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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  FORM 10-QSB

{X}  Quarterly Report under Section 13 or 15(d) of the Securities
     Exchange Act of 1934
     For the quarterly period ended December 31, 1999
{ }  Transition Report pursuant to Section 13 or 15(d) of the
     Securities Exchange Act of 1934

Commission File Number     0-13615
                           -------

                                 CELLCOM CORP.
       -----------------------------------------------------------------
       (Exact name of Small Business Issuer as specified in its Charter)


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   <S>                                                                                          <C>
          Delaware                                                                               06-1106964
-------------------------------                                                        ------------------------------
   (State of Incorporation)                                                                     (IRS Employer ID Number)
</TABLE>


               520 South Fourth Street, Las Vegas, Nevada  89101
               -------------------------------------------------
                    (Address of principal executive offices)

                                 (702) 474-9920
                ------------------------------------------------
                (Issuer's telephone number, Including Area Code)

Check whether the Issuer:  (1) has filed all reports to be filed by Section 13
or 15(d) of the Exchange Act during the past 12 months (or for such shorter
period that the registrant was required to file such report(s), and (2) has
been subject to the filing requirements for at least the past 90 days.

                          X     Yes                     No
                      ---------               ---------

               APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
                  PROCEEDINGS DURING THE PRECEDING FIVE YEARS

Check whether issuer has filed all documents and reports required to be filed
by Section 12, 13 or 15(d) of the Exchange Act after the distribution of
securities under a plan confirmed by a court.

                          X     Yes                     No
                    -----------              ----------

The Issuer had 15,625,272 shares of Common Stock outstanding as of March 13,
2000.

Transitional Small Business Disclosure Format:

                          X     Yes                     No
                    -----------              ----------
<PAGE>   2
CELLCOM CORP. AND SUBSIDIARIES
FORM 10-QSB INDEX



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<CAPTION>
                                                                                       PAGE  #
                                                                                      ----------
<S>                                                                                    <C>
PART I- FINANCIAL INFORMATION
        ---------------------

Condensed Consolidated Balance Sheets as of
December 31, 1999 (Unaudited) and September 30, 1999.......                             3

Condensed Consolidated Statements of Operations for
the Three Months Ended December 31, 1999 and 1998
(Unaudited)................................................                             4

Condensed Consolidated Statements of Cash Flows for the
Three Months Ended December 31, 1999 and 1998 (Unaudited)..                             5

Notes to the Condensed Consolidated Financial
Statements (Unaudited).....................................                             6

Management's Discussion and Analysis ......................                             8


PART II- OTHER INFORMATION
         -----------------


Exhibits and Reports on Form 8-K...........................                             9

Signatures.................................................                            10
</TABLE>





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<PAGE>   3
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1999 (UNAUDITED) AND SEPTEMBER 30, 1999



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<CAPTION>
                                                    (Dollar amounts in thousands)

                                                                            12/31/99             09/30/99
                                                                          -----------          -----------
<S>                                                                         <C>                  <C>
ASSETS
------------------------------------

CURRENT ASSETS:
Cash and cash equivalents                                                   $     12              $     0
Accounts receivable                                                                4                    5
Notes Receivable - Shareholders                                                   50                    0
                                                                           ----------           ----------

TOTAL CURRENT ASSETS                                                        $     66             $      5
                                                                           ==========           ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------

CURRENT LIABILITIES:
Accounts payable                                                                  42                   49
Taxes payable                                                                      0                    0
                                                                           ----------           ----------

TOTAL CURRENT LIABILITIES                                                         42                   49
                                                                           ----------           ----------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
  100,000,000 shares authorized
  and 15,625,272 shares issued
  and outstanding                                                                 15                   15
Additional paid-in capital                                                    11,046               11,046
Accumulated deficit                                                          (11,037)             (11,106)
                                                                           ----------           ----------

