 <C>
ASSETS
CURRENT
Cash and cash equivalents                                                 1,199,088           1,355,613
Short-term investments                                                      287,852             269,727
Accounts receivable, trade - net of allowance for doubtful
         accounts of $185,500; August - $178,000                          2,997,726           3,154,134
Other receivables                                                           168,460             216,990
Income taxes receivable                                                     220,642             143,227
Inventory                                                                   220,652             206,216
Prepaid expenses                                                            564,670             636,726
----------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                      5,659,090           5,982,633
----------------------------------------------------------------------------------------------------------
Property and equipment, net                                               9,438,858           7,721,769
Software development costs, net                                             187,500             200,000
Licenses, net of accumulated amortization                                   245,814             250,248
Goodwill, net of accumulated amortization                                 2,898,909           2,863,146
Notes receivable                                                            160,000             160,000
Deposit on purchase                                                         614,400                  --
Other assets, net of amortization                                           186,799             202,799
----------------------------------------------------------------------------------------------------------
                                                                         19,391,370          17,380,595
----------------------------------------------------------------------------------------------------------

LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT
Bank indebtedness                                                           127,000             133,000
Accounts payable - trade                                                  2,369,065           1,375,414
Accrued liabilities                                                       1,056,961           1,654,917
Current portion of long-term debt                                           863,018             397,632
----------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                 4,416,044           3,560,963
----------------------------------------------------------------------------------------------------------
Long-term debt                                                            4,344,017           4,377,040
Deferred income taxes payable                                                59,173              59,173
----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                         8,819,234           7,997,176
----------------------------------------------------------------------------------------------------------
Contingent liabilities
SHAREHOLDERS' EQUITY
Share capital
     900,000 preferred shares                                                10,917              10,917
     8,358,163 common shares [August - 2,925,141]                           564,483             191,122
     Capital in excess of par value                                      14,669,435          10,454,669
Deficit                                                                  (4,672,699)         (1,273,289)
----------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY                                               10,572,136           9,383,419
----------------------------------------------------------------------------------------------------------
                                                                         19,391,370          17,380,595
----------------------------------------------------------------------------------------------------------
</TABLE>

         The accompanying notes are an integral part of these statements


                                       1
<PAGE>

                          CHELL GROUP CORPORATION INC.
                     (FORMERLY KNOWN AS NETWORKS NORTH INC.)
                    CONSOLIDATED STATEMENTS OF OPERATIONS AND
                           RETAINED EARNINGS (DEFICIT)
       FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND NOVEMBER 30, 1999
                   (Expressed in Canadian dollars - unaudited)

<TABLE>
<CAPTION>
=====================================================================================================
                                                             NOVEMBER 30, 2000      November 30, 1999
                                                            (Restated - Note 11)
                                                                     $                     $
-----------------------------------------------------------------------------------------------------
<S>                                                               <C>                   <C>
REVENUE
Network services                                                   1,626,071            1,598,024
Pay-TV                                                             1,785,106            1,836,700
Event programming                                                     61,207              100,700
Ad sponsorship                                                        58,845              195,810
Video/software sales                                               1,055,879            1,438,879
Video dubbing                                                        159,975              219,491
Digital encoding                                                     228,609              102,547
Other                                                                 27,173               43,455
-----------------------------------------------------------------------------------------------------
                                                                   5,002,865            5,535,596
-----------------------------------------------------------------------------------------------------

COST OF SALES
Network services                                                     579,812              527,266
Pay-TV                                                               728,268              511,800
Event programming                                                         --               18,938
Ad sponsorship                                                            --                3,750
Video/software sales                                                 432,062              682,460
Video dubbing                                                          8,560               56,088
Digital encoding                                                       5,916                2,412
Other                                                                     --                4,476
-----------------------------------------------------------------------------------------------------
                                                                   1,754,618            1,807,190
-----------------------------------------------------------------------------------------------------

EXPENSES
Selling, general and administrative expenses                       5,196,637            2,587,398
Bad debt                                                              34,879                4,540
Interest and bank charges                                            199,724               80,179
Write off of leasehold improvements                                  355,560                   --
Depreciation and amortization                                        850,677              499,477
-----------------------------------------------------------------------------------------------------
Income (loss) before undernoted                                   (3,389,230)             556,812
Provision for income taxes                                                --              298,458
Minority interest                                                     10,180               (4,253)
-----------------------------------------------------------------------------------------------------
NET INCOME (LOSS) AND COMPREHENSIVE INCOME (LOSS) FOR
THE PERIOD                                                        (3,399,410)             262,607

Retained earnings (deficit), beginning of period                  (1,273,289)           1,050,332
-----------------------------------------------------------------------------------------------------
RETAINED EARNINGS (DEFICIT), END OF PERIOD                        (4,672,699)           1,312,939
=====================================================================================================

EARNINGS (LOSS) PER SHARE:
Basic                                                                  (0.41)                0.09
Diluted                                                                (0.41)                0.09
-----------------------------------------------------------------------------------------------------
</TABLE>

         The accompanying notes are an integral part of these statements


                                       2
<PAGE>

                          CHELL GROUP CORPORATION INC.
                     (FORMERLY KNOWN AS NETWORKS NORTH INC.)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND NOVEMBER 30, 1999
                   (Expressed in Canadian dollars - unaudited)

