<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 For the quarterly period ended June 30, 1998

{ }      Transition Report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

Commission File Number 03-13615

                                  CELLCOM CORP.
        (Exact name of Small Business Issuer 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)

                                 (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 REGISTRANTS INVOLVED IN BANKRUPTCY
                       PROCEEDINGS FOR THE LAST 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 August 7,
1998.

Transitional Small Business Disclosure Format:

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

                                                                          PAGE #

PART I- FINANCIAL INFORMATION

Condensed Consolidated Balance Sheets as of
June 30, 1998 (Unaudited) and September 30, 1997.........                      3

Condensed Consolidated Statements of Operations for
the Three Months Ended June 30, 1998 and 1997
(Unaudited)..............................................                      4

Condensed Consolidated Statements of Operations for
the Nine Months Ended June 30, 1998 and 1997
(Unaudited)..............................................                      5

Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended June 30, 1998 and 1997 (Unaudited).....                      6

Notes to the Condensed Consolidated Financial
Statements (Unaudited)...................................                      7

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


PART II- OTHER INFORMATION


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

Signatures...............................................                     10


                                        2
<PAGE>   3
                         PART 1 - FINANCIAL INFORMATION

Item 1. Financial Statements

CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 1998 (UNAUDITED) AND SEPTEMBER 30, 1997

                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                     06/30/98          09/30/97
                                                     --------          --------
<S>                                                  <C>               <C>     
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                            $     20          $     11
Accounts receivable                                         2                 3
Prepaid expenses                                            1                 0
                                                     --------          --------
TOTAL CURRENT ASSETS                                 $     23          $     14
                                                     ========          ========
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
Accounts payable                                            2                23
Taxes payable                                              53                53
                                                     --------          --------
TOTAL CURRENT LIABILITIES                                  55                76
                                                     --------          --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
  100,000,000 shares authorized
  and 15,625,272 shares issued
  and outstanding                                          16                12
Additional paid-in capital                             11,046            10,989
Accumulated deficit                                   (11,094)          (11,063)
                                                     --------          --------
TOTAL STOCKHOLDERS' EQUITY                                (32)              (62)
                                                     --------          --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                               $     23          $     14
                                                     ========          ========
</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 JUNE 30, 1998 AND 1997 (UNAUDITED)

             (Dollar amounts in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                    Three Months Ended,
                                                          June 30,
                                             ----------------------------------
                                                 1998                  1997
                                             ------------          ------------
<S>                                          <C>                   <C>         
CONTINUING OPERATIONS
  General and administrative                 $          9          $         13
  Interest income                                      (0)                    0
                                             ------------          ------------
NET LOSS                                     $         (9)         $        (13)
                                             ============          ============
INCOME (LOSS) PER SHARE:
  NET LOSS PER SHARE (1)                     $        .00          $        .00
                                             ============          ============
WEIGHTED AVERAGE NUMBER
 OF SHARES:                                    15,625,272            11,558,605
                                             ============          ============
</TABLE>

(1) - Less than $.01 per share.

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                        4
<PAGE>   5
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)

             (Dollar amounts in thousands except per share amounts)

<TABLE>
<CAPTION>
                                                       Nine Months Ended,
                                                          June 30,
                                             ----------------------------------
                                                 1998                  1997
                                             ------------          ------------
<S>                                          <C>                   <C>         
CONTINUING OPERATIONS
  General and administrative                 $         31          $         58
  Interest income                                       0                    (2)
                                             ------------          ------------
NET LOSS                                     $        (31)         $        (56)
                                             ============          ============
INCOME (LOSS) PER SHARE:
  NET LOSS PER SHARE (1)                     $        .00          $        .00
                                             ============          ============
WEIGHTED AVERAGE NUMBER
 OF SHARES:                                    15,625,272            11,558,605
                                             ============          ============
</TABLE>

(1) - Less than $.01 per share.

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


                                        5
<PAGE>   6
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 1998 AND 1997 (UNAUDITED)

                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                             Nine Months Ended,
                                                                 June 30,
                                                            -------------------
                                                            1998           1997
                                                            ----          -----
<S>                                                         <C>           <C>   
CASH FLOWS USED FOR OPERATING ACTIVITIES:
  Net income (loss)                                         $(31)         $ (56)
  Adjustments to reconcile net income
    (loss) to net cash used for operating
    activities:
  Change in operating assets and liabilities:
    Decrease in accounts receivable                            1            (26)
    Decrease (Increase) in prepaid assets                     (1)             2
    Decrease (Increase) in accounts payable                  (21)           (17)
                                                            ----          -----
NET CASH PROVIDED BY (USED FOR)
 OPERATING ACTIVITIES                                        (52)           (97)
                                                            ----          -----
NET CASH PROVIDED BY (USED FOR)
 FINANCING ACTIVITIES                                         61              0
                                                            ----          -----
NET INCREASE (DECREASE) IN CASH
 AND CASH EQUIVALENTS                                          9            (97)
                                                            ----          -----
CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                                       11            128
                                                            ----          -----
CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                           $ 20          $  31
                                                            ====          =====
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
 INFORMATION:
  INTEREST INCOME                                           $  0          $   0
                                                            ====          =====
  INCOME TAXES PAID                                         $  0          $   0
                                                            ====          =====
</TABLE>

            SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


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<PAGE>   7
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 June 30, 1998 and for the three months and
         nine months ended June 30, 1998 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.


                                        7
<PAGE>   8
         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.

ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         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. In January 1998, a stock sale was transacted which
         provided $61,000 in cash resources and additional funding will be
         obtained as needed from the same source. For additional information on
         this transaction, please see footnote 6 in the September 30, 1997
         10-KSB.

         The Company has a net operating loss carryforward ("NOL") of
         approximately $9.6 million for both financial reporting and income tax
         purposes which will begin to expire in 1999 through 2007. 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.


                                        8
<PAGE>   9
         RESULTS OF OPERATIONS

                    THREE MONTHS ENDED JUNE 30, 1998 AND 1997

         The Company had no operating revenues for the three month period ended
         June 30, 1998 or 1997.

         The Company incurred general and administrative expenses of $9,000 and
         $13,000 during the three month period ended June 30, 1998 and 1997,
         respectively. The Company continues to incur administrative expenses
         even though it has no operations.

                    NINE MONTHS ENDED JUNE 30, 1998 AND 1997

         The Company had no operating revenues for the nine month periods ended
         June 30, 1998 or 1997.

         The Company incurred general and administrative expenses of $31,000 and
         $58,000 during the nine month period ended June 30, 1998 and 1997,
         respectively. The Company continues to incur administrative expenses
         even though it has no operations.

PART II. - OTHER INFORMATION

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

         A.       Exhibits

                  27.1 - Financial Data Schedule

         B.       Reports on Form 8-k.

                  None.


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<PAGE>   10
CELLCOM CORP. AND SUBSIDIARIES
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:    August 14, 1998
          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)

                                  Exhibit Index

Exhibit  Description

27.1     Financial Data Schedule


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