================================================================================
                                  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 NOVEMBER 30, 2002

                                       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  [GRAPHIC
OMITTED] - 1 -


                                      -1-
<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 November 30, 2002 (Unaudited) and August 31, 2002            3
          Consolidated Statements of Operations for the three months ended November 30, 2002 and
          2001 (Unaudited)                                                                               4
          Consolidated Statements of Cash Flows for the three months ended November 30, 2002
          and 2001 (Unaudited)                                                                           5
          Notes to Unaudited Consolidated Financial Statements                                           6

ITEM 2.   Management's Discussion and Analysis of Financial Condition and Results of Operations         11

ITEM 3.   Quantitative and Qualitative Disclosures About Market Risk                                    14

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                           15

ITEM 5.   Other Information                                                                             15

ITEM 6.   Exhibits and Reports on Form 8-K                                                              16

          Signatures                                                                                    18
</TABLE>


                                      -2-
<PAGE>

ITEM 1. FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                             CHELL GROUP CORPORATION
                           CONSOLIDATED BALANCE SHEETS
                         (EXPRESSED IN CANADIAN DOLLARS)
===========================================================================================================
                                                                    NOVEMBER 30, 2002    August 31, 2002
                                                                       (UNAUDITED)          (audited)
                                                                            $                   $
===========================================================================================================
<S>                                                                       <C>                  <C>
ASSETS
CURRENT
Cash and cash equivalents                                                      26,390              107,258
Accounts receivable, trade - net of allowance for doubtful
         accounts of $413,235 and $356,195, respectively                    2,348,978            4,944,843
Other receivables                                                                  --               31,406
Inventory                                                                     391,647              268,980
Prepaid expenses                                                               54,679                   --
-----------------------------------------------------------------------------------------------------------
TOTAL CURRENT ASSETS                                                        2,821,694            5,352,487
-----------------------------------------------------------------------------------------------------------
Property and equipment, net                                                 2,420,750            3,460,763
Licenses, net of accumulated amortization                                          --               47,015
Goodwill                                                                      276,794              276,794
Other assets                                                                   42,287              109,696
Net assets of discontinued operations                                       3,156,415            4,133,911
-----------------------------------------------------------------------------------------------------------
                                                                            8,717,940           13,380,666
===========================================================================================================

LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)
CURRENT
Bank overdraft                                                                212,577              603,740
Bank indebtedness                                                           3,219,065            2,990,914
Accounts payable and accrued liabilities                                    3,416,408            4,613,824
Accrued interest payable                                                    1,008,700              655,050
Deferred revenue                                                              292,957              422,980
Current portion, long-term debt                                             1,677,479            1,534,073
Payable on acquisition                                                      4,852,976            4,852,976
Loan payable, related party                                                   200,000              200,000
Short-term note and loan payable, other                                            --              443,189
Convertible debt                                                            8,225,729            6,587,622
-----------------------------------------------------------------------------------------------------------
TOTAL CURRENT LIABILITIES                                                  23,105,891           22,904,368
-----------------------------------------------------------------------------------------------------------
Long-term debt, net of current portion                                        923,396            2,914,656
Net liabilities from discontinued operations                                2,353,140            4,542,884
-----------------------------------------------------------------------------------------------------------
TOTAL LIABILITIES                                                          26,382,427           30,361,908
-----------------------------------------------------------------------------------------------------------

PREFERRED SERIES B SHARES: 454,545 SHARES [August 2002 - 454,545]               7,294                7,294

SHAREHOLDERS' EQUITY (DEFICIT)
    10,795,410 common shares [August 2002 - 10,504,913]                       733,997              712,652
    Due from shareholder                                                           --             (227,365)
    Additional paid in capital                                             26,655,538           26,220,561
    Accumulated other comprehensive income                                   (180,859)             215,097
    Accumulated deficit                                                   (44,880,457)         (43,909,481)
-----------------------------------------------------------------------------------------------------------
TOTAL SHAREHOLDERS' EQUITY (DEFICIT)                                      (17,671,781)         (16,988,536)
-----------------------------------------------------------------------------------------------------------
                                                                            8,717,940           13,380,666
===========================================================================================================
</TABLE>