<TABLE>
<CAPTION>
============================================================================================================
                                                                       November 30, 2000   November 30, 1999
                                                                     (Restated - Note 11)
                                                                               $                   $
------------------------------------------------------------------------------------------------------------
<S>                                                                        <C>                   <C>
OPERATING ACTIVITIES
Net income (loss) and comprehensive income (loss) for the period           (3,399,410)           262,607
Adjustments to reconcile net income to net cash
     used in operating activities:
     Depreciation and amortization                                            850,677            499,477
     Accretion of interest on non-interest bearing promissory notes            45,896             43,269
     Amortization of discount of debenture payable                            108,841                 --
     Write-off of leasehold improvements                                      355,560                 --
     Write-off of prepaids arising from Chell asset purchase                  359,662                 --
Changes in assets and liabilities:
     Increase in short-term investments                                       (18,125)              (873)
     Decrease (increase) in accounts receivable, trade                        156,408         (2,626,013)
     Decrease (increase) in income taxes receivable                           (77,415)           157,464
     Decrease (increase) in inventory                                         (14,436)            13,441
     Decrease (increase) in prepaid expenses                                  126,095           (248,728)
     Decrease in other accounts receivable                                     49,934                 --
     Increase in accounts payable and accrued liabilities                     349,797            685,912
     Increase in income taxes payable                                              --            133,542
------------------------------------------------------------------------------------------------------------
CASH USED IN OPERATING ACTIVITIES                                          (1,106,516)        (1,079,902)
------------------------------------------------------------------------------------------------------------

INVESTING ACTIVITIES
Purchase of property and equipment                                           (738,956)          (374,757)
Increase in deposit on purchase                                              (614,400)                --
------------------------------------------------------------------------------------------------------------
CASH USED IN INVESTING ACTIVITIES                                          (1,353,356)          (374,757)
------------------------------------------------------------------------------------------------------------

FINANCING ACTIVITIES
Bank indebtedness                                                              (6,000)            (6,000)
Increase in notes and loans payable                                         2,296,599             15,967
Repayment of notes and loans payable                                          (13,933)                --
Proceeds from exercise of options                                              26,681                 --
------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY FINANCING ACTIVITIES                                       2,303,347              9,967
------------------------------------------------------------------------------------------------------------

NET DECREASE IN CASH AND CASH eQUIVALENTS DURING THE PERIOD                  (156,525)        (1,444,692)
Cash and cash equivalents, beginning of period                              1,355,613          2,018,122
------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                    1,199,088            573,430
============================================================================================================

------------------------------------------------------------------------------------------------------------
Income Taxes Paid                                                              77,415              2,500
Interest Paid                                                                  46,559             36,910
</TABLE>

      Non cash items arose from the purchase of Chell.com assets during the 2001
First Fiscal Quarter. They are: $1,723,779 of property & equipment,  $107,589 of
goodwill,  $54,039 of prepaids, $16,000 other assets and in addition shares were
issued (Note 5).

         The accompanying notes are an integral part of these statements


                                       3
<PAGE>

                          CHELL GROUP CORPORATION INC.
                     (FORMERLY KNOWN AS NETWORKS NORTH INC.)
                                AND SUBSIDIARIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000 AND NOVEMBER 30, 1999 (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 Networks  North Inc. (the  "Company")  (Commission
No.:0-18066),  filed with the Securities and Exchange Commission on December 14,
2000. The results of operations for the three months ended November 30, 2000 are
not necessarily indicative of the results for the full fiscal year ending August
31, 2001.

Note 2. GENERAL

      The  financial  statements  of the  Company  for the  three  months  ended
November 30, 2000 (the "2001 First Fiscal  Quarter"),  include the operations of
the  Company's  wholly-owned  subsidiaries  Chell  Merchant  Capital  Group Inc.
("CMCG"),  Chell.com (USA) Ltd., NTN Interactive Network Inc. ("NTNIN"), 3484751
Canada  Inc.,  GalaVu   Entertainment   Network  Inc.   ("GalaVu")  and  NTNIN's
wholly-owned  subsidiaries  Magic  Lantern  Communications  Ltd.  ("Magic")  and
Interlynx Multimedia Inc. ("Interlynx").

      The  financial  statements  of the  Company  for the  three  months  ended
November 30, 1999 (the "2000 First Fiscal  Quarter"),  include the operations of
the Company's wholly-owned  subsidiaries NTN Interactive Network Inc. ("NTNIN"),
3484751 Canada Inc., GalaVu  Entertainment  Network Inc.  ("GalaVu") and NTNIN's
wholly-owned  subsidiaries  Magic  Lantern  Communications  Ltd.  ("Magic")  and
Interlynx Multimedia Inc. ("Interlynx").

      Magic  conducts  its  operations  directly  and through  its  wholly-owned
subsidiaries,  745695 Ontario Ltd.  ("Custom Video"),  B.C. Learning  Connection
Inc.  ("BCLC"),  and  1113659  Ontario  Ltd.  ("Viewer  Services")  and  its 75%
ownership of the outstanding shares of Sonoptic Technologies Inc.  ("Sonoptic").
Effective  September 1, 2000 the operations of BCLC and Custom Video were merged
with  Magic and the BCLC and Custom  Video  corporations  were  wound up.  Also,
effective September 1, 2000 Magic's wholly-owned subsidiary  TutorBuddy.com Inc.
commenced operations.

