<PAGE>

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                  FORM 10-QSB/A

                                (AMENDMENT NO. 1)

[X]  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
     ACT OF 1934

     FOR THE QUARTERLY PERIOD ENDED DECEMBER 31, 2005

                                       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 0-13615

                                 CELLCOM I CORP.
                 (Name of small business issuer in its charter)

<TABLE>
<S>                                                          <C>
            DELAWARE                                              06-1106964
(State or other jurisdiction of                                 (IRS Employer
 incorporation or organization)                              Identification No.)
</TABLE>

                             520 SOUTH FOURTH STREET
                             LAS VEGAS, NEVADA 89101
               (Address of principal executive offices) (Zip Code)

                                 (702) 353-5168
         (Small business issuer's telephone number, including area code)

Check whether the small business issuer: (1) has filed all reports required 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 small business issuer was required to file
such reports) and (2) has been subject to such filing requirements for the past
90 days. Yes [ ] No [X]

As of January 20, 2006, the Issuer had 15,875,270 shares of common stock, $.001
par value, outstanding.

    Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]

<PAGE>

                                EXPLANATORY NOTE

This Amendment No. 1 to the Registrant's Quarterly Report on Form 10-QSB for the
quarterly period ended December 31, 2005 is being filed to reflect the
completion of the quarterly review of the Registrant's interim financial
statements included herein by Piercy Bowler Taylor & Kern ("PBTK"), the
Registrant's independent registered public accountant. The interim financial
statements previously filed with the Quarterly Report on Form 10-QSB for the
quarterly period ended December 31, 2005 contained interim financial statements
for which review by PBTK had not been completed, notwithstanding the
Registrant's mistaken belief at the time of the filing that review of such
interim financial statements had been completed by PBTK.


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<PAGE>

                                 Cellcom I Corp.

                         Quarterly report on Form 10-QSB
                         Quarter ended December 31, 2005

Table of contents

<TABLE>
<S>                                                                           <C>
PART I - FINANCIAL INFORMATION

Item 1. Financial statements

        Balance sheets as of December 31, 2005 (unaudited) and September
        30, 2005                                                               4

        Statements of operations for the three months ended December 31,
        2005 and December 31, 2004 (unaudited)                                 5

        Statements of stockholders' equity deficiency for the three months
        ended December 31, 2005 (unaudited)                                    6

        Statements of cash flows for the three months ended December 31,
        2005 and December 31, 2004 (unaudited)                                 7

        Notes to financial statements (unaudited)                              8

Item 2. Management's Discussion and Analysis or Plan of Operation              8

Item 3. Controls and procedures                                                9

PART II - OTHER INFORMATION

Item 6. Exhibits and reports on Form 8-K                                      11

Signatures                                                                    12
</TABLE>


                                        3
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial statements

                                 CELLCOM I CORP.
                                 BALANCE SHEETS
              DECEMBER 31, 2005 (UNAUDITED) AND SEPTEMBER 30, 2005

<TABLE>
<CAPTION>
                                                December 30,   September 30,
                                                    2005            2005
                                                ------------   -------------
<S>                                             <C>            <C>
ASSETS

CURRENT ASSETS:
   Cash                                         $     17,540   $     33,292
   Prepaid expenses                                    3,895          1,346
                                                ------------   ------------
                                                $     21,435   $     34,638
                                                ============   ============
LIABILITIES AND STOCKHOLDERS' EQUITY
DEFICIENCY

CURRENT LIABILITIES:
   Accounts payable                             $     54,715   $     54,782
   Due to officer                                         --            397
                                                ------------   ------------
                                                      54,715         55,179
                                                ------------   ------------

STOCKHOLDERS' EQUITY DEFICIENCY
   Common stock, $.001 par value; 100,000,000
      shares authorized and 15,875,270 shares
      issued and outstanding                          15,875         15,875
   Additional paid-in capital                     11,075,080     11,073,205
   Deficit                                       (11,124,235)   (11,109,621)
                                                ------------   ------------
                                                     (33,280)       (20,541)
                                                ------------   ------------
TOTAL LIABILITIES AND STOCKHOLDERS'
   EQUITY DEFICIENCY                            $     21,435   $     34,638
                                                ============   ============
</TABLE>

See notes to financial statements.