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


                                      -3-
<PAGE>

<TABLE>
<CAPTION>
                          CHELL GROUP CORPORATION INC.
                      CONSOLIDATED STATEMENTS OF OPERATIONS
       FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 AND NOVEMBER 30, 2001
                   (EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)
============================================================================================================
                                                                             2002                2001
                                                                                          (restated Note 6)
                                                                               $                   $
============================================================================================================
<S>                                                                         <C>                  <C>
REVENUE
Product sales                                                                5,605,928                   --
Service sales                                                                  478,065                   --
Other                                                                               --                1,625
------------------------------------------------------------------------------------------------------------
                                                                             6,083,993                1,625
------------------------------------------------------------------------------------------------------------

COST OF SALES
Product sales                                                                5,220,467                   --
Service sales                                                                   58,909                   --
------------------------------------------------------------------------------------------------------------
                                                                             5,279,376                   --
------------------------------------------------------------------------------------------------------------
GROSS PROFIT                                                                   804,617                1,625

OPERATING EXPENSES
Selling, general and administrative expenses                                 1,992,178              391,040
Depreciation and amortization                                                  311,487              169,181
------------------------------------------------------------------------------------------------------------
                                                                             2,303,665              560,221
------------------------------------------------------------------------------------------------------------
LOSS FROM OPERATIONS                                                        (1,499,048)            (558,596)

Interest expense                                                               589,700              370,431
Loss on disposal of investments/property                                       248,587                   --
------------------------------------------------------------------------------------------------------------
Loss before provision for income taxes                                      (2,337,334)            (929,027)
Provision for income taxes                                                       2,282                   --
------------------------------------------------------------------------------------------------------------
LOSS FROM CONTINUING OPERATIONS                                             (2,339,617)            (929,027)
------------------------------------------------------------------------------------------------------------
DISCONTINUED OPERATIONS
Loss from discontinued operations (net of applicable income tax of $0)        (682,574)            (192,012)
Gain on disposal on debt                                                     2,051,215                   --
------------------------------------------------------------------------------------------------------------
GAIN (LOSS) FROM DISCONTINUED OPERATIONS                                     1,368,641             (192,012)
------------------------------------------------------------------------------------------------------------

NET LOSS                                                                      (970,976)          (1,121,039)
OTHER COMPREHENSIVE LOSS - FOREIGN CURRENCY TRANSLATION                       (395,956)                  --
------------------------------------------------------------------------------------------------------------
COMPREHENSIVE LOSS                                                          (1,366,932)          (1,121,039)
============================================================================================================

------------------------------------------------------------------------------------------------------------
LOSS PER SHARE:
Basic and diluted from continuing operations                                     (0.26)               (0.11)
Basic and diluted from discontinued operations                                    0.15                (0.02)
------------------------------------------------------------------------------------------------------------
Net loss per share                                                               (0.11)               (0.13)
------------------------------------------------------------------------------------------------------------

------------------------------------------------------------------------------------------------------------
Basic weighted average number of common shares outstanding                   9,028,239            8,356,045
Diluted weighted average number of common shares outstanding                 9,028,239            8,356,045
============================================================================================================
</TABLE>