TOTAL STOCKHOLDERS' EQUITY                                                        24                  (44)
                                                                           ----------           ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                                      $     66             $      5
                                                                           ==========           ==========
</TABLE>





          SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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<PAGE>   4
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED)


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<CAPTION>
                                        (Dollar amounts in thousands except per share amounts)


                                                                             Three Months Ended,
                                                                                   December 31,
                                                                             -------------------------

                                                                              1999                 1998
                                                                          -----------          -----------
<S>                                                                       <C>              <C>
CONTINUING OPERATIONS
  General and administrative                                              $       11            $       8
  Gain on Sale of Securities                                                      79                    0

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

NET INCOME <LOSS>                                                         $       68            $      (8)

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

INCOME <LOSS> PER SHARE:

NET LOSS PER SHARE                                                        $      .00 (1)         $    .00 (1)

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

WEIGHTED AVERAGE NUMBER
 OF SHARES:                                                               15,625,272           15,625,272
                                                                          ===========          ===========
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(1) - Less than $.01 per share.





            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998 (UNAUDITED)


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<CAPTION>
                                                    (Dollar amounts in thousands)

                                                                             Three Months Ended,
                                                                                   December 31,
                                                                             -------------------------

                                                                              1999                 1998
                                                                          -----------          -----------
<S>                                                                        <C>                  <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:

  Net income (loss)                                                        $      68             $     (8)
  Adjustments to reconcile net income
    (loss) to net cash used for operating
    activities:
  Change in operating assets
    and liabilities:
    Decrease in accounts receivable                                                1                    3
    Increase (Decrease) in accounts payable                                       (7)                   2

                                                                          -----------          -----------
NET CASH PROVIDED BY (USED FOR)
 OPERATING ACTIVITIES                                                             62                   (3)
                                                                          -----------          -----------

CASH FLOWS USED FOR INVESTING ACTIVITIES:
     Loans to Shareholders                                                       (50)                   0
                                                                          -----------          -----------

NET CASH USED IN INVESTING ACTIVITIES:                                           (50)                   0
                                                                          -----------          -----------

NET CHANGE IS CASH                                                                12                   (3)
                                                                          -----------          -----------

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                                                            0                   11
                                                                          -----------          -----------

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                                          $      12            $       8
                                                                          ===========          ===========
</TABLE>





            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS





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<PAGE>   6
CELLCOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)



1.       BASIS OF PRESENTATION

         The financial information included herein has been prepared pursuant
         to Statement of Position 90-7, "Financial Reporting by Entities in
         Reorganization Under the Bankruptcy Code" ("SOP 90-7").  The
         accompanying consolidated balance sheet distinguishes between
         liabilities subject to compromise and liabilities not subject to
         compromise pursuant to the Bankruptcy Code.  The accompanying
         consolidated financial statements of Cellcom Corp. and its
         subsidiaries have been prepared on a going concern basis which
         contemplates the realization of assets and the settlements of
         liabilities and commitments in the ordinary course of business.

         The financial information at December 31, 1999 and for the three
         months ended December 31, 1999 are unaudited and reflect all
         adjustments (that include only normal recurring adjustments) which
         are, in the opinion of Management, necessary for a fair presentation
         of the financial position, results of operations and cash flows for
         interim periods.

2.       PETITION FOR RELIEF UNDER CHAPTER 11

         On April 16, 1992, the Company filed voluntary petitions for relief
         under Chapter 11 of the United States Bankruptcy Code (the
         "Petitions") in the United States Bankruptcy Court of the Southern
         District of New York (the "Court").  Under Chapter 11, certain claims
         against the Company in existence prior to the filing of the Petitions
         for relief under the federal bankruptcy laws were stayed while the
         Company continued its business operations as debtor-in-possession.

