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 29, 2004

                                       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.
<PAGE>

                             CHELL GROUP CORPORATION
                                AND SUBSIDIARIES

                                      INDEX

<TABLE>
<CAPTION>
                                                                                                      PAGE
                         PART I - FINANCIAL INFORMATION
<S>                                                  <C>                                                <C>
ITEM 1.   Financial Statements
          Consolidated Balance Sheets as of February 29, 2004 (Unaudited) and August 31, 2002            3
          Consolidated Statements of Operations for the three and six months ended February 29, 2004
          and February 28, 2003(Unaudited)                                                               4
          Consolidated Statements of Cash Flows for the six months ended February 29, 2004 and
          February 28, 2003 (Unaudited)                                                                  5
          Notes to Unaudited Consolidated Financial Statements                                           6

ITEM 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations         10

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk                                    15

ITEM 4.   Controls and Procedures                                                                       15

                           PART II - OTHER INFORMATION


ITEM 1.   Legal Proceedings                                                                             15

ITEM 2.   Unregistered Sales of Equity Securities and Use of Proceeds                                   15

ITEM 3.   Defaults upon Senior Securities                                                               15

ITEM 4.   Submissions of Submissions of Matters to a Vote of Security Holders                           16

ITEM 5.   Other Information                                                                             16

ITEM 6.   Exhibits                                                                                      16

      Signatures                                                                                        20
</TABLE>


                                       2
<PAGE>

                  ITEM 1. FINANCIAL STATEMENTS

                             CHELL GROUP CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                         (EXPRESSED IN CANADIAN DOLLARS)
<TABLE>
<CAPTION>
------------------------------------------------------------------- --------------- ----------------
                                                                    FEBRUARY 29     August 31,
                                                                    2004            2003
                                                                    (UNAUDITED)     (Audited)
                                                                          $              $
------------------------------------------------------------------- --------------- ----------------
<S>                                                                    <C>              <C>
ASSETS
CURRENT
Cash and cash equivalents                                                  746,013          327,685
Short-term investments                                                   1,175,865               --
Accounts receivable, trade - net of allowance for doubtful
         accounts of $507,007 and $356,195, respectively                 4,925,545        3,560,286
Inventory                                                                  128,513          208,340
Prepaid expenses                                                            22,062           76,077
Buildings held for sale                                                    584,985        1,177,045
------------------------------------------------------------------- --------------- ----------------
TOTAL CURRENT ASSETS                                                     7,582,983        5,349,433
------------------------------------------------------------------- --------------- ----------------
Property and equipment, net                                                479,819          638,143
Goodwill                                                                   301,793          276,794
Other assets                                                               116,996           63,600
Net assets of discontinued operations - assets held for sale                    --          969,292
------------------------------------------------------------------- --------------- ----------------
                                                                         8,481,591        7,297,262
------------------------------------------------------------------- --------------- ----------------

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT
Bank overdraft                                                             678,914          908,432
Bank indebtedness                                                        4,288,669        3,935,166
Accounts payable and accrued liabilities                                 7,091,282        5,469,224
Accrued interest payable                                                 1,283,489        1,347,220
Deferred revenue                                                           160,122          297,243
S-term advances                                                            252,192          312,191
Current portion, long-term debt                                          1,233,270        1,305,301
Payable on acquisition                                                   4,852,976        4,852,976
Loan payable, related party                                              1,532,399        1,020,000
Mortgages of buildings held for sale                                       327,083        1,114,583
Convertible debt                                                         7,837,383        7,978,676
------------------------------------------------------------------- --------------- ----------------
TOTAL CURRENT LIABILITIES                                               29,537,779       28,541,012
------------------------------------------------------------------- --------------- ----------------
Long-term debt, net of current portion                                     109,726          113,392
Liabilities of discontinued operations                                          --        1,546,454
------------------------------------------------------------------- --------------- ----------------
TOTAL LIABILITIES                                                       29,647,505       30,200,858
------------------------------------------------------------------- --------------- ----------------

SHAREHOLDERS' EQUITY (DEFICIT)
  PREFERRED SERIES B SHARES: 454,545 SHARES [August 2003 -                   7,294            7,294
454,545]