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



                                      -4-
<PAGE>

<TABLE>
<CAPTION>
                             CHELL GROUP CORPORATION
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
       FOR THE THREE MONTHS ENDED NOVEMBER 30, 2002 AND NOVEMBER 30, 2001
                  (EXPRESSED IN CANADIAN DOLLARS - UNAUDITED)
============================================================================================================
                                                                             2002                2001
                                                                                         (restated - Note 6)
                                                                               $                  $
============================================================================================================
<S>                                                                          <C>                 <C>
OPERATING ACTIVITIES
Net loss for the year from continuing operations                               (970,976)         (1,121,039)
Adjustments to reconcile net loss to net cash
     used in operating activities:
     Depreciation and amortization                                            1,629,176             169,181
     Loss on disposal/sale of capital assets                                    248,587                  --
     Interest cost from amortization of discount                                324,038             163,263
     Gain on settlement of debt                                              (2,051,215)                 --
     Due from stockholder                                                       227,365                  --
     Provision for doubtful accounts                                             57,040                  --
     Services rendered for shares                                                    --              36,725
     Write-off of prepaids arising from Chell asset purchase                         --              45,341
Changes in assets and liabilities:
     Decrease (increase) in short-term investments                               15,017
     Decrease (increase) in accounts receivable, trade                        2,690,524                  --
     Decrease (increase) in income taxes receivable                                  --                 (36)
     Decrease (increase) in inventory                                          (125,671)
     Decrease (increase) in prepaid expenses                                      9,813              56,945
     Decrease (increase) in other accounts receivable                                --              84,914
     Decrease (increase) in other assets                                        160,715                  --
     Increase (decrease) in accounts payable and accrued liabilities           (598,619)             53,275
     Increase (decrease) in accrued interest payable                            353,650                  --
     Decrease (increase) in income taxes payable                                 30,252                  --
     Increase (decrease) in deferred revenue                                   (326,111)                 --
------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES                               1,658,568            (496,414)
============================================================================================================

INVESTING ACTIVITIES
Purchase of property and equipment                                              (44,306)            (47,050)
Proceeds from disposal of property and equipment                                265,289                  --
------------------------------------------------------------------------------------------------------------
CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES                                 220,983             (47,050)
============================================================================================================

FINANCING ACTIVITIES
Bank Indebtedness                                                              (379,222)                 --
Net borrowings on line of credit                                               (899,629)                 --
Borrowing from Logicorp shareholders                                             77,575                  --
Increases of notes and loans payable                                                 --             306,750
Repayment of notes and loans payable                                           (464,960)             (9,460)
------------------------------------------------------------------------------------------------------------
CASH (USED IN) PROVIDED BY FINANCING ACTIVITIES                              (1,666,236)            297,290
============================================================================================================

============================================================================================================
EFFECTS OF FOREIGN LOSS                                                        (442,198)                 --
============================================================================================================

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS DURING THE                (228,883)           (246,174)
PERIOD FROM CONTINUING OPERATIONS

NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS DURING THE                 148,015             186,864
PERIOD FROM DISCONTINUE OPERATIONS

Cash and cash equivalents, beginning of period                                  107,258             133,160
------------------------------------------------------------------------------------------------------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                                         26,390              73,850
============================================================================================================

Income taxes paid                                                                    --                  --
Interest paid                                                                   158,866              68,388
</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 MONTHS ENDED NOVEMBER 30, 2002 AND NOVEMBER 30, 2001 (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 months ended November 30,
2002 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  months  ended
November 30, 2002 (the "2003 First Fiscal  Quarter"),  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 includes CMCG's  wholly-owned  subsidiaries  Logicorp Data Systems Ltd. and
Logicorp Service Group Ltd., 123557 Alberta Ltd., and 591360 Alberta Ltd., which
will  be  together  referred  to  as  "Logicorp"  and  Logicorp's   wholly-owned
subsidiary  eTelligent  Solutions Inc.  ("eTelligent).  Discontinued  operations
consist of NTN Interactive Network Inc. ("NTNIN") which was sold on December 15,
2003 and GalaVu  Entertainment  Network Inc. ("GalaVu") which was sold April 25,
2003.

      The  financial  statements  of the  Company  for the  three  months  ended
November 30, 2001 (the "2002 First Fiscal  Quarter"),  include the operations of
the Company's wholly-owned subsidiaries CMCG, Chell.com (USA) and 3484751 Canada
Inc. Logicorp was purchased on January 1, 2002.  Discontinued operations consist
of NTNIN (sold  December  15,  2003),  GalaVu  (sold April 25, 2003) and NTNIN's
wholly-owned  subsidiary Magic Lantern  Communications  Inc. and it subsidiaries
(sold March 18, 2002).