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


                                       4
<PAGE>

Note 3. BUSINESS  SEGMENT DATA FOR THE THREE MONTHS ENDED  NOVEMBER 30, 2000 AND
        NOVEMBER 30, 1999

<TABLE>
<CAPTION>
                                          2000 (RESTATED - NOTE 11)
--------------------------------------------------------------------------------------------------------------
                           ENTERTAINMENT   EDUCATION      E-COMMERCE      ASP      INTER-SEGMENT      TOTAL
                                                                       SERVICES     ADJUSTMENTS
                                 $             $               $                         $              $
--------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>             <C>        <C>              <C>          <C>
Total revenue                 3,556,462    1,314,560        184,000           --       (52,157)      5,002,865
Operating profit (loss)        (319,547)    (192,188)      (128,325)  (2,799,656)       50,486      (3.389,230)
Net income (loss)              (319,547)    (202,368)      (128,325)  (2,799,656)       50,486      (3,399,410)
Total assets                 13,658,107    4,092,117        292,104    1,349,042            --      19,391,370
Current liabilities           2,852,109      986,479        153,153      424,303            --       4,416,044
Total liabilities             6,319,112    1,922,666        153,153      424,303            --       8,819,234
--------------------------------------------------------------------------------------------------------------

<CAPTION>
                                                     1999
--------------------------------------------------------------------------------------------------------------
                           ENTERTAINMENT   EDUCATION      E-COMMERCE       ASP     INTER-SEGMENT      TOTAL
                                                                        SERVICES    ADJUSTMENTS
                                 $             $               $                         $               $
--------------------------------------------------------------------------------------------------------------
<S>                          <C>           <C>            <C>                 <C>      <C>          <C>
Total revenue                 3,838,944    1,570,697        190,220           --       (64,265)      5,535,596
Operating profit (loss)         579,706       48,860       (264,865)          --       193,111         556,812
Net income (loss)               281,248       53,113       (264,865)          --       193,111         262,607
Total assets                 12,519,966    3,898,105      2,477,305           --            --      18,895,376
Current liabilities           1,721,897    1,209,639         99,423           --            --       3,030,959
Total liabilities             5,371,703    1,220,653        952,286           --            --       7,544,642
--------------------------------------------------------------------------------------------------------------
</TABLE>

Note 4. 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  months  ended  November 30,
2000 and November 30, 1999:

<TABLE>
<CAPTION>
                                                            2000           1999
                                                            ----           ----
<S>                                                    <C>              <C>
Numerator:
 Net income (loss) (numerator for basic and diluted
 earnings (loss) per share)                            $ (3,399,410)    $  262,607
                                                       ============     ==========

Denominator:
 For basic - weighted
 average number of shares                                 8,356,045      2,856,641

Effect of dilutive securities:
 Convertible preferred shares                                    --        192,857
 Convertible promissory notes                                    --             --
 Employee stock options                                          --             51
                                                       ------------     ----------

Denominator for diluted earnings (loss) per share -
adjusted weighted average number of shares
and assumed conversions                                   8,356,045      3,049,549
                                                       ============     ==========

Basic earnings (loss) per share                        $      (0.41)    $     0.09
                                                       ============     ==========
Diluted earnings (loss) per share                      $      (0.41)    $     0.09
                                                       ============     ==========
</TABLE>


                                       5
<PAGE>

Note 5. PURCHASE OF ASSETS AND SHARES FROM CHEL.COM LTD. AND CAMERON CHELL

      On September 19, 2000, pursuant to an Agreement of Purchase and Sale dated
as of August 4, 2000,  the Company and its  subsidiary  Chell  Merchant  Capital
Group  acquired,  effective  August 31,  2000,  certain  shares and assets  from
Cameron Chell and Chell.com Ltd. ("Chell.com"),  a Company owned 100% by Cameron
Chell.  Pursuant to the  Agreement,  the Company  acquired:  (a) 480,000  common
shares of cDemo Inc. (23%); (b) 875,000 common shares of Engyro, Inc. (34%); (c)
150,000  common  shares of cMeRun Corp.  (1%);  and (d) 60,000  common shares of
Chell.com USA (100%). In addition, Chell Merchant Capital Group acquired 962,500
common shares of eSupplies  (Alberta)  Ltd. (27%) as well as certain assets from
Chell.com.

      This  acquisition  was not reflected in the financial  statements  for the
year  ended  August  31,  2000 since  shareholder  approval  to ratify the above
purchase transaction was not voted on and approved until September 8, 2000.

      In consideration for this acquisition, the Company issued 5,396,733 shares
of its common stock and Chell Merchant  Capital Group issued  1,928,267  special
convertible shares to Cameron Chell,  Chell.com and others. Each share issued by
Chell Merchant  Capital Group is  convertible  into one share of common stock of
the Company. Pursuant to a Voting and Exchange Trust Agreement entered into with
a trustee,  whereby voting  privileges have been granted,  such shares issued by
Chell Merchant Capital Group can be voted by the trustee immediately. The amount
of shares  issued  was  determined  based  upon an  appraisal  valuation  of the
investments and assets acquired which aggregated US $28,652,086.

      The shares of the Company  that were issued in exchange  for the shares of
cMeRun Corp. (421,829) and eSupplies (Alberta) Inc. (1,476,398) have been placed
in escrow and the  investments in such companies will not be recorded until such
time as certain contingent conditions are met.

      As  a  result  of  the  above,   Cameron   Chell  and  Chell.com  now  own
approximately 65% of the Company's outstanding common stock, that is the Company
has in effect been acquired in a reverse acquisition.

      This  acquisition  of the Company by Cameron  Chell and  Chell.com and the
acquisition  by the Company of the equity  interests,  as described in the first
paragraph,  are reflected at historical cost in the Company's separate financial
statements.

      The Company will reflect the minority equity  investments using the equity
method of accounting.


                                       6
<PAGE>

Note 6. PURCHASE OF RICHARD WOLFF ENTERPRISES, INC. ASSETS

      Pursuant to an asset purchase  agreement  dated  September 1, 2000,  Magic
acquired the assets and business  operations of Richard Wolff Enterprises,  Inc.
("RWE"),  a  company  based  in  Illinois,  for a  purchase  price  of  $289,590
calculated on a discounted basis. As a result, Magic has expanded its library of
educational  titles  and  now  has  access  to  the  international  distribution
infrastructure formerly held by RWE. The acquisition was accounted for using the
purchase  method of  accounting  and  accordingly,  the purchase  price has been
allocated  to property  and  equipment.  The  purchase  price was  satisfied  by
$154,825 in cash and the issuance of four promissory  notes with maturity values
aggregating $147,350.  These promissory notes mature over a period of two years.
The fair values of these promissory notes approximate their carrying value.