COMMON STOCK
    14,295,410 common shares [August 2003 - 10,504,913]                    959,754          733,997
    Additional paid in capital                                          26,614,448       26,655,538
    Accumulated other comprehensive income                               1,348,378        1,150,558
    Accumulated deficit                                                (50,095,788)     (51,450,983)
------------------------------------------------------------------- --------------- ----------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                   (21,165,914)     (22,903,596)
------------------------------------------------------------------- --------------- ----------------
                                                                         8,481,591        7,297,262
------------------------------------------------------------------- --------------- ----------------
</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 29, 2004 AND FEBRUARY 28, 2003
                   (EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)

<TABLE>
<CAPTION>
---------------------------------------------------- -------------------------------- -------------------------------
                                                       THREE MONTHS ENDED FEBRUARY    SIX MONTHS ENDED  FEBRUARY
                                                         2004            2003             2004            2003
                                                          $                $               $               $
---------------------------------------------------- ------------- ------------------ ------------- -----------------
<S>                                                     <C>               <C>           <C>               <C>
REVENUE
Product sales                                           4,883,305         10,127,182    12,839,007        15,733,110
Service sales                                             661,252            528,449     1,249,665         1,006,514
---------------------------------------------------- ------------- ------------------ ------------- -----------------
                                                        5,544,557         10,655,631    14,088,672        16,739,624
---------------------------------------------------- ------------- ------------------ ------------- -----------------

COST OF SALES
Product sales                                           3,854,160         9,468,0310    10,318,763        14,688,497
Service sales                                              65,458             63,708       294,217           122,617
---------------------------------------------------- ------------- ------------------ ------------- -----------------
                                                        3,919,618          9,531,738    10,612,980        14,811,114
---------------------------------------------------- ------------- ------------------ ------------- -----------------
GROSS PROFIT                                            1,624,939          1,123,893     3,474,692         1,928,510

OPERATING EXPENSES
Selling, general and administrative expenses            2,165,411          2,269,935     4,225,026         4,262,113
Depreciation and amortization                              92,405            314,445       282,278           625,932
---------------------------------------------------- ------------- ------------------ ------------- -----------------
                                                        2,257,816          2,584,380     4,507,304         4,888,045
---------------------------------------------------- ------------- ------------------ ------------- -----------------
LOSS FROM OPERATIONS                                     (632,877)        (1,460,487)   (1,031,612)       (2,959,536)

Interest expense                                          275,927            627,069       618,213         1,216,769
Gain on short-term investments                           (322,740)                --      (322,740)               --
(Gain) loss on disposal of investments/property          (104,552)                --      (104,552)          248,586
---------------------------------------------------- ------------- ------------------ ------------- -----------------
Loss before provision for income taxes                   (481,512)        (2,087,556)   (1,222,533)       (4,424,891)
Provision for income taxes                                     --            (20,477)           --           (18,195)
---------------------------------------------------- ------------- ------------------ ------------- -----------------
LOSS FROM CONTINUING OPERATIONS                          (481,512)        (2,067,079)   (1,222,533)       (4,406,696)
---------------------------------------------------- ------------- ------------------ ------------- -----------------
 DISCONTINUED OPERATIONS
Gain on sale of subsidiary                              1,759,313                 --     1,759,313                 --
Gain (loss) from discontinued operations (net of
applicable income tax of $0)

                                                          396,363           (338,251)      818,414       (1,020,825)
Gain on disposal on debt                                       --                 --            --        2,051,215
---------------------------------------------------- ------------- ------------------ ------------- -----------------
GAIN (LOSS) FROM DISCONTINUED OPERATIONS                2,155,676           (338,251)    2,577,727         1,030,390
---------------------------------------------------- ------------- ------------------ ------------- -----------------

NET INCOME (LOSS)                                       1,674,164         (2,405,330)    1,355,195        (3,376,306)
OTHER COMPREHENSIVE INCOME - FOREIGN CURRENCY
TRANSLATION

