<PAGE>
U.S.SECURITIES AND EXCHANGE COMMISSION
Washington D.C.  20549

FORM 10-KSB

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

For the fiscal year ended:                              Commission File Number:
September 30, 2001                                      0-13615


CELLCOM CORP.

(Name of Small Business Issuer as specified in Its charter)

Delaware                                  06-1106964
(State or other jurisdiction of           (IRS Employer Identification Number)
incorporation or organization)

520 South Fourth Street, Las Vegas, Nevada 89101
(Address of principal executive offices, including zip code)

(702) 568-0781
(Issuer's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, $.001 par value
(Title of class)

Check whether the Issuer (1) filed all reports required to be filed by the
Section 13 or 15(d) of the Securities Exchange Act during the past 12 months (or
such shorter period that the registrant was required to file such reports), and
(2) has been subject to the filing requirements for the past 90 days.
                                   X      Yes            No
                                 -----             -----
Check if there is no disclosure of delinquent filers in response to Item 405 of
Regulation S-B is not contained in this form, and no disclosure will be
contained, to the best of Registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-KSB
or any amendment to this Form 10-KSB.
                                       X
                                     -----
Issuer's revenues for the most recent fiscal year are $0.

The aggregate market value of the Registrant's Common Stock held by
non-affiliates of the Registrant as of February 5, 2002 was $156,253. On such
date, the closing price of the Company's Common Stock was $.01.

The registrant had 15,625,272 shares of Common Stock outstanding as of February
5, 2002.

Transitional small business disclosure format.
                                          Yes      X   No
                                   -----         -----

<PAGE>
                                      PART I.

ITEM 1.     BUSINESS

      (a)   GENERAL DEVELOPMENT OF BUSINESS

      Cellcom Corp., which was incorporated in the State of Delaware on October
26, 1983 (hereinafter the "Registrant" or the "Company"), was engaged in the
purchase and resale of cellular telephone service through July 28, 1992 at which
time the Company sold substantially all of its assets as described below.

      Prior to 1992, the Company experienced declining working capital, net
operating losses, negative cash flow and an 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 enter
into the sale described below and contemporaneously seek protection from its
creditors under the United States Bankruptcy Code.

      On April 16, 1992, the Company and its subsidiaries filed voluntary
petitions for relief under Chapter 11 of the United States Bankruptcy Code. 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.

      (b)   FINANCIAL INFORMATION ABOUT INDUSTRY SEGMENTS

      Since July 28, 1992, the Company has not been engaged in any industry
segments. The Company currently has no operations.

      (c)   NARRATIVE DESCRIPTION OF BUSINESS

            OPERATIONS

      The Company currently has no operations. It is principally engaged in
managing its assets (principally cash) and administering its liabilities. The
Company has been, and is, in the process of evaluating potential business
opportunities which could be attained by merger or acquisition. 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.

            EMPLOYEES

      The Company currently has no employees.

      (d)   FINANCIAL INFORMATION ABOUT FOREIGN AND DOMESTIC OPERATIONS AND
            EXPORT SALES

      The Company does not have any foreign operations or sales.

ITEM 2.     PROPERTIES

      None.

ITEM 3.     LEGAL PROCEEDINGS

      None.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      No matters were submitted to a vote of security holders during the fourth
quarter of fiscal year 2001.
                                       2
<PAGE>

                                    PART II.

ITEM 5.     MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER MATTERS

      (a) The Company's common stock is traded in the over-the-counter market.
The following table sets forth the high and low bid prices for the Company's
common stock for the periods indicated, as reported by brokers and dealers
making a market in the common stock:

<TABLE>
<CAPTION>
                          Fiscal 2001                 Fiscal 2000
                          -----------                 -----------
      Quarter        High           Low           High            Low
      -------        ----           ----          ----            ---
<S>                 <C>             <C>           <C>             <C>
       First        $.014           $.013           $.08            $.005
       Second       $.019           $.01            $.085           $.02
       Third        $.01            $.01            $.025           $.015
       Fourth       $.021           $.014           $.055           $.015
</TABLE>

       The aforesaid quotations do not represent actual transactions and do not
include retail mark-ups, mark-downs or commissions.

       (b) As of February 5, 2002 there were 768 holders of record of the
Company's common stock.

      (c) The Company has not paid any dividends on its common stock since its
inception.

ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF CONTINUING OPERATIONS

LIQUIDITY , CAPITAL RESOURCES AND RESULTS FROM CONTINUING OPERATIONS

       The Company does not have sufficient cash to pay its current and
anticipated operating expenses for the following fiscal year. During the fiscal
year ended September 30, 2001, the company incurred administrative expenses of
$45,000. In December 1999, the Company sold its minority interest in a cellular
phone company for $79,300. The minority interest had been deemed worthless and
written off in a prior year.