      The asset purchase  agreement  also contains a purchase  price  adjustment
clause  whereby the price may be adjusted  upwards to a maximum of an additional
US$100,000  if certain  revenue  levels  are  achieved.  Specifically,  if gross
revenues for the acquired  business  exceed  US$500,000  for the 12 month period
ending August 31, 2001,  Magic will pay to RWE US$50,000,  and if gross revenues
exceed  US$600,000 for the second 12 month period ending August 31, 2002,  Magic
will pay to RWE an additional US$50,000.

      The  operating  results  related to the  acquisition  are  included in the
Company's  consolidated  statements of operations and retained earnings from the
date of acquisition.  Pro-forma  information has not been provided for the prior
year because it is not material.

Note 7. DEPOSIT ON PURCHASE OF APPLICATIONSTATION.COM, INC. SHARES

      On November 22, 2000, the Company entered into an agreement with Chell.com
Ltd.  to  participate  in  the  purchase  of a 51%  interest  in the  shares  of
ApplicationStation.com,  Inc. The Company will provide a deposit of US$1,000,000
to  Chell.com  Ltd.  for its 25%  share of the 51%  interest  in the  shares  of
ApplicationStation.com,  Inc. As at November 30, 2000, the deposit that has been
provided is US$400,000.  The remaining US$600,000 will be provided as a deposit,
pursuant to the Company  receiving  further  financing from VC Advantage Limited
Partnership.  If the  remaining  US$600,000  is not paid three days prior to the
scheduled  closing  date, at the option of Chell.com  Ltd.,  the deposit will be
returned or the deposit will be used to purchase the pro rata portion of the 51%
interest in the shares of ApplicationStation.com,  Inc. The Company's investment
will be reflected using the equity method of accounting.

Note 8. CONVERTIBLE DEBENTURE - RELATED PARTY TRANSACTION

      On October 3,  2000,  the  Company  closed the sale of  US$3,000,000  of a
Convertible 10% Debenture to the VC Advantage Limited Partnership ("Holder"). As
at November 30, 2000 US$1,400,000 has been advanced.  This unsecured convertible
debenture is due three years from issue.  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 has recorded a discount of  $1,959,144 in October 2000 and has amortized
$107,269 to interest expense for the three


                                       7
<PAGE>

months ending November 30, 2000. The Convertible Debenture bears interest at 10%
per annum, payable upon conversion, redemption or maturity. The unpaid principal
of the debenture bears interest from the date that it is actually advanced until
paid.  Interest  is  payable  in cash or  stock  at the  Company's  option.  The
Convertible  Debenture  is  convertible  into common  stock of the  Company,  at
US$3.00 per share,  in amounts  specified by the Holder.  The maximum  number of
common  shares the Holder will  receive is one million.  On the close date,  the
Company also issued 50,000  warrants to purchase 50,000 common shares at US$3.00
per share to the Holder.  The warrants have a term of four years.  The President
of the Company is the  Chairman,  a Director  and a  shareholder  of the General
Partner of the Holder.

Note 9. CONTINGENT LIABILITIES

      On June 18, 1992,  Interactive  Network  Inc.,  a third party,  instituted
proceedings  against  NTN  Communications  Inc.,  one  of  the  Company's  major
suppliers,  NTN Interactive Network Inc. and the Company in the Federal Court of
Canada and in the California Supreme Court claiming patent  infringement.  It is
the opinion of the Company's management that this patent infringement claim will
be successfully defended.

      Canada  Customs and Revenue  Agency is currently in  discussions  with the
Company  regarding a potential  liability  with  respect to  withholding  tax on
certain amounts paid to NTN Communications,  Inc. No assessment has been made to
date by Canada Customs and Revenue Agency. Management believes that it has valid
defenses  with  respect to these  matters and,  accordingly,  no amount has been
recorded  in these  consolidated  financial  statements.  In the event that such
matters are settled in favour of Canada Customs and Revenue Agency,  the amounts
could be  material  and would be  recorded  in the period in which  they  become
determinable.

Note 10. CHANGES IN SHARE CAPITAL

During the three months ended  November 30,  2000,  the  following  transactions
resulted in the  issuance of  5,433,022  common  shares of the Company and Chell
Merchant  Capital Group Inc. The  acquisition of certain assets of Chell.com and
Cameron  Chell was  satisfied by the issuance of 5,426,772  common shares of the
Company.  Also during the three months ended November 30, 2000, options totaling
6,250 were exercised resulting in the issuance of additional 6,250 common shares
of the Company.

Note 11. RECENT PRONOUNCEMENTS

      In March 2000,  the  Financial  Accounting  Standards  Board (FASB) issued
Interpretation No. 44 (FIN 44), "Accounting for Certain  Transactions  involving
Stock  Compensation,  an Interpretation of APB Opinion No. 25." FIN 44 clarifies
the application of APB No. 25 for certain issues, including the definition of an
employee,  the treatment of the acceleration of stock options and the accounting
treatment for options assumed in business combinations.  FIN 44 became effective
on July 1, 2000,  but is  applicable  for  certain  transactions  dating back to
December  1998.  The  adoption  of FIN 44 did not have a material  impact on the
Company's financial position or results of operations.