                                                         (426,375)           518,080       112,727           122,124
---------------------------------------------------- ------------- ------------------ ------------- -----------------
COMPREHENSIVE LOSS                                      1,247,789         (1,887,250)    1,467,922        (3,254,182)
---------------------------------------------------- ------------- ------------------ ------------- -----------------
INCOME (LOSS) PER SHARE:
Basic and diluted from continuing operations                (0.03)             (0.19)        (0.09)            (0.41)
Basic and diluted from discontinued operations               0.15              (0.03)         0.18              0.10
---------------------------------------------------- ------------- ------------------ ------------- -----------------
Net Income (loss) per share                                  0.12              (0.22)         0.09             (0.31)
---------------------------------------------------- ------------- ------------------ ------------- -----------------
Basic weighted average number of common shares
outstanding

                                                       14,295,410         10,795,410    14,256,736        10,718,504
Diluted weighted average number of common shares
outstanding

                                                       14,295,410         10,795,410    14,256,736        10,718,504
---------------------------------------------------- ------------- ------------------ ------------- -----------------
</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 29, 2004 AND FEBRUARY 28, 2003
                   (EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)

<TABLE>
<CAPTION>
------------------------------ --------------------------------------- ------------------ -------------------
                                                                             2003                2002
                                                                                           (restated - Note 6)
                                                                               $                  $
------------------------------ --------------------------------------- ------------------ -------------------
<S>                                                                            <C>               <C>
OPERATING ACTIVITIES
Net Income (loss) for the period from continuing operations                    1,355,195         (3,376,306)
Adjustments to reconcile net loss to net cash
     used in operating activities:
     Gain on sale of subsidiary                                               (1,759,314)                 --
     Investment gain                                                            (322,740)                 --
     (Gain) loss on disposal/sale of capital assets                             (104,552)            248,587
     Depreciation and amortization                                               286,643           2,193,456
     Interest cost from amortization of discount                                  62,923             533,804
     Gain on settlement of debt                                                       --          (2,051,215)
     Bad debt allowance                                                          150,812             117,240
     Due from stockholder                                                             --             227,365
Changes in assets and liabilities:
     Decrease (increase) in accounts receivable, trade                       (1,188,084)          (1,427,214)
     Decrease (increase) in inventory                                             79,827             (80,925)
     Decrease (increase) in prepaid expenses                                      87,220             (30,062)
     Decrease (increase) in other assets                                         (53,396)            129,608
     Increase (decrease) in accounts payable and accrued liabilities           1,992,117           3,224,191
     Increase (decrease) in accrued interest payable                             (63,731)            565,450
     Increase (decrease) in deferred revenue                                    (137,121)           (347,297)
     Increase (decrease) in income taxes payable                                 (25,617)             53,471
---------------------------------------------------------------------- -------- ---------- -------------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                                  360,182             (19,847)
---------------------------------------------------------------------- ------------------ -------------------

INVESTING ACTIVITIES
Purchase of property and equipment                                              (101,413)           (115,031)
Proceeds from disposal of property and equipment                                 750,308             265,289
Etelligent payment                                                               (25,000)                 --
---------------------------------------------------------------------- ------------------ -------------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                  623,895             150,258
---------------------------------------------------------------------- ------------------ -------------------

FINANCING ACTIVITIES
Bank Indebtedness                                                                353,503             232,111
Net borrowings on line of credit                                                (229,518)           (616,646)
Borrowings from related parties                                                  512,399             250,000
Borrowing from Logicorp shareholders                                                  --             401,068
Payments to Logicorp shareholders                                                (65,649)                 --
Repayment of notes and loans payable                                            (857,548)           (506,626)
---------------------------------------------------------------------- ------------------ -------------------
CASH USED IN FINANCING ACTIVITIES                                               (286,813)           (240,093)
---------------------------------------------------------------------- ------------------ -------------------
---------------------------------------------------------------------- ------------------ -------------------

---------------------------------------------------------------------- ------------------ -------------------
---------------------------------------------------------------------- ------------------ -------------------
EFFECTS OF FOREIGN EXCHANGE                                                       (6,396)           (311,396)
---------------------------------------------------------------------- ------------------ -------------------

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS DURING THE                  690,868            (421,078)
PERIOD FROM CONTINUING OPERATIONS

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS DURING THE                 (272,540)            355,338
PERIOD FROM DISCONTINUE OPERATIONS

Cash and cash equivalents, beginning of period                                   327,685             107,258
---------------------------------------------------------------------- ------------------ -------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                         746,013              41,518
---------------------------------------------------------------------- ------------------ -------------------

Income taxes paid                                                                     --                  --
Interest paid                                                                    253,192             349,835
</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 29, 2004 AND FEBRUARY 28,
                                2003 (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 29, 2004 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 29, 2004 (the "2004 Second Fiscal Quarter" and "2004 First Fiscal
Half"), include 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 include 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. 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, 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 $1.1 million in cash and $1.0 million
will be paid to Logicorp according to the terms of a $1.0 million, 24-month
promissory note.