                                        4

<PAGE>

                                 CELLCOM I CORP.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                          Three Months Ended
                                             December 31
                                      -------------------------
                                          2005          2004
                                      -----------   -----------
<S>                                   <C>           <C>
General and administrative expenses   $    14,614   $     6,556
                                      -----------   -----------
NET LOSS                              $   (14,614)  $    (6,556)
                                      ===========   ===========
NET LOSS PER SHARE - (1)              $      (.00)  $      (.00)
                                      ===========   ===========
WEIGHTED AVERAGE NUMBER OF SHARES      15,875,270    15,875,270
                                      ===========   ===========
</TABLE>

(1) - Net loss per share is less than $.01 per share.

See notes to financial statements.


                                        5

<PAGE>

                                 CELLCOM I CORP.
            STATEMENTS OF STOCKHOLDERS' EQUITY DEFICIENCY (UNAUDITED)
                  FOR THE THREE MONTHS ENDED DECEMBER 31, 2005

<TABLE>
<CAPTION>
                            Common Stock        Additional
                        --------------------     paid-in
                          Shares     Dollars     capital        Deficit       Total
                        ----------   -------   -----------   ------------   --------
<S>                     <C>          <C>       <C>           <C>            <C>
Balances
   October 1, 2005      15,875,270   $15,875   $11,073,205   $(11,109,621)  $(20,541)
Contributed capital
   in the form of
   officer's services           --        --         1,875             --      1,875
Net loss                        --        --            --        (14,614)   (14,614)
                        ----------   -------   -----------   ------------   --------
Balances
   December 31, 2005    15,875,270   $15,875   $11,075,080   $(11,124,235)  $(33,280)
                        ==========   =======   ===========   ============   ========
</TABLE>

See notes to financial statements.


                                        6
<PAGE>

                                 CELLCOM I CORP.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
              FOR THE THREE MONTHS ENDED DECEMBER 31, 2005 AND 2004

<TABLE>
<CAPTION>
                                                           2005       2004
                                                         --------   --------
<S>                                                      <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net loss                                              $(14,614)  $ (6,556)
   Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
         Contributed capital in the form of officer's
            services                                        1,875      1,875
         Changes in operating assets and liabilities:
         Collection of settlement receivable                          80,717
         Increase in prepaid expenses                      (2,549)        --
         Increase (decrease) in accounts payable             (464)    (7,206)
                                                         --------   --------
NET CASH PROVIDED BY (USED IN) OPERATING
   ACTIVITIES                                             (15,752)    68,830
                                                         --------   --------
NET CHANGE IN CASH                                        (15,752)    68,830
CASH AT BEGINNING OF THE PERIOD                            33,292         91
                                                         --------   --------
CASH AT END OF PERIOD                                    $ 17,540   $ 68,921
                                                         ========   ========
</TABLE>

See notes to financial statements.


                                        7

<PAGE>

                                 CELLCOM I CORP.
                          NOTES TO FINANCIAL STATEMENTS

1.   BASIS OF PRESENTATION

     The interim financial information included herein is unaudited and has been
     prepared consistent with generally accepted accounting principals for
     interim financial information and with the instructions to Form 10-QSB and
     Item 310(b) of Regulation S-B. Accordingly, these financial statements do
     not include all information required by generally accepted accounting
     principals for annual financial statements. These statements should be read
     in conjunction with the audited financial statements and notes thereto
     included in the Company's annual report on Form 10-KSB for the year ended
     September 30, 2005, from which the balance sheet information as of that
     date is derived. These interim financial statements contain all adjustments
     necessary in the opinion of management for a fair statement of results for
     the interim periods presented.

     The results of operations for the three months ended December 31, 2005, are
     not necessarily indicative of the results to be expected for the full year.

2.   SETTLEMENT ON PRIOR SALE

     In 1999, the Company sold its minority interest in a start-up cellular
     provider for $79,000. Following the sale, a claim was asserted in a class
     action initiated by another investor in the cellular provider in which it
     was alleged that the minority interest shareholders had been underpaid for
     their shares. In December 2004, the Company was notified by the attorneys
     for the minority shareholders that a settlement had been reached with the
     cellular provider. The Company received a settlement payment of $80,717 in
     December 2004.

Item 2. Management's Discussion and Analysis or Plan of Operation.

     Overview

     The Company was incorporated as Cellcom Corp. on October 26, 1983, under
     the laws of the State of Delaware. The business purpose of the Company was
     originally to engage in the purchase and resale of cellular service.
     However, in April 16, 1992, due to declining working capital, net operating
     losses and negative cash flow, the Company and its subsidiaries filed
     voluntary petitions for relief Chapter 11 of the United States Bankruptcy
     Code. The Company has had no operations since it came out of bankruptcy in
     October 1993. The Company was involuntarily dissolved in the State of
     Delaware in 2002 and effective February 10, 2005, was reinstated in
     Delaware under the name Cellcom I. Corp.