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

NOTE 3. IMPACT OF RECENTLY ISSUED ACCOUNTING STANDARDS

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




                                      -6-
<PAGE>

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

NOTE 4 - SEGMENT INFORMATION (UNAUDITED)

The following  describes the  performance  by segment for the three months ended
November 30, 2002 and 2001:


================================================================================
                                                For Three Months Ended

                                         NOVEMBER 30, 2002    November 30, 2001
                                                             (Restated - Note 6)
                                                $                  $
================================================================================

EXTERNAL REVENUE
  Systems Integration                             6,083,993                  --
  Corporate                                              --               1,625
--------------------------------------------------------------------------------
                                                  6,083,993               1,625
--------------------------------------------------------------------------------

OPERATING PROFIT (LOSS)
  Systems Integration                              (669,884)                 --
  Corporate                                        (829,164)           (558,596)
--------------------------------------------------------------------------------
                                                 (1,499,048)           (558,596)
--------------------------------------------------------------------------------

NET INCOME (LOSS)
  Systems Integration                              (764,862)                 --
  Corporate                                      (1,574,755)           (929,027)
   Discontinued operations                        1,368,641            (192,012)
--------------------------------------------------------------------------------
                                                   (970,976)         (1,121,039)
================================================================================


================================================================================
                                                         As at

                                          NOVEMBER 30, 2002   November 30, 2001
                                                             (Restated - Note 6)
                                                $                   $
================================================================================

TOTAL ASSETS
  Systems Integration                             3,839,986                  --
  Corporate                                       1,721,539           4,554,878
   Discontinued operations                        3,156,415          10,451,426
--------------------------------------------------------------------------------
                                                  8,717,940          15,006,304
================================================================================





                                      -7-
<PAGE>

NOTE 5. EARNINGS PER SHARE

      Earnings  per share  were  calculated  in  accordance  with  Statement  of
Financial  Accounting  Standards  No. 128.  The  following  table sets forth the
computation  of basic and diluted  earnings per share for the three months ended
November 30, 2002 and November 30, 2001:

<TABLE>
<CAPTION>
===========================================================================================================
                                                                           For Three Months Ended
                                                                   NOVEMBER 30, 2002    November 30, 2001
                                                                                       (Restated - Note 6)
                                                                           $                    $
===========================================================================================================
<S>                                                                         <C>                 <C>
NUMERATOR:
Net loss (numerator for basic and diluted loss per
share) from continuing operations                                          (2,339,617)            (929,027)
Net loss (numerator for basic and diluted loss per
share) from discontinued operations                                         1,368,641             (192,012)
-----------------------------------------------------------------------------------------------------------
Net loss (numerator for basic and diluted loss per share)                    (970,976)          (1,121,039)
===========================================================================================================

DENOMINATOR FOR BASIC AND DILUTED LOSS PER SHARE
-adjusted weighted average number of shares and assumed conversions         9,028,239            8,356,045
===========================================================================================================

Basic and diluted loss per share from continuing operations                     (0.26)               (0.11)
Basic and diluted loss per share from discontinued operations                    0.15                (0.02)
-----------------------------------------------------------------------------------------------------------
Net loss per share                                                              (0.11)               (0.13)
===========================================================================================================
</TABLE>


NOTE 6. RESTATEMENT OF FINANCIAL STATEMENTS

Restatements to the three months ended November 30, 2001:

[A] DISCOUNT ON CONVERTIBLE DEBT

      On  October  3,  2000,  the  Company  closed  the  sale of a  US$3,000,000
Convertible 10% Debenture of which  US$1,700,000  has been advanced.  EITF-00-27
"Application of Issue No. 98-5 to Certain Convertible Instruments" requires that
a discount be recorded for any beneficial  conversion  features  associated with
convertible  debt.  The Company did not record the discount on the  US$1,700,000
debt and  therefore  had to make an  adjustment  and  restate  its  fiscal  2001
financial  statements.  The Company has now recorded a discount of $1,959,144 in
October 2000 and has amortized $753,344 to date and $163,363 to interest expense
for the three months ending November 30, 2001.