         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"), include the operations of the Company's wholly-owned subsidiaries CMCG,
Chell.com (USA) and 3484751 Canada Inc. The financial statements also include
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.

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


                                       6
<PAGE>

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.

         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, 2004 and 2003:

<TABLE>
<CAPTION>
------------------------------------- -------------------------- ---- ---------------------------
                                        FOR THE THREE MONTHS           For the Six Months Ended
                                           ENDED FEBRUARY                      February
                                         2004          2003               2004          2003
                                           $            $                   $             $
------------------------------------- ------------ ------------- ---- -------------- ------------
<S>                                     <C>          <C>                 <C>          <C>
EXTERNAL REVENUE
  Systems Integration                   5,544,557    10,655,631          14,088,672   16,739,624
------------------------------------- ------------ ------------- ---- -------------- ------------
                                        5,544,557    10,655,631          14,088,672   16,739,624
------------------------------------- ------------ ------------- ---- -------------- ------------

OPERATING PROFIT (LOSS)
  Systems Integration                    (179,205)     (310,094)           (336,746)    (359,790)
  Corporate                              (453,672)   (1,770,582)           (694,866)  (2,599,745)
------------------------------------- ------------ ------------- ---- -------------- ------------
                                         (632,877)   (1,460,488)         (1,031,612)  (2,959,536)
------------------------------------- ------------ ------------- ---- -------------- ------------

NET INCOME (LOSS)
  Systems Integration                    (281,714)     (808,869)           (532,879)  (1,936,803)
  Corporate                              (199,798)   (1,258,210)           (689,653)  (2,469,888)
   Discontinued operations              2,155,676      (338,251)          2,577,727    1,030,390
------------------------------------- ------------ ------------- ---- -------------- ------------
                                        1,674,164    (2,405,330)          1,355,195   (3,376,306)
------------------------------------- ------------ ------------- ---- -------------- ------------
</TABLE>


                                       7
<PAGE>

<TABLE>
<CAPTION>
------------------------------------- ------------ ------------- ---- -------------- ------------
                                                                                As at
                                                                      FEBRUARY 29,    February
                                                                          2004        28, 2003
                                                                            $             $
------------------------------------- ------------ ------------- ---- -------------- ------------
<S>                                                                       <C>          <C>
TOTAL ASSETS
  Systems Integration                                                     5,955,522    7,901,376
  Corporate                                                               2,526,069    1,609,910
   Discontinued operations                                                       --    2,566,999
------------------------------------- ------------ ------------- ---- -------------- ------------
                                                                          8,481,591   12,078,285
------------------------------------- ------------ ------------- ---- -------------- ------------
</TABLE>

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 29, 2004 and February 28, 2003:

<TABLE>
<CAPTION>
------------------------------------------------------- ------------------------- --- ---------------------------
                                                          For the Three Months         For the Six Months Ended
                                                           Ended February 28                 February 28
                                                            2004         2003             2004          2003
                                                              $            $                $             $
------------------------------------------------------- ------------- ----------- --- -------------- ------------
<S>                                                        <C>          <C>              <C>            <C>
NUMERATOR:
Net loss (numerator for basic and diluted loss per
share) from continuing operations

                                                            (481,512) (2,067,079)        (1,222,533)   (4,406,696)
Net loss (numerator for basic and diluted loss per
share) from discontinued operations                        2,155,676    (338,251)        (2,577,727)    1,030,390
------------------------------------------------------- ------------- ----------- --- -------------- ------------
Net loss (numerator for basic and diluted loss per
share)                                                     1,674,164  (2,405,330)         1,355,195    (3,376,306)
======================================================= ============= =========== === ============== ============