                                       8

<PAGE>

     Plan of Operation

     The Company is not presently engaged in any business activities and has no
     operations, income producing assets or significant operating capital.
     Management has determined that, subject to stockholder approval, the best
     course of action for the Company is to complete a business combination with
     an existing business. Accordingly, any activities by the Company in the
     immediate future will be limited to investigating potential business
     combinations. Although the Company will consider any such opportunities
     that may present themselves, it is not yet actively engaged in seeking such
     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.

     Management may also seek to raise additional capital by selling stock or
     obtaining outside financing; however, the Company does not have firm
     commitments for stock purchases or financing from outside sources or from
     its present officers and directors.

     As of December 31, 2005, the Company does not have sufficient assets to pay
     its current and anticipated operating expenses for the current fiscal year
     ending September 30, 2006.

     Critical Accounting Policies and Estimates

     Although the company has no current operations and will consider any
     business opportunities that may present themselves, since it is dormant,
     our financial statements are not presented as those of a development stage
     enterprise.

     Based on the Company's operating history to date, management does not
     believe realization of its deferred tax assets, principally a net operating
     loss carryforward, can yet be considered more likely than not and,
     accordingly, has provided a 100% valuation allowance.

Item 3. Controls and procedures.

     The Company's Chief Executive Officer and our Chief Financial Officer have
     conducted an evaluation of the effectiveness of the Company's disclosure
     controls and procedures (as such term is defined in Rules 13a-15 and 15d-15
     under the Securities Exchange Act of 1934, as amended (the "Exchange Act")
     as of the quarter ended December 31, 2005.

     In connection with an independent audit of the Company's financial
     statements for the years ended September 30, 2005, 2004 and 2003, and
     reviews of the Company's quarterly financial statements, included in its
     quarterly reports on


                                       9

<PAGE>

     Form 10-QSB for periods ended during those years, Piercy, Bowler, Taylor &
     Kern ("PBTK"), its independent registered public accounting firm, informed
     the Company's Board of Directors in a communication dated January 19, 2006,
     (the "Auditors' Communication") that it had identified certain material
     weaknesses in the Company's internal controls over financial reporting. The
     material weaknesses relate to (i) the monitoring and segregation of
     responsibilities in the area of processing and recording transactions, and
     (ii) the reconciliation of cash accounts that were being maintained solely
     by the Chief Financial Officer of the Company without adequate procedures
     to protect against inadvertent errors and omissions, (iii) the lack of
     financial oversight by either an audit committee or the Board of Directors
     performing a similar function to reasonably assure completion of the
     appropriate SEC filings in a timely manner, and (iv) controls were not in
     place to reasonably assure that proper authorization would be given by PBTK
     prior to filing reports with the SEC. Accordingly, the Company did not file
     its annual and periodic filings for during 2003, 2004 and 2005 to remain
     compliant with SEC reporting requirements.

     Based upon the evaluation of the Company's management, including
     consideration of the Auditor's Communication received from PBTK, our Chief
     Executive Officer and Chief Financial Officer concluded that the Company's
     disclosure controls and procedures were ineffective to provide reasonable
     assurance that information required to be disclosed by us in reports that
     we file or submit under the Exchange Act, is recorded, processed,
     summarized and reported within the time periods specified in the SEC's
     rules and forms and to ensure that information required to be disclosed by
     the Company in such reports that we file under the Exchange Act is
     accumulated and maintained as appropriate, to allow timely decisions
     regarding required disclosures.

     Management is taking the remedial steps necessary to eliminate the material
     weaknesses relating to financial reporting and its disclosure controls,
     including to assure itself that the Board of Directors, as a whole,
     functions effectively as an audit committee to meet its financial oversight
     responsibilities. Other than the planned changes referred to above, there
     have been no changes made in the Company's internal controls or in other
     factors that could materially affect its internal controls subsequent to
     the end of the period covered by this report based on such evaluation.


                                       10

<PAGE>

PART II - OTHER INFORMATION

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

     (a)  Exhibits

<TABLE>
<CAPTION>
EXHIBIT
NUMBER    DESCRIPTION
-------   -----------
<S>       <C>
15.1      Report of Independent Registered Public Accounting Firm

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

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

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

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


                                       11

<PAGE>

                                   SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: March 16, 2007                   CELLCOM I CORP.


                                        By: /s/ David A. Obal
                                            -----------------------------------
                                            David A. Obal
                                            Chief Financial Officer
                                            (Duly authorized officer and
                                            Principal Financial Officer)


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