<PAGE>   1
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

[X] Quarterly Report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934
[ ] Transition Report pursuant to Section 13 or 15(d) of the
    Securities Exchange Act of 1934

     For the quarter ended                      Commission File Number
       December 31, 1995                               0-13615             
    
                                  CELLCOM CORP.
             (Exact name of Registrant as specified in its charter)

           Delaware                                  06-1106964          
   (State of Incorporation)                    (IRS Employer ID Number)
   
                520 South Fourth Street, Las Vegas, Nevada 89101
          (Address of principal executive offices, including zip code)

                                 (702) 896-8898
              (Registrant's telephone number, including area code)


Indicate by check mark whether Registrant (1) has filed all reports to be filed
by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the
preceding 12 months (or for such 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 REGISTRANTS INVOLVED IN BANKRUPTCY
                       PROCEEDINGS FOR THE LAST FIVE YEARS

Indicate by check mark whether registrant has filed all documentation and
reports required to be filed by Section 12, 13 or 15(d) of the Securities and
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court.

                                  X  Yes     No
                                 ---     ---

The registrant had 11,558,605 shares of Common Stock outstanding as of January
31, 1996.
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CELLCOM CORP. AND SUBSIDIARIES
FORM 10-QSB INDEX
================================================================================

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

Condensed Consolidated Balance Sheets as of
December 31, 1995 (Unaudited) and September 30, 1995.......          3

Condensed Consolidated Statements of Operations for
the Three Months Ended December 31, 1995 and 1994
(Unaudited)................................................          4

Condensed Consolidated Statements of Cash Flows for the
Three Months Ended December 31, 1995 and 1994 (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>


                                       2
<PAGE>   3
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 1995 (UNAUDITED) AND SEPTEMBER 30, 1995
================================================================================

                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                       12/31/95        09/30/95 
                                                       --------        --------
<S>                                                    <C>             <C>     
ASSETS                              

CURRENT ASSETS:
Cash and cash equivalents                              $    196        $    225
Accounts receivable                                           0               1
Prepaid expenses                                              2               3
                                                       --------        --------
TOTAL CURRENT ASSETS                                   $    198        $    229
                                                       ========        ========

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                             11              19
Taxes payable                                                53              53
                                                       --------        --------
TOTAL CURRENT LIABILITIES                                    64              72
                                                       --------        --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
  100,000,000 shares authorized
  and 11,558,605 shares issued
  and outstanding                                            12              12
Additional paid-in capital                               10,989          10,989
Accumulated deficit                                     (10,867)        (10,844)
                                                       --------        --------
TOTAL STOCKHOLDERS' EQUITY                                  134             157
                                                       --------        --------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                 $    198        $    229
                                                       ========        ========
</TABLE>

          SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                        3
<PAGE>   4
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (UNAUDITED)
================================================================================

             (Dollar amounts in thousands except per share amounts)

<TABLE>
<CAPTION>
                                               Three Months Ended
                                                   December 31,       
                                         -------------------------------
                                             1995                1994   
                                         -----------         -----------
<S>                                      <C>                 <C>        
CONTINUING OPERATIONS
  General and administrative             $        27         $        26
  Reorganization  - professional fees              0                   6
  Interest income                                 (2)                 (6)
  Miscellaneous Income                             0                 (14)
                                         -----------         -----------
                                                           
NET LOSS                                 $       (25)        $       (12)
                                         ===========         =========== 
                                                           
                                                           
INCOME (LOSS) PER SHARE:                                   
  FROM CONTINUING OPERATIONS                               
  BEFORE EXTRAORDINARY ITEM              $       .00(1)      $       .00(1)
                                                           
  EXTRAORDINARY ITEM                             .00                 .00
                                         -----------         -----------
                                                           
  NET INCOME (LOSS) PER SHARE            $       .00(1)      $       .00(1)
                                         ===========         =========== 
                                                           
WEIGHTED AVERAGE NUMBER                                    
 OF SHARES:                               11,558,605          11,558,605
                                         ===========         =========== 
</TABLE>
                                                        
(1) - Less than $.01 per share.

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                        4
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CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 1995 AND 1994 (UNAUDITED)
================================================================================

                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                             Three Months Ended
                                                                 December 31,       
                                                             -------------------
                                                               1995        1994   
                                                              -----       ----- 
<S>                                                           <C>         <C>   
CASH FLOWS USED FOR OPERATING ACTIVITIES:

  Net income (loss)                                           $ (25)      $ (12)
  Adjustments to reconcile net income
    (loss) to net cash used for operating
    activities:
  Change in operating assets and liabilities:
    Decrease in accounts receivable                               1          45
    Decrease in prepaid assets                                    1           1
    Decrease in accounts payable                                 (6)        (14)
    Decrease in accrued expenses                                  0           0
    Decrease in taxes payable                                     0           0
                                                              -----       ----- 
NET CASH PROVIDED BY (USED FOR)
 OPERATING ACTIVITIES                                           (29)        (20)
                                                              -----       ----- 
NET DECREASE IN CASH AND
 CASH EQUIVALENTS                                               (29)        (20)

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                                         225         129
                                                              -----       ----- 
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                             $ 196       $ 149
                                                              =====       =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:

  INTEREST INCOME                                             $   2       $   6
                                                              =====       =====
  INCOME TAXES PAID                                           $   0       $   0
                                                              =====       =====
</TABLE>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                                        5
<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, 1995 and for the three months
         ended December 31, 1995 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 and for
         the Company to 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 collections have been distributed among the unsecured creditors
         and the Company with the Company remaining responsible for the
         collection expenses.

         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

                                        6
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         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.

                                        7
<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

         The Company has sufficient cash to pay its current and anticipated
         operating expenses. The Company has a net operating loss carryforward
         ("NOL") of approximately $9 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, 1995 AND 1994

         The Company had no operating revenues for the three month period ended
         December 31, 1995 or 1994. The Company realized miscellaneous income of
         $0 and $14,000 during the three months ended December 31, 1995 and
         1994, respectively, resulting from the receipt of refunds from taxing
         authorities.

         The Company incurred general and administrative expenses of $27,000 and
         $26,000 during the three month period ended December 31, 1995 and 1994,
         respectively. The Company continues to incur administrative expenses
         even though it has no operations.

                                        8
<PAGE>   9
PART II. - OTHER INFORMATION

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

            None.

                                        9
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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.

Dated:   February 14, 1996
         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)

                                       10
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                                EXHIBIT INDEX


               Exhibit No.      Description
               -----------      -----------

                   27           Financial Data Schedule.