                                       8
<PAGE>

      In December  1999, the  Securities  and Exchange  Commission  (SEC) issued
Staff  Accounting  Bulletin  (SAB) No. 101,  "Revenue  Recognition  in Financial
Statements."  (SAB No. 101). SAB No. 101 expresses the views of the SEC staff in
applying generally accepted accounting principles to certain revenue recognition
issues.  The adoption of the  provisions  of SAB No. 101 in the first quarter of
fiscal 2001 did not have a material impact on the Company's  financial  position
or its results of operations.

      In June 1998,  the FASB issued SFAS No. 133,  "Accounting  for  Derivative
Instruments and Hedging  Activities."(SFAS No. 133). SFAS No. 133, as amended by
SFAS No. 138,  establishes  accounting  and reporting  standards for  derivative
instruments,   including  certain  derivative   instruments  embedded  in  other
contracts  (collectively referred to as derivatives) and for hedging activities.
SFAS No. 133 requires the  recognition  of all  derivatives  as either assets or
liabilities in the statement of financial  position and the measurement of those
instruments  at fair  value.  The  Company  adopted  this  standard in the first
quarter of fiscal  year 2001  pursuant  to SFAS No. 137  (issued in June  1999),
which delays the adoption of SFAS No. 133 until that time.  The adoption of SFAS
No. 133 did not have a material  impact on the Company's  financial  position or
its results of operations.

Note 11. Restated Financial Statements

[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$1,400,000  has been  advanced  (NOTE 8).
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$1,400,000 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  $107,269 to interest  expense for the three
months ending November 30, 2000.

[b]   Change in preferred shares

      On April 4th, 2000, the ratio at which preferred shares could be converted
to common shares was changed from 4.67 to 1 to 3 to 1. The resulting change from
192,857  to  300,000  common  shares  upon  conversion  resulted  in a  one-time
compensation  charge of $337,779.  In order to reflect  this change,  the fiscal
2000 financial statements have been restated.


                                       9
<PAGE>

The following table presents the impacts of the restatements.

<TABLE>
<CAPTION>
--------------------------------------------------------------------------------------------------------------
                                                  As Previously    As Restated     As Previously   As Restated
                                                     Reported                         Reported
--------------------------------------------------------------------------------------------------------------
                                                         3 Months ended                For the year ended
                                                       November 30, 2000                 August 31, 2000
<S>                                                <C>             <C>               <C>            <C>
  Balance sheet:
Long-term debt                                       6,194,320       4,344,017              --              --
    Share Capital
      Common shares                                    556,596         564,483         183,235         191,122
      Capital in excess of par value                12,380,399      14,669,435      10,124,777      10,454,669
      Deficit                                       (4,226,079)     (4,672,699)       (935,510)     (1,273,289)

  Statement of operations:
    Selling, general and administration              5,195,065       5,196,637              --              --
    Interest and Bank Charges                           92,455         199,724              --              --
    Net loss                                        (3,290,569)     (3,399,410)             --              --

EPS
    Basic loss per share                           $     (0.39)    $     (0.41)             --              --
    Diluted loss per share                         $     (0.39)    $     (0.41)             --              --
--------------------------------------------------------------------------------------------------------------
</TABLE>

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

INTRODUCTION

      The financial  statements of the Company and the information  contained in
this Management's  Discussion and Analysis of Financial Condition and Results of
Operations are expressed in Canadian dollars.

GENERAL

      Chell Group  Corporation is engaged in the business of defining,  building
and   re-engineering   businesses,   interactive   entertainment   services  and
electronic/online  products  and  services  using new  economy  technologies  to
maximize  market value.  The Company's  main business  strategy is to operate or
invest in companies that represent the latest in technological  innovations.  In
that  regard,  the  Company  has two main  categories  of  companies:  operating
subsidiaries  and  investment  companies.  The Company  applies  its  expertise,
industry  contacts,  and market  foresight to these companies in order to create
shareholder  value.  The core businesses of the Company are the merchant capital
services provided through Chell Merchant Capital Group Inc.  (referred to as the
"Merchant Capital Group") and the interactive entertainment services provided by
NTN IN. In addition,  GalaVu is a  technology  based  entertainment  provider of
interactive in-room entertainment systems to hotels across


                                       10
<PAGE>

Canada; the Magic Lantern Group is involved in the marketing and distribution of
educational  video and media  resources  and the  conversion  of analog video to
digital video formats;  and Interlynx  designs and develops  web-based  training
software.

HIGHLIGHTS OF THE THREE MONTHS ENDED NOVEMBER 30, 2000

      During the 2001 First Fiscal Quarter,  the Company  completed the purchase
of certain assets and shares from Chell.com and Cameron Chell. In addition Magic
completed the purchase of assets from Richard Wolff  Enterprises,  Inc.  ("RWE")
effective  September 1, 2000. On October 3, 2000, the Company closed the sale of
US$3,000,000  of a  Convertible  10%  Debenture  to  the  VC  Advantage  Limited
Partnership. To date US$1,400,000 has been advanced.

RESULTS OF OPERATIONS FOR THE THREE MONTHS ENDED NOVEMBER 30, 2000

      The  Company's  total  revenues  for the 2001 First  Fiscal  Quarter  were
$5,002,865, compared to $5,535,596 for the 2000 First Fiscal Quarter, a decrease
of $532,731 or 9.6%.

      Revenues  from network  services  for the 2001 First  Fiscal  Quarter were
$1,626,071,  compared  to  $1,598,024  for the 2000  First  Fiscal  Quarter,  an
increase of $28,047 or 1.8%.  These  revenues are  relatively  constant  between
years due to the number of Hospitality sites remaining at approximately the same
level between the 2001 and 2000 First Fiscal Quarters.

      Revenues  from Pay-tv for the 2001 First Fiscal  Quarter  were  $1,785,106
compared to $1,836,700 for the 2000 First Fiscal Quarter,  a decrease of $51,594
or 2.8%.  This decrease can be attributed to fewer popular  movies  available in
the 2001 First Fiscal Quarter than in the 2000 First Fiscal Quarter.

