<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 JUNE 30, 2004

                                       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 June 30, 2004 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 June 30,
2004 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.


                                        2

<PAGE>

                                 Cellcom I Corp.

                         Quarterly report on Form 10-QSB
                           Quarter ended June 30, 2004

Table of contents

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

Item 1. Financial statements

        Balance sheets as of June 30, 2004 (unaudited) and
        September 30, 2003                                                     4

        Statements of operations for the three month period ended
        June 30, 2004 and June 30, 2003 (unaudited)                            5

        Statements of operations for the nine month period ended
        June 30, 2004 and June 30, 2003 (unaudited)                            6

        Statements of stockholders' equity for the nine month period
        ended June 30, 2004 (unaudited)                                        7

        Statements of cash flows for the nine month period ended
        June 30, 2004 and June 30, 2003 (unaudited)                            8

        Notes to financial statements (unaudited)                              9

Item 2. Management's discussion and analysis or plan of operation             10

Item 3. Controls and procedures                                               11

PART II - OTHER INFORMATION

Item 6. Exhibits and reports on Form 8-K                                      12

SIGNATURES                                                                    13
</TABLE>


                                        3
<PAGE>

PART I - FINANCIAL INFORMATION

Item 1. Financial statements

                                 CELLCOM I CORP.
                                 BALANCE SHEETS
                JUNE 30, 2004 (UNAUDITED) AND SEPTEMBER 30, 2003

<TABLE>
<CAPTION>
                                                   June 30,     September 30,
                                                     2004            2003
                                                 ------------   -------------
<S>                                              <C>            <C>
ASSETS
CURRENT ASSETS:
   Cash                                          $         83    $      3,485
   Accounts receivable                                 80,717          80,717
   Prepaid expenses                                        28
                                                 ------------    ------------
                                                 $     80,828    $     84,202
                                                 ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
   Accounts payable                              $     56,685    $     54,006
    Due from officer                                      397             397
                                                 ------------    ------------
                                                       57,082          54,403
                                                 ------------    ------------
STOCKHOLDERS' EQUITY
   Common stock, $.001 par value;100,000,000
      shares authorized and 15,875,270 and
      15,625,270 shares issued and outstanding         15,875          15,625
   Additional paid-in capital                      11,063,830      11,053,455
   Deficit                                        (11,055,959)    (11,039,281)
                                                 ------------    ------------
                                                       23,746          29,799
                                                 ------------    ------------
TOTAL LIABILITIES AND  STOCKHOLDERS'
   EQUITY                                        $     80,828    $     84,202
                                                 ============    ============
</TABLE>

See notes to financial statements.


                                        4

<PAGE>

                                 CELLCOM I CORP.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
                FOR THE THREE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                          Three Months Ended
                                               June 30
                                      -------------------------
                                          2004          2003
                                      -----------   -----------
<S>                                   <C>           <C>
General and administrative expenses   $     7,402   $     5,722
Interest Income                                --            35
                                      -----------   -----------
NET LOSS                              $    (7,402)  $    (5,687)
                                      ===========   ===========
NET LOSS PER SHARE - (1)              $      (.00)  $      (.00)
                                      ===========   ===========
WEIGHTED AVERAGE NUMBER OF SHARES      15,762,633    15,625,270
                                      ===========   ===========
</TABLE>

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

See notes to financial statements.


                                        5

<PAGE>

                                 CELLCOM I CORP.
                      STATEMENTS OF OPERATIONS (UNAUDITED)
                FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                          Nine Months Ended
                                               June 30
                                      -------------------------
                                          2004         2003
                                      -----------   -----------
<S>                                   <C>           <C>
General and administrative expenses   $    16,678   $    14,696
Settlement gain                                --        80,717
Interest income                                --           797
                                      -----------   -----------
NET INCOME (LOSS)                     $   (16,678)  $    66,818
                                      ===========   ===========
NET INCOME (LOSS) PER SHARE - (1)     $      (.00)  $       .00
                                      ===========   ===========
WEIGHTED AVERAGE NUMBER OF SHARES      15,670,890    15,625,270
                                      ===========   ===========
</TABLE>

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

See notes to financial statements.