       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 subject to limitations on use as described below. 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.

       The tax loss carryforward expires during the years 2001 through 2006. The
Internal Revenue Code of 1986 as amended (the "Code"), imposes substantial
limitations under certain circumstances on the use of tax loss carryforwards
upon the occurrence of an "ownership change" (as defined in Section 382 of the
Code). An "ownership change" can result from issuance of equity securities by
the Company, purchases of the Company's securities in the secondary market or a
combination of the foregoing.

ITEM 7.     FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The financial information required by Item 8 is included elsewhere in this
report (see Part IV, Item 13).

ITEM 8.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND ACCOUNTING AND
            FINANCIAL DISCLOSURE
       None.

                                      3
<PAGE>

                                     PART III

ITEM 9.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

       Set forth below are the names of the directors and executive officers of
the Company along with certain information relating to business experience of
each of the listed directors and officers.


<TABLE>
<CAPTION>
      Name                    Age          Position With Company
      ----                    ---          ---------------------
<S>                           <C>          <C>
      Jay H. Brown            60           Chairman, Chief Executive Officer
                                            and President

      William S. Taylor       40                Executive Vice President,
                                            Secretary and Director

      David A. Obal           37           Chief Financial Officer
                                            and Director
</TABLE>

      Directors are elected until the next annual meeting of stockholders or
until their successors are duly elected and qualified. Officers serve at the
discretion of the Board of Directors. The Board of Directors does not have
Audit, Compensation or Nomination committees.

      Jay H. Brown has been Chairman, Chief Executive Officer and President
since the Company's formation in October 1983, and devoted substantially all of
his time to the Company's business affairs from February 1, 1989 through July
31, 1992. Since August 1992, he has worked as a management consultant for
Nationwide Cellular Service, Inc., and has practiced law in Las Vegas, Nevada.

      William S. Taylor has been a Director of the Company since June 1989. He
also serves as Executive Vice President and Secretary. Mr. Taylor was employed
by the Company from 1984 through May 31, 1992 in various sales and marketing
capacities. Since June 1992, Mr. Taylor has operated as a communications and
office product wholesaler in New Jersey. He is a member of the Radio Club of
America.

      David A. Obal has been a Director and Chief Financial Officer of the
Company since February 8, 1994. From October 1993 through February 1994, he was
employed by the Company as Finance Manager. From October 1992 through September
1993, he was retained by the Company as a consultant. Between July 1988 and
October 1992, he held various finance positions with the Company.

      Section 16(a) of the Securities and Exchange Act of 1934 requires the
Company's Officers, Directors and persons who own more than ten percent of a
registered class of the Company's equity securities, to file reports of
ownership and changes in ownership with the Securities and Exchange Commission.
Officers, Directors and ten percent shareholders are required by regulation to
furnish the Company with copies of all Section 16(a) forms they file. Based
solely on the Company's copies of such forms received or written representations
from certain reporting persons that no Form 5's were required for those persons,
the requirements applicable to its officers, directors and greater than ten
percent beneficial owners were complied with.

ITEM 10. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

      The following table summarizes the aggregate compensation paid by the
Company to the Chief Executive Officer. No executive officer of the Company
received total compensation in excess of $100,000 during the last three years:

<TABLE>
                                         Annual Compensation
Name and                                 -------------------
Principal Position            Year      Salary$     Bonus$
------------------            ----      -------     ------
<S>                           <C>       <C>         <C>
Jay H. Brown                  2001        0           0
 Chairman, Chief              2000        0           0
 Executive Officer            1999        0           0
 and President
</TABLE>

                                       4
<PAGE>

The Company does not have any long-term incentive compensation plans.

ITEM 11.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

      The following table sets forth certain information as of the date of this
report, with respect to the beneficial ownership (as defined in Rule 13d-3 under
the Securities and Exchange Act of 1934) of shares of common stock, the
Company's sole voting securities, by each person known to the Company to be the
beneficial owner of 5% or more of the Company's Common Stock, by each director
and by all officers and directors as a group.