[B] WARRANTS

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

      Since the statements  reflected these warrants on the books at the time of
these  filings,  the  amount  was  being  amortized.  As a  result  the  $22,015
corresponding expense needed to be reversed.


                                      -8-
<PAGE>

The following table presents the impact of the 2001 restatements.

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

                                         For the three months ended
                                               November 30, 2001
     ---------------------------------------------------------------
       Balance sheet:
           Other Assets                       342,691        189,213
     Long-term debt                         5,594,401      4,397,147
         Share Capital
         Capital in excess of par value    14,143,533     15,849,971
         Deficit                          (13,479,305)   (14,141,967)

      Statement of operations:
         Selling, general and admin         2,482,750      2,460,735
         Interest and Bank Charges            321,206        484,469
         Net loss                            (979,791)    (1,121,039)

     EPS
     Basic and diluted from continuing
     operations                           $     (0.11)   $     (0.12)
     Basic and diluted from
     discontinued operations                       --             --
     Net loss per share                   $     (0.11)   $     (0.12)
     ---------------------------------------------------------------


NOTE 7. SUBSEQUENT EVENTS

[A] GAIN ON SALE OF SUBSIDIARY'S ASSETS

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

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

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



                                      -9-
<PAGE>

[B] SALE OF BUILDINGS AND LAND

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

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

[C] LOGICORP ADVANCES

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

[D] RESIGNATION OF STEPHEN MCDERMOTT (CEO)

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

[E] SALE OF LOGICORP

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

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

[F]1109822 ALBERTA INC.

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



                                      -10-
<PAGE>

      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 advance 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.

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

      The following  discussion addresses the financial condition and results of
operations of the Company.  This discussion  should be read in conjunction  with
the  Company's  Annual  Report on Form 10-K for the fiscal year ended August 31,
2002 and with the Company's unaudited  consolidated interim financial statements
as of November 30, 2002 and for the three month  period ended  November 30, 2002
and 2001 contained herein.

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

CORPORATE BACKGROUND

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

      As of November 30, 2002, we had a working  capital  deficit of $20,284,197
and an accumulated  deficit of $44,880,457.  We generated revenues of $6,083,993
for the 2003  Fiscal  Year and  incurred a net loss of  $970,976.  In  addition,
during the 2003 Fiscal  Year,  net cash  provided by  operating  activities  was
$1,658,568.

      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.



                                      -11-
<PAGE>

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  NOVEMBER 30, 2002 COMPARED TO
THE THREE MONTHS ENDED NOVEMBER 30, 2001.  The Company's  total revenues for the
2003 First Fiscal Quarter were $6,083,993, compared to $1,625 for the 2002 First
Fiscal Quarter, an increase of $6,082,368.  Logicorp was purchased on January 1,
2002 and  eTelligent  was  purchase  June 1, 2002,  so there are no  comparative
financials for the 2002 First Fiscal Quarter.

      Total  cost of sales for the 2003 First  Fiscal  Quarter  were  $5,279,376
compared to none for the 2002 First Fiscal  Quarter.  The increase is consummate
with the increased level of sales. Logicorp was purchased on January 1, 2002 and
eTelligent was purchase on June 1, 2002, so there are no comparative  financials
for the 2002 First Fiscal Quarter.

      Total  selling,  general and  administrative  expenses  for the 2003 First
Fiscal Quarter were  $1,992,178,  compared to $391,040 for the 2002 First Fiscal
Quarter, an increase of $1,601,138 or 409.5%.  Logicorp was purchased on January
1, 2002 and eTelligent was purchase on June 1, 2002, so there are no comparative
financials for the 2002 First Fiscal Quarter.  Logicorp and eTelligent accounted
for an increase to selling, general and administrative expenses in the amount of
$1,752,453.