DENOMINATOR FOR BASIC AND DILUTED LOSS PER SHARE -
adjusted weighted average number of shares and
assumed conversions                                       14,295,410  10,785,410         14,256,736   10,718,504
======================================================= ============= =========== === ============== ============

Basic and diluted loss per share from continuing
operations                                                     (0.03)      (0.19)             (0.09)       (0.41)
Basic and diluted loss per share from discontinued
operations                                                      0.15       (0.03)              0.18         0.10
------------------------------------------------------- ------------- ----------- --- -------------- ------------
Net Income (loss) per share                                     0.12       (0.22)              0.09        (0.31)
======================================================= ============= =========== === ============== ============
</TABLE>

NOTE 6. GAIN ON SALE OF PROPERTY/ASSETS

GAIN ON DISPOSAL OF PROPERTY

         On December 19, 2003, we sold 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. The transaction is outlined below:

                  --------------------------------- ------------
                                                          $
                  --------------------------------- ------------
                  Proceeds                             $730,000
                  NBV of Building and Land              576,016
                  Commission                             43,866
                  Release costs                           5,566
                  --------------------------------- ------------
                  Gain from sale of Property           $104,552
                  --------------------------------- ------------


                                       8
<PAGE>

GAIN ON SALE OF SUBSIDIARY

       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, USD$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
               ---------------------------------- ------------

NOTE 7. SUBSEQUENT EVENTS

[A] SALE OF BUILDINGS AND LAND

         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.

[B] 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%.

[C] 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.


                                       9
<PAGE>

[D] 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.

 [E]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.

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.


                                       10
<PAGE>

         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,
2003 and with the Company's unaudited consolidated interim financial statements
as of February 29, 2004 and for the three and six month periods ended February
29, 2004 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
subsidiary.

       As of February 29, 2004, we had a working capital deficit of $21,954,796
and an accumulated deficit of $50,095,788. We generated revenues of $14,088,672
for the 2004 First Fiscal Half and incurred a net income of $1,355,195. In
addition, during the 2003 Fiscal Year, net cash provided by operating activities
was $360,182.

       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.

       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 29, 2004 COMPARED TO
THE THREE MONTHS ENDED FEBRUARY 28, 2003.

         The Company's total revenues for the 2003 First Fiscal Quarter were
$5,544,557, compared to $10,655,631 for the 2003 Second Fiscal Quarter, a
decrease of $5,111,074 or 48.0%. Logicorp experience extreme decreased sales
orders for the quarter.

         Total cost of sales for the 2004 Second Fiscal Quarter were $3,919,618
compared to $9,531,738 for the 2003 Second Fiscal Quarter, a decrease of
$5,612,120 or 58.9%. The decrease results from decreased costs associated with
our service sales.


                                       11
<PAGE>

         Total selling, general and administrative expenses for the 2004 Second
Fiscal Quarter were $2,165,411, compared to $2,269,935 for the 2003 Second
Fiscal Quarter, a decrease of $104,524 or 4.6%. The decrease can be attributed
to decreased staffing costs in Logicorp and Corporate. As a percentage of total
revenue these costs increased to 39.1% from 21.3% in the 2003 Second Fiscal
Quarter.

         Interest and bank charges for the 2004 Second Fiscal Quarter were
$275,927, compared to $627,069 for the 2003 Second Fiscal Quarter, a decrease of
$351,141 or 56%. The decrease results from the discount on the convertible debt
being fully amortized. The amortization of the discount for the 2003 Second
Fiscal Quarter was $260,322. As a percentage of total revenue these costs
decreased to 1.7% from 23.0% in the 2003 Second Fiscal Quarter.

         There was a $322,740 gain on short-term investments resulting from an
increase in the share of the shares being held. The shares were the 238,000
shares of NTN Communications Inc. (Amex:NTN) received from the sale of
Interactive's assets. There is no similar transaction in the 2003 Second Fiscal
Quarter as the transaction was effective December 15, 2003.

         There was a $104,552 gain on the disposal of property. This gain
resulted from the sale of 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 $730,000.