<TABLE>
<CAPTION>

Title of     Name and Address         Nature of                                   % of
Class        of Beneficial Owner      Ownership                # of Shares      Class(1)
-----        -------------------      ---------                -----------      --------
<S>        <C>                        <C>                      <C>              <C>
Common     Jay H. Brown               Record and               3,931,774         25.2%
Stock      520 South Fourth St.       Beneficial
           Las Vegas, NV 89101

Common     William S. Taylor          Record and                 933,331          6.0%
Stock      50 Springbrook Rd.         Beneficial
           Livingston, NJ  07039

Common     Joseph W. Namath           Record and               1,333,332 (3)      8.5%
Stock      and James Walsh            Beneficial
           300 East 51st Street
           New York, NY 10022

Common     SBK Investment             Record and                866,667           5.5%
Stock      Partners                   Beneficial
           605 Third Avenue
           New York, NY  10158

Common     Tassinari Family           Record and               1,000,000          6.4%
Stock      Trust                      Beneficial
           Post Office Box 81890
           Las Vegas, NV  89180

Common     All Officers and           Record and               4,865,105         31.1%
Stock      Directors as a             Beneficial
           Group (consisting
           of 2 persons)
</TABLE>


(1)   All percentages are based on a total of 15,625,272 shares outstanding as
      of February 5, 2002.

(2)   Represents less than 1%.

(3)   Includes 666,666 shares of Common Stock owned of record by Joseph W.
      Namath and 666,666 shares of Common Stock owned of record by James Walsh.
      The Company has been advised by Messrs. Namath and Walsh that for the
      purposes of Section 16(a) of the Securities Exchange Act of 1934, each
      beneficially owns the shares owned of record by the other.

ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      As of September 30, 2001 the Company loaned Jay H. Brown, President of the
      Company, $32,655. The balance is due in full on June 30, 2002. As of
      February 28, 2002, the loan receivable had a balance of $23,174, including
      accrued interest, which accrues at 10%.

                                       5
<PAGE>

                                     PART IV.

ITEM 13.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

      (a)  1. The financial statements and schedules listed in the accompanying
           index to financial statements are filed as a part of this Form 10-K
           report.

           2. Exhibits.

           2.1 Certificate of Incorporation of the Company (incorporated herein
           by reference to the Company's Registration Statement on Form S-18,
           File No. 2-88633-NY, effective March 16, 1984).

           2.2 Amendments to the Certificate of Incorporation of the Company
           (incorporated by reference to the Company's annual report on Form
           10-K for the fiscal year ended September 30, 1990).

           2.3 By-Laws of the Company (incorporated herein by reference to the
           Company's Registration Statement on Form S-18, File No. 2-88633-NY,
           effective March 16, 1984).

           10.1 The Company's 1985 Incentive Stock Option Plan, as amended
           (incorporated by reference to the Company's Registration Statement on
           Form S-8, File No. 33-30985, which became effective on September 29,
           1989).

           10.2 The Promissory Note from Jay H. Brown, President of the Company,
           dated December 31, 2001.

           23.1 Consent of Independent Public Accountants.

      (b)  Reports on Form 8-K

           None

                                       6
<PAGE>
                                   CELLCOM CORP.
                           INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>

                                                                      Page
                                                                      ----
<S>                                                                   <C>
Independent Auditors' Report .....................................      8

Financial Statements:

  Balance Sheet as of September 30, 2001 and September 30, 2000 ..      9

  Statements of Operations for the Years Ended September 30, 2001
    and September 30, 2000 .......................................     10

  Statements of Changes in Stockholders' Deficit for the years
    ended September 30, 2001 and September 30, 2000 ..............     11

  Statements of Cash Flows for the Years Ended September 30, 2001
    and September 30, 2000 .......................................     12

  Notes to the Financial Statements ..............................     13

</TABLE>


                                       7
<PAGE>

                           INDEPENDENT AUDITORS' REPORT

To the Board of Directors and Stockholders
Cellcom Corp.
Las Vegas, Nevada

We have audited the accompanying balance sheets of Cellcom Corp. (a Delaware
corporation) as of September 30, 2001 and 2000, and the related statements of
operations, changes in stockholders' deficit and cash flows for the years then
ended. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We have conducted our audits in accordance with auditing standards generally
accepted in the United States of America. Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provides a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cellcom Corp. as of September
30, 2001 and 2000, and the results of their operations and their cash flows for
the years ended September 30, 2001 and 2000, in conformity with generally
accepted accounting principles.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 5 to the
financial statements, the Company has suffered recurring losses from operations
and has a net capital deficiency that raises substantial doubt about its ability
to continue as a going concern. Management's plans in regard to these matters
are also described in Note 5. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ BRADSHAW SMITH & CO., LLP

Las Vegas, Nevada
November 15, 2001
(Except for Note 4, as to which
date is February 28, 2002)

                                       8
<PAGE>

CELLCOM CORP.
BALANCE SHEETS
SEPTEMBER 30, 2001 AND 2000
================================================================================

            (Dollar amounts in thousands except for per share amounts)

<TABLE>
<CAPTION>
ASSETS                                             2001               2000
-------------------------------------              ----               ----
<S>                                             <C>                <C>
CURRENT ASSETS:
   Cash and cash equivalents                    $          --      $           1
   Accounts receivable                                      1                  1
   Loan receivable, related party                          33                 50
                                                -------------      -------------