      Revenues  from event  programming  for the 2001 First Fiscal  Quarter were
$61,207,  compared to $100,700 for the 2000 First Fiscal Quarter,  a decrease of
$39,493 or 39.2%. The decrease was due to a decreased number of corporate events
hosted in the 2001 First Fiscal  Quarter  when  compared to the number of events
hosted in 2000 First Fiscal Quarter.

      Revenues  from ad  sponsorship  were  $58,845  for the 2001  First  Fiscal
Quarter,  compared to $195,810 for the 2000 First Fiscal Quarter,  a decrease of
136,965 or 69.9%.  The  decrease  was the result of a decrease in the number and
size of corporate sponsors over the level experienced in the previous period.

      Revenues from video and software  sales for the 2001 First Fiscal  Quarter
were  $1,055,879,  compared to $1,438,879 for the 2000 First Fiscal  Quarter,  a
decrease of $383,000 or 26.6%.  In the First Fiscal  Quarter of 2000, a one time
large sale of $294,600 was recorded  that  resulted in  abnormally  high revenue
when year compared to 2001 First Fiscal Quarter.

      Revenues  from video  dubbing  were  $159,975  for the 2001  First  Fiscal
Quarter  compared to $219,491 for the 2000 First Fiscal  Quarter,  a decrease of
$59,516 or 27.1%.  This decrease can be attributed to  management's  decision to
reduce efforts on attracting 3rd party


                                       11
<PAGE>

revenue and to concentrate on internal production.

      Revenues  from digital  encoding  were  $228,609 for the 2001 First Fiscal
Quarter,  compared to $102,547 for the 2000 First Fiscal Quarter, an increase of
$126,062 or 122.9%.  The increase  can be  attributed  to  increased  demand for
digital services and the greater sales effort in this area.

      Total cost of sales for the 2001 First  Fiscal  Quarter  were  $1,754,618,
compared to $1,807,190 for the 2000 First Fiscal Quarter,  a decrease of $52,572
or  2.9%.  The  decrease  is  commensurate   with  the  decreased  sales  levels
experienced  offset  by  increased  cable  costs  in the  Pay-tv  segment.  As a
percentage of revenues, cost of sales increased in the 2001 First Fiscal Quarter
to 35.1% from 32.6% in the 2000 First Fiscal Quarter.

      Total  selling,  general and  administrative  expenses  for the 2001 First
Fiscal Quarter were $5,196,637, compared to $2,587,398 for the 2000 First Fiscal
Quarter,  an increase of $2,609,239 or 100.8%. The increase was caused mainly by
the addition of the ASP Services  segment,  which  accounted  for an increase of
$2,691,020.  As a percentage  of the  Company's  total  revenues,  such expenses
increased  to 103.9% for the 2001 First  Fiscal  Quarter from 46.7% for the 2000
First Fiscal Quarter.

      During the 2001 First Fiscal  Quarter,  Chell Merchant  Capital Group Inc.
vacated  certain leased space and as a result the Company wrote off the net book
value of the related  leasehold  improvements  in the amount of $355,560.  There
were no similar transactions in the 2000 First Fiscal Quarter.

      Interest and bank charges for the 2001 First Fiscal Quarter were $199,724,
compared to $80,179 for the 2000 First Fiscal  Quarter,  an increase of $119,545
or  149.1%.  This  increase  results  from an  increase  in debt  related to the
purchase of the RWE assets,  the amortization of the discount on the convertible
debenture  and the sale of the  convertible  debenture.  As a percentage  of the
Company's  total revenues,  interest and bank charges  increased to 4.0% for the
2001 First Fiscal Quarter from 1.4% for the 2000 First Fiscal Quarter.

      Total  depreciation  and  amortization  expense for the 2001 First  Fiscal
Quarter was $850,677, compared to $499,477 for the 2000 First Fiscal Quarter, an
increase  of  $351,200  or 70.3%.  This  increase  is  primarily  the  result of
depreciation on the fixed assets acquired from RWE and Chell.com Ltd.

      There was no provision  of income taxes  recorded in the 2001 First Fiscal
Quarter  compared  with a provision  for income  taxes of $298,458  for the 2000
First  Fiscal  Quarter.  As the tax  provision  is  based  upon  the  individual
company's  taxable income, no provision was incurred as the companies are not in
a taxable position.

      The minority  interest  share in profit for the 2001 First Fiscal  Quarter
was $10,180.  This is compared to the minority  interest share in losses for the
2000 First Fiscal Quarter of $4,253,  an overall change of $14,433.  This change
results from profitable operations in Sonoptic Technologies Inc., in which there
is a 25% minority interest.


                                       12
<PAGE>

      As a result of all of the above,  the net loss for the 2001  First  Fiscal
Quarter was  $3,399,410,  compared to net income of $262,607  for the 2000 First
Fiscal  Quarter,  a decrease of  $3,662,017.  The 2001 First Fiscal Quarter loss
resulted  primarily from the addition of Chell  Merchant  Capital Group Inc. and
Chell.com (USA) Inc. to the Company and their activities including the provision
of services to developing ASP companies in which the Company has invested.

LIQUIDITY AND CAPITAL RESOURCES

      At November 30, 2000,  the Company had working  capital of  $1,243,046,  a
decrease of $1,178,624 from working capital of $2,421,670 at August 31, 2000.

      For the 2001 First Fiscal Quarter,  the Company had a net decrease of cash
of $156,525  compared to a net decrease of  $1,444,692  in the 2000 First Fiscal
Quarter.