         There was no recovery of or provision for income taxes recorded in the
2004 Second Fiscal Quarter compared with a $20,477 recovery of income taxes for
the 2003 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 2004 Second Fiscal Quarter was $481,512, compared to net loss
of $2,067,079 for the 2003 Second Fiscal Quarter, a decrease of $1,585,567. This
loss was primarily the result of increase to the gross margin percentage (29%
from 10%), decreased interest costs ($351,142), selling general and
administrative costs ($104,524), gains from short-term investments ($322,740),
gains from sale of property ($104,552) and decreased depreciation.

         The gain from discontinued operations for the 2004 Second Fiscal
Quarter was $2,155,676, compared to net loss of $338,251 for the 2003 Second
Fiscal Quarter, an improvement of $2,493,927. In addition, GalaVu was sold in
April 2003 and thus there is no loss ($477,142 for the 2003 Second Fiscal
Quarter) associated with this discontinued subsidiary for the 2004 First Fiscal
Quarter. The discontinued subsidiary of NTN experienced a net income of $396,363
for the 2004 First Fiscal Quarter, compared to a gain of $140,158 for the 2003
Second Fiscal Quarter. There was a gain of $1,759,313 resulting from the sale on
NTN's assets to NTN Communications.

         As a result of all of the above, the net income for the 2004 Second
Fiscal Quarter was $1,674,164, compared to net loss of $2,405,330 for the 2003
Second Fiscal Quarter, a decrease of $4,079,494. The 2004 Second Fiscal Quarter
reduced loss resulted primarily from improvements from discontinued operations
($2,493,927), gains from short-term investments ($322,740) and disposal of
property ($104,522) and decreased interest costs ($351,142).

RESULTS OF OPERATIONS FOR THE SIX MONTHS ENDED FEBRUARY 29, 2004 COMPARED TO THE
SIX MONTHS ENDED FEBRUARY 28, 2003.

         The Company's total revenues for the 2004 First Fiscal Half are
$14,088,672, compared to $16,739,624 for the 2003 First Fiscal Half, a decrease
of $2,650,952 or 15.8%. Logicorp has experienced decreased sales levels.


                                       12
<PAGE>

         Total cost of sales for the 2004 First Fiscal Half were $10,612,980
compared to $14,811,114 for the 2003 First Fiscal Half, a decrease of $4,198,134
or 28.3%. Logicorp has experienced decreased sales, but is experiencing sales of
higher margin products.

         Total selling, general and administrative expenses for the 2004 First
Fiscal Half were $4,225,026, compared to $4,262,113 for the 2003 First Fiscal
Half, a decrease of $37,087 or 9.0%. There are decreased staffing levels that
are resulting in decreased costs.

         Interest and bank charges for the 2004 First Fiscal Half were $618,213,
compared to $1,216,769 for the 2003 First Fiscal Half, a decrease of $598,556 or
49.2%. The decrease results from the discount on the convertible debt being
fully amortized. The amortization of the discount for the 2003 First Fiscal Half
was $520,645. As a percentage of total revenue these costs decreased to 4.4%
from 7.3% in the 2003 Second Fiscal Quarter.

         There was a $322,740 gain on short-term investments resulting from an
increase in the share of the shares being held. The shares were the 238,000
shares of NTN Communications Inc. (Amex:NTN) received from the sale of
Interactive's assets. There is no similar transaction in the 2003 Second Fiscal
Quarter as the transaction was effective December 15, 2003.

         There was a $104,552 gain on the disposal of property. This gain
resulted from the sale of 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 $730,000.

         There was no recovery of income taxes recorded in the 2004 First Fiscal
Half compared with $18,195 provision for income taxes for the 2003 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 2004 First Fiscal Half was $1,222,533, compared to net loss
of $4,406,696 for the 2003 First Fiscal Half, an increase of $3,184,163. Even
though Logicorp experience decreased sales, the sales were at a higher profit
margin, thus resulting in less of a loss.

         The gain from discontinued operations for the 2004 First Fiscal Half
was $2,577,727, compared to net gain of $1,030,390 for the 2003 First Fiscal
Half, an increase of $1,547,337. This gain was primarily the result of net
income from discontinued operations of $818,414 compared to loss of $1,020,825
an increase of $1,839,239.