      Depreciation  and  amortization  for the 2003 First  Fiscal  Quarter  were
$311,487, compared to $169,181 for the 2002 First Fiscal Quarter, an increase of
$142,306 or 84.1%.  This increase  results from  increased  debt levels from the
acquisition of Logicorp and eTelligent.

      Interest and bank charges for the 2003 First Fiscal Quarter were $589,700,
compared to $370,431 for the 2002 First Fiscal Quarter,  an increase of $219,269
or 59.2%.  This increase results from increased debt levels from the acquisition
of Logicorp and eTelligent ($94,978) and a change in the unamortized discount on
the convertible debenture and the convertible debenture.

      There was a $2,282  provision for income taxes  recorded in the 2003 First
Fiscal  Quarter  compared  with no  provision of income taxes for the 2002 First
Fiscal  Quarter.  As the tax provision is based upon the  individual  companies'
taxable income, a minimal  provision was incurred,  as not all the companies are
in a taxable position. There are no deferred tax assets recorded by the Company.

      As a result of all of the above,  the net loss from continuing  operations
for the 2003  First  Fiscal  Quarter  was  $2,339,617,  compared  to net loss of
$929,027 for the 2002 First Fiscal Quarter, an increase of $1,410,590. This loss
was primarily the result of the addition of Logicorp and eTelligent ($1,127,938)
and increased interest costs.

      The gain from  discontinued  operations  for the 2003 First Fiscal Quarter
was  $1,368,641,  compared  to net loss of  $192,012  for the 2002 First  Fiscal
Quarter,  an increase of  $1,560,653.  This gain was primarily the result of the
retirement of debt incurred with the GalaVu  subsidiary of $2,051,215.  The gain
was offset by increasing  operating  losses from the  discontinued  operation of
$682,574  for the 2002 First Fiscal  Quarter  compared to a loss of $192,012 for
the 2002 First Fiscal Quarter.



                                      -12-
<PAGE>

      As a result of all of the above,  the net loss for the 2003  First  Fiscal
Quarter  was  $970,976,  compared to net loss of  $1,121,039  for the 2002 First
Fiscal  Quarter,  a decrease of $150,063.  The 2003 First Fiscal Quarter reduced
loss  resulted  primarily  from gains  from  discontinued  operations  offset by
increase in continuing operating losses.


LIQUIDITY AND CAPITAL RESOURCES

      The Company's  working capital deficit changed from  $17,551,881 at August
31, 2002 to $20,284,197 at November 30, 2002, an increase of $2,732,316.

      For the 2003 First Fiscal Quarter,  the Company had a net decrease of cash
from continuing operations of $228,883 compared to a net decrease of $246,174 in
the 2002 First Fiscal Quarter.

      Cash provided by operating  activities  for the 2003 First Fiscal  Quarter
was  $1,658,568,  compared to $496,414 used in operating  activities in the 2002
First Fiscal  Quarter.  In 2003, the major items that  contributed to cash being
provided  by  operating  activities  were as follows:  the  decrease in accounts
receivable  of  $2,690,524  and the  increase  in  accrued  interest  payable of
$353,650.  The major  items that  contributed  to cash  being used in  operating
activities  were as  follows:  net loss with  non-cash  expenses  added  back of
$535,985,  the increase in accounts payable and accrued liabilities of $598,619,
an increase in  inventory  of $125,671  and the  decrease in accrued  revenue of
$326,111.  In 2002,  the  major  item that  contributed  to cash  being  used in
operating  activities  was the net loss with  non-cash  expenses  added  back of
$706,529.  The major sources of cash provided by operating  activities  included
decreases in prepaid of $56,945,  other  accounts  receivable  of $84,914 and an
increase in accounts payable and accrued liabilities of $53,275.

      Cash provided by investing activities in the 2003 First Fiscal Quarter was
$220,983 compared to the $47,050 used in investing  activities in the 2002 First
Fiscal Quarter,  an increase of $268,033.  The increase was primarily the result
of the purchase of property and equipment of $44,306 offset by the proceeds from
the disposal of property and equipment of $265,289.

