SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 12, 2000
CHELL GROUP CORPORATION.
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(Exact name of registrant as specified in its charter)
NEW YORK 005-524525 112805051
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
14 METEOR DRIVE, ETOBICOKE, ONTARIO CANADA, M9W 1A4
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code........... 416 675-6666
NETWORKS NORTH, INC.
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant
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On October 12, 2000, Ernst & Young LLP ("E&Y"), the independent
accountants who were engaged as the principal accountants to audit the financial
statements of Chell Group Corporation (the "Registrant"), resigned as the
Registrant's certifying accountants.
E&Y's report on the Registrant's financial statements for the past two
years contained no adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
During the Registrant's two most recent fiscal years and during the
subsequent interim period preceding E&Y's resignation, the Registrant had no
disagreement with E&Y on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure.
The facts and circumstances that relate to E&Y's resignation, as far as
they are known to the Registrant, are as follows:
E&Y has served as the Registrant's certifying accountant since 1995. E&Y
orally informed the Registrant that pursuant to E&Y's internal rules, E&Y will
resign as the Registrant's certifying accountant since it was unwilling and
therefore unable to rely upon the representations of Mr. Cameron Chell, the
Registrant's President and Chief Executive Officer, due to the existence of a
Settlement Agreement dated November 6, 1998, between Cameron Chell, and the
Alberta Stock Exchange (the "Settlement Agreement"). On April 3, 2000, the
Registrant's board of directors appointed Mr. Chell as a director and elected
him as its Chair; on April 3, 2000, Chell.com. Ltd., a corporation wholly-owned
by Mr. Chell, purchased
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approximately 16% of the Registrant's issued and outstanding common stock; and
on April 7, 2000, the Registrant advised E&Y of the existence of the Settlement
Agreement. Pursuant to the Settlement Agreement, Mr. Chell acknowledged the
existence of certain facts that occurred during 1996 and 1997 while Mr. Chell
was a registered representative in Alberta, Canada, licensed by the Alberta
Securities Commission, and he agreed to certain restrictions imposed by the
Alberta Stock Exchange and to pay a CN$25,000 civil fine.
On October 17 2000, the Registrant delivered a copy of this Report on Form
8-K to E&Y, and requested E&Y to furnish the Registrant with a letter addressed
to Securities and Exchange Commission stating whether or not E&Y agrees with the
statements made by the Registrant in response to this Item 4, and, if it does
not agree, stating in the respects in which E&Y does not agree. A copy of the
response letter of E&Y is attached hereto as Exhibit "16."
The Registrant is presently interviewing other accounting firms to act as
its certifying accountant. The Registrant will not place any limitations on
communications between E&Y and its successor certifying accountants.
Item 7. Exhibits
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(16) Letter from Ernst & Young LLP dated October 18, 2000
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Chell Group Corporation f/k/a
Networks North Inc.
a New York Corporation
Date: October 18, 2000 By: /s/Cameron Chell
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Cameron Chell, President & CEO
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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16 Letter from Ernst & Young LLP dated October 18, 2000