                                        6

<PAGE>

                                 CELLCOM I CORP.
                 STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
                     FOR THE NINE MONTHS ENDED JUNE 30, 2004

<TABLE>
<CAPTION>
                              Common Stock        Additional
                          --------------------     paid-in
                            Shares     Dollars     capital        Deficit       Total
                          ----------   -------   -----------   ------------   --------
<S>                       <C>          <C>       <C>           <C>            <C>
Balances
   October 1, 2003        15,625,270   $15,625   $11,053,455   $(11,039,281)  $ 29,799
Contributed capital in
   the form of officer's
   services                       --        --         5,625             --      5,625
Sale of common stock         250,000       250         4,750             --      5,000
Net loss                          --        --            --        (16,678)   (16,678)
                          ----------   -------   -----------   ------------   --------
Balances
   June 30, 2004          15,875,270   $15,875   $11,063,830   $(11,055,959)  $ 23,746
                          ==========   =======   ===========   ============   ========
</TABLE>

See notes to financial statements.


                                        7

<PAGE>

                                 CELLCOM I CORP.
                      STATEMENTS OF CASH FLOWS (UNAUDITED)
                FOR THE NINE MONTHS ENDED JUNE 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                              2004       2003
                                                            --------   --------
<S>                                                         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                        $(16,678)  $ 66,818
   Adjustments to reconcile net income (loss) to net cash
      used in operating activities:
      Contributed capital in the form of
         officer's services                                    8,125      5,625
      Changes in operating assets and liabilities:
      Increase in settlement receivable                                 (80,717)
      (Increase) decrease in prepaid expenses                    (28)       497
      Increase (decrease) in accounts payable                  2,679     (3,350)
                                                            --------   --------
NET CASH USED IN OPERATING ACTIVITIES                         (5,902)   (11,127)

CASH FLOWS FROM INVESTING ACTIVITIES
   Loan repayments from officer                                   --     16,800

CASH FLOWS FROM FINANCING ACTIVITIES
   Cash sale of common stock                                   2,500         --
                                                            --------   --------
NET CHANGE IN CASH                                            (3,402)     5,673
CASH AT BEGINNING OF THE PERIOD                                3,485        253
                                                            --------   --------
CASH AT END OF PERIOD                                       $     83   $  5,926
                                                            ========   ========
Non cash investing activities:
Sale of common stock                                        $  2,500
                                                            ========
</TABLE>

See notes to financial statements.


                                        8
<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, 2003, 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 and nine months ended June
     30, 2004, are not necessarily indicative of the results to be expected for
     the full year.

2.   RELATED PARTY TRANSACTIONS

     Loan receivable - officer at September 30, 2002 consisted of a loan to the
     Company's president for $16,800. The loan bore interest at 10% per annum
     and the principal was due in full on June 30, 2003. The loan receivable was
     paid in full on April 18, 2003.

     During April 2004, the Board of Directors authorized the issuance of
     additional shares of common stock to be sold to qualified investors in
     order to obtain cash required to meet anticipated operating expenses for
     the current fiscal year. On May 10, 2004, the Company sold 250,000 shares
     of common stock to its President for $2,500. The sale price was $.01 per
     share, which was 50% of fair market value. The difference was recorded as
     both compensation and a capital contribution.

3.   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, which was accrued as of December 31, 2002, since the event
     that caused the dispute occurred, and the


                                        9

<PAGE>

     settlement took place, prior to the preparation of the Company's financial
     statements as of and for the period ended.

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 cashflow, 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.

     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.

     As of June 30, 2004, the Company does not have sufficient assets to pay its
     current and anticipated operating expenses for the current fiscal year
     ending September 30, 2004. The Company's primary capital resource at June
     30, 2004 is $83 in the bank which is part of a settlement it received in
     connection with a lawsuit. (See Note 3 of Notes to Financial Statements.).
     The Company has been utilizing these funds to provide general working
     capital and to handle the administrative reporting requirements of a public
     company.

     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.

     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,


                                       10

<PAGE>

     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, 2002.

     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 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


                                       11

<PAGE>

     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.

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>

     (b)  Reports on Form 8-K.

     None.


                                       12

<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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