      Cash used in financing  activities  in the 2003 First  Fiscal  Quarter was
$1,666,236,  compared to the $297,290 provided in the 2002 First Fiscal Quarter.
The increase is primarily due to the increased debt repayments.

      Our  business  plan for 2003  contemplates  obtaining  additional  working
capital through  refinancing or  restructurings 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.



                                      -13-
<PAGE>

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

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

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

INFLATION

      The rate of inflation has had little impact on the Company's operations or
financial  position during the three months ended November 30, 2002 and November
30,  2001 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 November  30,  2002,  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 three months
ended November 30, 2003 in the  devaluation  of the Cdn/US dollar  exchange rate
would be  approximately  $530,000.  This loss would be  reflected in the balance
sheet  as  increases  in  the   principal   amount  of  its   dollar-denominated
indebtedness  and in the income  statement  as an increase  in foreign  exchange
losses,   reflecting   the  increased   cost  of  servicing   dollar-denominated
indebtedness.  This analysis does not take into account the positive effect that
the  hypothetical  increase  would have on accounts  receivable and other assets
denominated in U.S. dollars.



                                      -14-
<PAGE>

ITEM 4. CONTROLS AND PROCEDURES

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

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

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

None.

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

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.




                                      -15-
<PAGE>


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..............................................     +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


                                      -16-
<PAGE>

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


                                      -17-
<PAGE>

        10.32       Stock Purchase Agreement dated as of August 2, 2004, by and among             +5, Exh. 10.25
                    NewMarket Technology, Inc., the Registrant and Logicorp Data Systems, Ltd.
        10.33       Bonus Agreement entered into August 2, 2004, by and between the               +5, Exh. 10.26
                    Registrant and NewMarket Technology.
        10.34       Form of Promissory Note issued by NewMarket Technology, Inc. to Logicorp      +5, Exh. 10.27
                    Data Systems, Ltd.
        10.35       Unanimous Shareholders Agreement dated August 2, 2004 by and among            +5, Exh. 10.28
                    NewMarket Technology, Inc., the Registrant and Logicorp Data Systems, Ltd.
        10.36       Registration Rights Agreement dated as of August 2, 2004, is entered into     +5, Exh. 10.29
                    by and among NewMarket Technology, Inc., and the Registrant.

           21       List of Subsidiaries.....................................................              p. 19

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

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

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

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

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

+1    All  Exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit listed above in the Company's  Current Report on Form 8-K (Date of
      Report: October 2, 1996) (File No. 0-18066), filed on October 17, 1996.
+2    All  Exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit   listed  above  in  the  Annual   Report  on  Form  10-K  of  NTN
      Communications,  Inc.,  for its fiscal year ended December 31, 1990) (File
      No. 2-91761-C), filed on April 1, 1991.
+3    All  Exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit listed above in the Company's  Current Report on Form 8-K (Date of
      Report: October 4, 1994) (File No. 0-18066), filed on October 18, 1994.
+4    All  Exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit listed above in the Company's  Annual Report on Form 10-K (Date of
      Report: November 27, 1996) (File No. 0-18066), filed on December 16, 1996.
+5    All  Exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit  listed above in the Company's 8-K (Date of Report:  September 13,
      1997) (File No. 0-18066), filed on December 16, 1996.
+6    All  Exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit number listed above in the Definitive  Proxy Statement on Form 14A
      of the  Registrant  (File No.  000-18066),  filed with the  Securities and
      Exchange Commission on August 8, 2000.
+7    All  Exhibits so  indicated  are  incorporated  herein by reference to the
      exhibit  number listed above in the Company's  Current  Report on Form 8-K
      (Date of Report: December 13, 2001) (File No. 0-18066),  filed on December
      28, 2001.

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


                                      -18-
<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

Dated: November 30, 2004             By   /s/ David Bolink
                                          ------------------------------------
                                          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.


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

                                      -19-