      Cash used in operating  activities  for the 2001 First Fiscal  Quarter was
$1,106,516,  compared to  $1,079,902  used in operating  activities  in the 2000
First Fiscal  Quarter.  In 2001, the major items that  contributed to cash being
used in  operating  activities  were as  follows:  the net  loss  with  non-cash
expenses added back of $1,678,774 and the increase in income taxes receivable of
$77,415.  The major items that  contributed  to cash being provided by operating
activities  were as follows:  the decrease in accounts  receivable  of $156,408,
decreases in prepaid  expenses of $126,095 and increases in accounts payable and
accrued  liabilities of $349,797.  In 2000, the major items that  contributed to
cash being  provided by operating  activities  were as follows:  net income with
non-cash  expenses added back of $805,353,  decreases in income taxes receivable
and  inventory of $157,464 and $13,441  respectively,  and increases in accounts
payable  and  accrued  liabilities  and income  taxes  payable of  $685,912  and
$133,542  respectively.  The major uses of operating funds included increases in
accounts   receivable   and  prepaid   expenses  of   $2,626,013   and  $248,728
respectively.

      Cash used in investing  activities  in the 2001 First  Fiscal  Quarter was
$1,353,356  compared to the $374,757  used in investing  activities  in the 2000
First Fiscal Quarter,  an increase of $978,599.  This increase was the result of
additions to property and  equipment and the deposit of $614,400 on the purchase
of shares in ApplicationStation.com, Inc.

      Cash provided by financing activities in the 2001 First Fiscal Quarter was
$2,303,347,  compared to the $9,967  provided in the 2000 First Fiscal  Quarter.
The increase is primarily due to the sale of the convertible debenture.

      Management  believes  that the  Company's  working  capital  position  and
current  borrowings  provide the necessary  liquidity for its planned  operating
activities in the current year. If cash flow is less than anticipated,  however,
or if the Company incurs  unexpected  expenses,  the company may need additional
funding  in order to  maintain  its  current  level of  operations  of  business
activities.  It is likely that the Company will need to raise additional capital
in future  periods in order to realize its strategy  surrounding  its investment
companies.


                                       13
<PAGE>

INFLATION

The rate of  inflation  has had little  impact on the  Company's  operations  or
financial  position during the three months ended November 30, 2000 and 1999 and
inflation  is  not  expected  to  have a  significant  impact  on the  Company's
operations or financial position during the 2001 Fiscal Year.

The Company pays a number of its suppliers, including its licensor and principal
supplier, NTN Communications,  Inc., in US dollars.  Therefore,  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.

                           PART II - OTHER INFORMATION

Item 1.     LEGAL PROCEEDINGS

            None.

Item 2.     CHANGES IN SECURITIES

            Pursuant  to the Board of  Directors  authorization  and a vote of a
majority of the issued and outstanding  voting  securities of the Company at the
Annual Meeting of Shareholders  held on September 8, 2000, the following changes
in the Company's  securities  were executed by  Certificate  of Amendment of the
Company's Certificate of Incorporation:

            The Company is  authorized  to issue a special class of voting stock
(the  "Special  Voting  Stock"),  to carry out  obligations  of the Company with
respect to the  purchase  by the Company of certain  assets and shares  owned by
Cameron Chell and Chell.com Ltd.  pursuant to an Agreement dated August 4, 2000.
Each outstanding share of Special Voting Stock shall be entitled at any relevant
date to the number of votes on all matters  presented to the shareholders  equal
to (i) the number of Exchangeable  Shares of Networks North  Acquisition Corp, a
wholly owned  subsidiary of the Company that was  incorporated to facilitate the
purchase of the assets and shares  owned by Cameron  Chell and  Chell.com  Ltd.,
then issued and  outstanding  and held by holders (other than the Company or any
of its subsidiaries) multiplied by (ii) the number of votes to which a holder of
one share of the Common  Stock of the Company is entitled  with  respect to such
matter.  No dividend or  distribution  of assets shall be paid to the holders of
Special Voting Stock. The Special Voting Stock is not convertible into any other
class or series of the capital  stock of the  Company or into cash,  property or
other  rights,  and may not be  redeemed.  Any  shares of Special  Voting  Stock
purchased or otherwise acquired by the Company shall be deemed retired and shall
be cancelled and may not thereafter be reissued or otherwise  disposed of by the
Company.  At such time as the Special  Voting Stock has no votes  attached to it
because there are no "Exchangeable Shares" outstanding, the Special Voting Stock
shall be cancelled.  In respect of all matters  concerning the voting of shares,
the Company's Common Stock and the Special


                                       14
<PAGE>

Voting  Stock  shall  vote as a single  class and such  voting  rights  shall be
identical in all respects.

Item 3.     DEFAULTS UPON SENIOR SECURITIES

            None.

Item 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

A Special Meeting of the Shareholders was held on September 8, 2000 at which the
following items were voted upon:

<TABLE>
<CAPTION>
                         Item                                     For           Against        Abstain        Non-Vote
<C>                                                            <C>               <C>            <C>           <C>
1) Purchase by the Company of certain assets and shares        1,140,843         4,267          2,364         1,753,929
owned by Chell.com Ltd. and Cameron Chell

2) Amendment to Article 1 of the Company's Certificate         1,591,284         7,210          2,400         1,300,509
of Incorporation, which provided for a change of the
name of the Company from Networks North, Inc. to Chell
Corporation

3) Issuance of a new class of voting stock which would be      1,137,651         6,423          3,400         1,753,929
required to carry out obligations of the Company upon
completion of the transaction described in Item 1)
</TABLE>

Item 5.     OTHER INFORMATION

            None.