         On August 20, 1993, the Company filed a Modified Consolidated Plan of
         Reorganization (the "Plan") with the Court.  The "Post Confirmation
         Order" was dated and notice was given on October 7, 1993.  The Plan
         called for a consolidation of the Company and its subsidiaries for tax
         and accounting purposes and the Company will continue to pursue
         collection of contingent assets.  Pursuant to the terms of the Plan,
         the Company has settled all administrative, secured and priority
         claims.  All funds remaining after these distributions have been
         distributed among the unsecured creditors and the Company.





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         The Company has no operations.  It is principally engaged in
         controlling its assets (principally cash) and administering its
         liabilities.  The Company is in the process of evaluating potential
         business opportunities which could be attained by merger or
         acquisition.  In Management's opinion, if the Company embarks on a new
         business venture, no assurance can be given regarding the future
         success of such a business due to all the attendant costs and risks
         associated with starting or acquiring a new business.

3.       SALE OF SECURITIES

         On December 10, 1999, the Company sold its minority interest in
         cellular phone company for $79,300.  The minority interest had been
         deemed worthless and written off in a prior year.

4.       LOAN TO CELLCOM PRESIDENT

         The Company loaned its President $50,000 on December 16, 1999.
         Interest is receivable monthly at 10% per annum, principal is due in
         full on or before June 15, 2000.  The loan to Mr. Brown is recorded as
         Notes Receivable - Shareholders on the Company's December 31, 1999
         balance sheet.





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<PAGE>   8
CELLCOM CORP. AND SUBSIDIARIES
MANAGEMENT'S DISCUSSION AND ANALYSIS


         OVERVIEW

         Prior to April 1992, Cellcom Corp. and its subsidiaries (the
         "Company") experienced declining working capital, net operating
         losses, negative cash flow and increased rate of customer
         deactivations in certain markets.  Consequently, Management and the
         Board of Directors concluded that it was in the best interest of the
         Company to seek protection from its creditors under the U.S.
         Bankruptcy Code.  Please see the accompanying footnote to the
         consolidated financial statements.

         LIQUIDITY AND CAPITAL RESOURCES

         As of December 31, 1999, the Company has sufficient cash to pay its
         current and anticipated operating expenses for the current fiscal year
         ending September 30, 2000.  In December 1999, the Company sold its
         interest in Cellular Company for $79,299.  The ownership interest was
         previously deemed worthless and written off in a previous year.  For
         additional information on this transaction, please see footnote 7 in
         the September 30, 1999 10-KSB.

         The Company has a net operating loss carryforward ("NOL") of
         approximately $9.6 million for both financial reporting and income tax
         purposes.  The Company expects to use this NOL to offset earnings in
         potential business opportunities.  If the Company embarks on a new
         business venture, no assurance can be given regarding the future
         success of such a business due to all the attendant costs and risks
         associated with starting or acquiring a new business.

         RESULTS OF OPERATIONS

                 THREE MONTHS ENDED DECEMBER 31, 1999 AND 1998

         The Company had no operating revenues for the three month period ended
         December 31, 1999 or 1998.  The Company incurred general and
         administrative expenses of $11,000 and $8,000 during the three month
         period ended December 31, 1999 and 1998, respectively.  The Company
         continues to incur administrative expenses even though it has no
         operations.





                                       8
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PART II. - OTHER INFORMATION


Item 6. - Exhibits and reports on Form 8-K.

            None.





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<PAGE>   10
CELLCOM CORP. AND SUBSIDIARIES
SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

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<S>              <C>                                    <C>
Dated:           March 24, 2000
                 Las Vegas, Nevada                      CELLCOM CORP.


                                                        By:/s/ Jay H. Brown
                                                           -------------------------
                                                            Jay H. Brown
                                                            President and
                                                            Chief Executive Officer
                                                            (Principal Executive Officer)


                                                        By:/s/ David A. Obal
                                                           -------------------------
                                                            David A. Obal
                                                            Chief Financial Officer
                                                            (Principal Financial and
                                                             Accounting Officer)
</TABLE>





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