<PAGE>   1
                    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, 2000

[ ]     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)


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

The Issuer had 15,625,272 shares of Common Stock outstanding as of
February 23, 2001.

Transitional Small Business Disclosure Format:

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













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CELLCOM CORP.
FORM 10-QSB INDEX
================================================================================
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<CAPTION>


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

Condensed Balance Sheets as of December 31, 2000
(Unaudited) and September 30, 2000.........................                     3

Condensed Statements of Operations for the Three Months
Ended December 31, 2000 and 1999 (Unaudited)...............                     4

Condensed Statements of Cash Flows for the Three Months
Ended December 31, 2000 and 1999 (Unaudited)...............                     5

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

Management's Discussion and Analysis ......................                     7


PART II- OTHER INFORMATION


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

Signatures.................................................                     9

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CELLCOM CORP.
CONDENSED BALANCE SHEETS
DECEMBER 31, 2000 (UNAUDITED) AND SEPTEMBER 30, 2000
================================================================================
<TABLE>
<CAPTION>

                                 (Dollar amounts in thousands)

                                                               12/31/00          09/30/00
                                                        -----------------     ---------------
ASSETS
--------------------------------------------
<S>                                                     <C>                   <C>
CURRENT ASSETS:
Cash and cash equivalents                                      $      0          $      1
Other current assets                                                  1                 0
Notes Receivable - Shareholders                                      50                51
                                                              ----------        ----------

TOTAL CURRENT ASSETS                                           $     51          $     52
                                                              ==========        ==========

LIABILITIES AND STOCKHOLDERS' EQUITY
--------------------------------------------
CURRENT LIABILITIES:
Accounts payable                                                     66                59
Taxes payable                                                         0                 0
                                                              ----------        ----------

TOTAL CURRENT LIABILITIES                                            66                59
                                                              ----------        ----------

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                                             (11,076)          (11,068)
                                                              ----------        ----------

TOTAL STOCKHOLDERS' EQUITY                                          (15)               (7)
                                                              ----------        ----------

TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY                                                         $     51          $     52
                                                              ==========        ==========

</TABLE>








                 SEE NOTES TO THE CONDENSED FINANCIAL STATEMENTS


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<PAGE>   4






CELLCOM CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------

                    (Dollar amounts in thousands except per share amounts)

<TABLE>
<CAPTION>

                                                                    Three Months Ended,
                                                                        December 31,
                                                            --------------------------------
                                                                 2000              1999
                                                             -----------       -----------
<S>                                                        <C>                <C>
CONTINUING OPERATIONS
  General and administrative                                 $        8        $       11
  Gain on Sale of Securities                                          0                79
                                                             ===========       ===========

NET INCOME <LOSS>                                            $       (8)       $       68
                                                             ===========       ===========

INCOME <LOSS> PER SHARE:

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

WEIGHTED AVERAGE NUMBER
 OF SHARES:                                                  15,625,272        15,625,272
                                                             ===========       ===========

</TABLE>

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




















                   SEE NOTES TO CONDENSED FINANCIAL STATEMENTS








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<PAGE>   5

CELLCOM CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS ENDED DECEMBER 31, 2000 AND 1999 (UNAUDITED)
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>

                                 (Dollar amounts in thousands)


                                                                    Three Months Ended,
                                                                         December 31,
                                                             ------------------------------
                                                                 2000              1999
                                                             -----------       -----------
<S>                                                       <C>                  <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:

  Net income (loss)                                          $       (8)       $       68
  Adjustments to reconcile net income
    (loss) to net cash used for operating
    activities:
  Change in operating assets and liabilities:
    Decrease (Increase) in accounts receivable                       (1)                1
    Increase (Decrease) in accounts payable                           7                (7)
                                                             -----------       -----------
NET CASH PROVIDED BY (USED FOR)
 OPERATING ACTIVITIES                                                (2)               62
                                                             -----------       -----------

CASH FLOWS USED FOR INVESTING ACTIVITIES:
     Loans to Shareholders                                            1               (50)
                                                             -----------       -----------

NET CASH USED IN INVESTING ACTIVITIES:                                1               (50)
                                                             -----------       -----------

NET CHANGE IS CASH                                                    1                12
                                                             -----------       -----------

CASH AND CASH EQUIVALENTS
 AT BEGINNING OF PERIOD                                               1                 0
                                                             -----------       -----------

CASH AND CASH EQUIVALENTS
 AT END OF PERIOD                                             $       0         $      12
                                                             ===========       ===========

</TABLE>










                   SEE NOTES TO CONDENSED FINANCIAL STATEMENTS
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CELLCOM CORP.
NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)
--------------------------------------------------------------------------------


1.      BASIS OF PRESENTATION

        The accompanying financial statements of Cellcom Corp. 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, 2000 and for the three months
        ended December 31, 2000 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 in the United
        States Bankruptcy Court of the Southern District of New York. As of
        September 30, 1995 all administrative, secured and priority claims were
        settled. Additional information on the Bankruptcy may be obtained in the
        September 30, 1999 Annual Report on Form 10-KSB.


4.      RELATED PARTY TRANSACTIONS

        Notes Receivable - Shareholders at December 31, 2000 consisted of a loan
        to the Company's president for $50,000. The loan bears interest at 10%
        per annum and the principal is due in full on June 30, 2001. As of
        February 23, 2001 the loan receivable has been paid in full.





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<PAGE>   7










CELLCOM CORP.
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, 2000, the Company does not have sufficient assets to
        pay its current and anticipated operating expenses for the current
        fiscal year ending September 30, 2001.

        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, 2000 AND 1999

        The Company had no operating revenues for the three month period ended
        December 31, 2000 or 1999. The Company incurred general and
        administrative expenses of $8,000 and $11,000 during the three month
        period ended December 31, 2000 and 1999, respectively. The Company
        continues to incur administrative expenses even though it has no
        operations.











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PART II. - OTHER INFORMATION


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

            None.


















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CELLCOM CORP.
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.

<TABLE>
<S>            <C>                           <C>

Dated:         February 23, 2001
               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)


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