         As a result of all of the above, the net income for the 2004 First
Fiscal Half was $1,355,195, compared to net loss of $3,376,306 for the 2003
First Fiscal Half, a decrease of $4,731,501.

LIQUIDITY AND CAPITAL RESOURCES

         The Company's working capital deficit changed from $23,191,579 at
August 31, 2003 to $21,954,796 at February 29, 2004, a decrease of $1,236,783.

         For the 2004 First Fiscal Half, the Company had a net increase of cash
of $690,868 compared to a net decrease of $421,078 in the 2003 First Fiscal
Half.

         Cash provided by operating activities for the 2004 First Fiscal Half
was $360,182, compared to $19,847 used in operating activities in the 2003 First
Fiscal Half. In 2003, the major item that contributed to cash being provided by
operating activities was the increase in accounts payable and accrued
liabilities of $1,992,117. The major items that contributed to cash being used
in operating activities were net income with non-cash expenses added back of
$331,033 and the increase in accounts receivable of $1,188,084. In 2003, the
major item that contributed to cash being used in operating activities was the
net loss with non-cash expenses added back of $2,107,069, the increase in
accounts receivable of $1,427,214, the increase in deferred revenue of $347,297.
The major sources of cash provided by operating activities included increases in
accounts payable and accrued liabilities of $3,224,191 and the increase in
accrued interest payable of $565,450.


                                       13
<PAGE>

         Cash provided by investing activities in the 2004 First Fiscal Half was
$623,895 compared to the $150,258 provided by investing activities in the 2003
First Fiscal Half, an increase of $473,637. The increase was primarily the
result of the sale of one of the properties owned by the company. In addition
the Company paid a $25,000 purchase amount for Etelligent meeting requirements
in purchase agreement.

         Cash used in financing activities in the 2004 First Fiscal Half was
$286,813, compared to the $240,093 used in the 2003 First Fiscal Half

         Our business plan for 2004 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.

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.


                                       14
<PAGE>

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 29, 2004 and February
28, 2003 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, 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.

         As of February 29, 2004, 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 29, 2004 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 Accounting
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 Accounting 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


                                       15
<PAGE>

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

(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.
                    and NTN Interactive Network 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
</TABLE>


                                       16
<PAGE>

<TABLE>
<CAPTION>
    Exhibit
    Number                                    Description of Exhibit                                  Location
-------------       -------------------------------------------------------------------------      -------------
<S>                                    <C>                                                         <C>

                                                                                                  +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
        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
</TABLE>


                                       17
<PAGE>

<TABLE>
<CAPTION>
    Exhibit
    Number                                    Description of Exhibit                                  Location
-------------       -------------------------------------------------------------------------      -------------
<S>                                    <C>                                                         <C>
        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.;
        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. =


                                       18
<PAGE>

+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.

Exhibit 21. List of Subsidiaries of Chell Group Corporation as at February 29,
            2004

<TABLE>
<CAPTION>
Name of Subsidiary(1)                                                                 Jurisdiction of Incorporation
------------------------------------------------------------------                    -----------------------------
<S>                                                                                                         <C>
Chell Merchant Capital Group, Inc...........................................................................Ontario

Logicorp Data Systems Ltd. (2) .............................................................................Alberta

Logicorp Service Group Ltd. (2) ............................................................................Alberta

123557 Alberta Ltd. (2) ....................................................................................Alberta

591360 Alberta Ltd. (2) ....................................................................................Alberta

eTelligent Solutions Inc. (3) ..............................................................................Alberta

HBA Holdings Inc. (formerly known as NTN Interactive Network Inc)...........................................Canada

1113659 Ontario Ltd. ("Viewer Services) (4).................................................................Ontario

3484751 Canada Inc..........................................................................................Canada

Chell.com (USA) Ltd.........................................................................................Nevada
</TABLE>

----------

NOTES:

      (1)   Unless otherwise indicated, all named entities are wholly-owned
            subsidiaries of Chell Group Corporation.
      (2)   Wholly-owned subsidiary of Chell Merchant Capital Group.
      (3)   Wholly-owned subsidiary of Logicorp Data Systems Ltd...
      (4)   Wholly-owned subsidiary of NTN Interactive Network Inc.


                                       19
<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.


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


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

                                       20