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:

EXHIBIT
NUMBER                                    TITLE
------                                    -----

   3.1      Certificate of Incorporation, as amended to date.

   3.2      By-Laws, as amended to date.

   10.1     License Agreement, dated March 23, 1990, between NTN Communications,
            Inc. and NTN Interactive Network Inc.+

   10.2     Stock Purchase  Agreement,  dated as of October 4, 1994, between NTN
            Canada  Inc.  and  NetStar   Enterprises  Inc.   (formerly,   Labatt
            Communications  Inc.).  +
            Option,  dated  as of  October  4,  1994, registered in the name of
            NetStar Enterprises Inc. (formerly, Labatt Communications Inc).+

   10.4     Designation  Agreement  dated as of October 4, 1994,  among Networks
            North Inc.  (formerly  know as NTN Canada,  Inc.),  NTN  Interactive
            Network  Inc.  and  NetStar   Enterprises   Inc.   (formerly  Labatt
            Communications Inc.). +

   10.15    Asset Purchase  Agreement,  dated September 10, 1999, by and between
            1373224


                                       15
<PAGE>

            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. +

   10.16    Promissory  Note,  dated  September 10, 1999, by and between 1373224
            Ontario Limited, as Debtor, and the Holder, as Creditor. +

   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. +

   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. +

   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. +

   10.24    Covenant of Networks North Inc.,  dated September 13, 1999, to allot
            and issue and pay to the Bank in writing  100,000  common  shares of
            NETN.

   11.      Computation of Earnings Per Share (see note 4).

   22       List of Subsidiaries

+     Incorporated by reference. See Exhibit Index.

(b)   REPORTS ON FORM 8-K

      The Company filed a Current Report on Form 8-K (Date of Report: October 4,
2000) with the  Commission on October 4, 2000,  reporting  that on September 19,
2000  pursuant to an  Agreement  of Purchase and Sale dated as of August 4, 2000
("the  Agreement"),  the Company and its wholly owned  subsidiary Chell Merchant
Capital  Group,  Inc f/k/a Networks North  Acquisition  Corp ("CMCG")  acquired,
effective  August 31, 2000,  certain  assets and shares from  Cameron  Chell and
Chell.com Ltd.

      The Company  filed a Current  Report on Form 8-K (Date of Report:  October
19, 2000) with the Commission on October 19, 2000,  reporting the resignation of
Ernst & Young LLP as the Company's auditors.

      The Company filed a Current  Report on Form 8-K (Date of Report:  November
9, 2000) with the  Commission on November 9, 2000,  reporting the  engagement of
Lazar  Levine & Felix LLP as the  Company's  auditors  for the fiscal year ended
August 31, 2000.

      The Company filed an Amended  Current Report on Form 8-KA (Date of Report:
      December  4, 2000) with the  Commission  on  December  4, 2000,  reporting
      Pro-forma  Financial  Statements  in  connection  with  the  Agreement  of
      Purchase and Sale dated as of August 4, 2000,  between the Company,  Chell
      Merchant Capital Group, Cameron Chell and Chell.com Ltd.


                                       16
<PAGE>

                                   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, thereunto duly authorized.

                                               CHELL GROUP CORPORATION INC.
                                         (FORMERLY KNOWN AS NETWORKS NORTH INC.)


Dated: March 5, 2004                        By:        /s/ Stephen McDermott
                                            ------------------------------------
                                            Chairman and Chief Executive Officer
                                                  (Duly Authorized Officer)


                                       17
<PAGE>

                          CHELL GROUP CORPORATION INC.
                     (FORMERLY KNOWN AS NETWORKS NORTH INC.)
                                FORM 10-Q/A NO. 1
                                NOVEMBER 30, 2000

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER      DESCRIPTION OF EXHIBIT                                                              LOCATION
------      ----------------------                                                              --------
<S>         <C>                                                                                 <C>
   3.1      Certificate of Incorporation, as amended to date                                    +1, Exh. 3.1

   3.2      By-Laws, as amended to date                                                         +1, Exh. 3.2

   10.1     License Agreement, dated March 23, 1990, between NTN Communications,  Inc. and
            NTN Interactive Network Inc.                                                        +2, Exh. 10.9

   10.2     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                                   +3, Exh. 10.1

   10.4     Designation  Agreement dated as of October 4, 1994,  among Networks North Inc.
            (formerly known as NTN Canada, Inc.), NTN Interactive Network Inc. and NetStar
            Enterprises Inc. (formerly Labatt Communications Inc.)                              +4, Exh. C

   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. 10.1

   10.16    Promissory  Note,  dated  September 10, 1999, by and between  1373224  Ontario
            Limited, as Debtor, and the Holder, as Creditor.                                    +5, Exh. 10.2

   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. 10.3

   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. 10.4

   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. 10.9
</TABLE>


                                            18
<PAGE>

<TABLE>
<S>         <C>                                                                                 <C>
   10.24    Covenant of Networks North Inc. for valuable  consideration to allot and issue
            and pay to the Bank in writing 100,000 common shares of NETN.                       +5, Exh. 10.10

   11       Computation of earnings per share (see Note 4)

   22       List of Subsidiaries                                                                +1, Exh. 22
</TABLE>

+1    All  exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit  number  listed  above in the  Annual  Report  on Form 10-K of the
      Company,  for its fiscal year ended  August 31,  1996 (File No.  0-18066),
      filed on December 16, 1996.
+2    All  exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit  number  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  number  listed  above in the  Current  Report  on Form 8-K of the
      Company  (Date of Report:  October 2, 1996) (File No.  0-18066),  filed on
      October 17, 1996.
+4    All  exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit  number  listed  above in the  Current  Report  on Form 8-K of the
      Company  (Date of Report:  October 4, 1994) (File No.  0-18066),  filed on
      October 18, 1994.
+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,
      1999) (File No. 0-18066), filed on September 29, 1999.

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


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