<PAGE>
U.S.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 March 31, 2002

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) 568-0781
(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 April 5,
2002.

Transitional Small Business Disclosure Format:

                               X     Yes                       No

<PAGE>

CELLCOM CORP.
FORM 10-QSB INDEX

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

Condensed Balance Sheets as of March 31, 2002
(Unaudited) and September 30, 2001                              3

Condensed Statements of Operations for the Three Months

Ended March 31, 2002 and 2001 (Unaudited)                       4

Condensed Statements of Operations for the Six Months

Ended March 31, 2002 and 2001 (Unaudited)                       5

Condensed Statements of Cash Flows for the Six Months
Ended March 31, 2002 and 2001 (Unaudited)                       6

Notes to the Condensed Financial Statements (Unaudited)         7

Management's Discussion and Analysis                            7


PART II- OTHER INFORMATION

Exhibits and Reports on Form 8-K                                9

Signatures                                                     10

</TABLE>

                                       2
<PAGE>


                         PART 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements

CELLCOM CORP.
CONDENSED BALANCE SHEETS
MARCH 31, 2002 (UNAUDITED) AND SEPTEMBER 30, 2001



                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                              03/31/02         09/30/01
                                              --------         --------
<S>                                          <C>              <C>
ASSETS

CURRENT ASSETS:
Cash and cash equivalents                    $      0         $      0
Other Current Assets                                1                1
Notes Receivable - Shareholders                    23               33
                                             --------         --------

TOTAL CURRENT ASSETS                         $     24         $     34
                                             ========         ========

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES:
Accounts payable                                   89               82
                                             --------         --------

TOTAL CURRENT LIABILITIES                          89               82
                                             --------         --------

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' DEFICIT:
Common stock, $.001 par value;
  100,000,000 shares authorized
  and 15,625,272 shares issued
  and outstanding                                  16               16
Additional paid-in capital                     11,046           11,046
Accumulated deficit                           (11,126)         (11,110)
                                             --------         --------

TOTAL STOCKHOLDERS' DEFICIT                       (65)             (48)
                                             --------         --------

TOTAL LIABILITIES AND STOCKHOLDERS'
DEFICIT                                      $     24         $     34
                                             --------         --------

</TABLE>


                 SEE NOTES TO THE CONDENSED FINANCIAL STATEMENTS


                                       3
<PAGE>

CELLCOM CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)


             (Dollar amounts in thousands except per share amounts)

<TABLE>
<CAPTION>
                                            Three Months Ended,
                                                 March 31,
                                    ------------------------------------
                                         2002                 2001

<S>                                 <C>                     <C>
CONTINUING OPERATIONS
  General and administrative        $         10            $          9
  Interest Income                              1                       1
                                    ------------            ------------

NET INCOME (LOSS)                   $         (9)           $         (8)

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

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


                                       4
<PAGE>

CELLCOM CORP.
CONDENSED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)


             (Dollar amounts in thousands except per share amounts)

<TABLE>
<CAPTION>
                                             Six Months Ended,
                                                 March 31,
                                    ------------------------------------
                                         2002                   2001
                                    ------------------------------------
CONTINUING OPERATIONS
<S>                                 <C>                     <C>
  General and administrative        $         19            $         17
  Interest income                              2                       2
                                    ------------            ------------

NET INCOME (LOSS))                  $        (17)           $        (15)
                                    ------------            ------------


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

                                       5
<PAGE>

CELLCOM CORP.
CONDENSED STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED MARCH 31, 2002 AND 2001 (UNAUDITED)


                          (Dollar amounts in thousands)
<TABLE>
<CAPTION>
                                                  Six Months Ended,
                                                       March 31,
                                                  -----------------
                                                  2002         2001
                                                  ----         ----

CASH FLOWS USED FOR OPERATING ACTIVITIES:

<S>                                               <C>          <C>
  Net income (loss)                               $(17)        $(15)
  Adjustments to reconcile net loss to
    net cash used for operating activities
  Change in operating assets
    and liabilities:
    Decrease (increase) in current assets            0           (2)
    Increase in accounts payable                     7            3
                                                  ----         ----

NET CASH PROVIDED BY (USED FOR)
 OPERATING ACTIVITIES                              (10)         (14)
                                                  ----         ----

CASH FLOWS FROM INVESTING ACTIVITIES:
  Loans to Related Parties                           0            0
  Loan Repayments from Related Parties              10           13
                                                  ----         ----

NET CASH PROVIDED BY (USED IN)
 INVESTING ACTIVITIES                               10           13
                                                  ----         ----

NET CHANGE IN CASH                                   0           (1)
                                                  ----         ----

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

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

</TABLE>
                   SEE NOTES TO CONDENSED FINANCIAL STATEMENTS


                                       6
<PAGE>

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 March 31, 2002 and for the three months
          and six months ended March 31, 2002 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.

3.        RELATED PARTY TRANSACTIONS

          Notes Receivable - Shareholders at March 31, 2002 consisted of a loan
          to the Company's president for $22,871. The loan bears interest at 10%
          per annum and the principal is due in full on June 30, 2002.

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

          OVERVIEW

          The Company has had no operations since it came out of Bankruptcy in
          October 1993. Please see the accompanying footnote to the consolidated
          financial statements.

          LIQUIDITY AND CAPITAL RESOURCES

          As of March 31, 2001, the Company does not have sufficient assets to
          pay its current and anticipated operating expenses

                                       7
<PAGE>
          for the current fiscal year ending September 30, 2002.


          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 MARCH 31, 2002 AND 2001

          The Company had no operating revenues for the three month period ended
          March 31, 2002 or 2001.

          The Company incurred general and administrative expenses of $10,000
          and $9,000 during the three month period ended March 31, 2002 and
          2001, respectively. The Company continues to incur administrative
          expenses even though it has no operations. The Company also recorded
          $1,000 and $1,000 for interest income on the loan to its president
          during the three month period ending March 31, 2002 and 2001,
          respectively.

                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001

          The Company had no operating revenues for the six month periods ended
          March 31, 2002 or 2001.

          The Company incurred general and administrative expenses of $19,000
          and $17,000 during the six month period ended March 31, 2002 and 2001,
          respectively. The Company continues to incur administrative expenses
          even though it has no operations. The Company also recorded $2,000 and
          $2,000 for interest income on the loan to its president during the six
          months ended March 31, 2002 and 2001.

                                       8
<PAGE>

PART II. - OTHER INFORMATION

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

           None.




                                       9
<PAGE>

CELLCOM CORP.
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:      May 14, 2002
            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