TOTAL ASSETS                                               34                 52
                                                =============      =============

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                        82                 59
                                                -------------      -------------

TOTAL CURRENT LIABILITIES                                  82                 59
                                                -------------      -------------

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                                 (11,110)           (11,069)
                                                -------------      -------------
TOTAL STOCKHOLDERS' DEFICIT                               (48)                (7)
                                                -------------      -------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT     $          34      $          52
                                                =============      =============
</TABLE>
                       SEE NOTES TO THE FINANCIAL STATEMENTS

                                       9
<PAGE>
CELLCOM CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
================================================================================
            (Dollar amounts in thousands except for per share amounts)


<TABLE>
<CAPTION>
                                               2001              2000
                                          ------------      ------------
<S>                                       <C>               <C>
OPERATING EXPENSES:
  General and administrative expenses     $         45      $         46
                                          ------------      ------------


NET OPERATING LOSS                        $        (45)     $        (46)

OTHER INCOME
     Gain on Sale of Securities                     --                79
     Interest Income                                 4                 4
                                          ------------      ------------

NET INCOME (LOSS)                         $        (41)     $         37
                                          ============      ============

INCOME (LOSS) PER SHARE                   $      (.003)     $       .002
                                          ============      ============


WEIGHTED AVERAGE NUMBER OF SHARES           15,625,272        15,625,272
                                          ============      ============
</TABLE>




                       SEE NOTES TO THE FINANCIAL STATEMENTS


                                       10
<PAGE>


CELLCOM CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
================================================================================
                (Dollar amounts and number of shares in thousands)

<TABLE>
<CAPTION>
                                       COMMON STOCK       ADDI-
                             --------------------------   TIONAL
                              OUTSTANDING                 PAID-IN    ACCUMULATED
                                SHARES        AMOUNT       CAPITAL      DEFICIT        TOTAL
                                --------     --------     --------     --------      --------
<S>                           <C>            <C>          <C>          <C>           <C>
BALANCE, SEPTEMBER 30, 1999       15,625     $     16     $ 11,046     $(11,106)     $     44

Net Income                            --           --           --           37            37
                                --------     --------     --------     --------      --------

BALANCE, SEPTEMBER 30, 2000       15,625           16       11,046      (11,069)           (7)

Net Loss                              --           --           --          (41)          (41)
                                --------     --------     --------     --------      --------
BALANCE, SEPTEMBER 30, 2001       15,625     $     16     $ 11,046     $(11,110)     $    (48)
                                ========     ========     ========     ========      ========
</TABLE>



                       SEE NOTES TO THE FINANCIAL STATEMENTS

                                       11
<PAGE>
CELLCOM CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2001 AND 2000
================================================================================
                           (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                           2001         2000
                                                         -------      -------
<S>                                                      <C>          <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income (loss)                                      $   (41)     $    37
  Adjustments to reconcile net income to net
  cash provided by (used in) operating activities:
    Changes in operating assets and liabilities:
    Decrease in accounts receivable                           --            4
    Increase in accounts payable                              23           10
                                                         --------------------
NET CASH PROVIDED BY (USED IN) OPERATING                     (18)          51
ACTIVITIES

CASH FLOWS FROM INVESTING ACTIVITIES
     Loans to related parties                                (38)         (50)
     Loans repayments from related parties                    55           --
                                                         --------------------
NET CASH PROVIDED BY (USED IN) INVESTING                      17          (50)
ACTIVITIES
                                                         --------------------

NET INCREASE (DECREASE) IN CASH AND CASH                      (1)           1
EQUIVALENTS

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF YEAR                                         1           --
                                                         --------------------
CASH AND CASH EQUIVALENTS
  AT END OF YEAR                                             $--      $     1
                                                         ====================


</TABLE>


                       SEE NOTES TO THE FINANCIAL STATEMENTS

                                       12
<PAGE>

CELLCOM CORP.
NOTES TO THE FINANCIAL STATEMENTS
================================================================================
1.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

     ORGANIZATION AND NATURE OF BUSINESS: - Cellcom Corp. (the "Company") was
     incorporated in the state of Delaware in October 1983 and currently has no
     operations. It is principally engaged in managing its assets and
     administering its liabilities.

     CASH AND CASH EQUIVALENTS: - All highly liquid instruments with original
     maturities of three months or less are considered cash equivalents.

     EARNINGS PER SHARE CALCULATIONS: - Per share amounts have been calculated
     based on 15.6 million weighted average number of common shares outstanding
     for the years ended September 30, 2001 and 2000. The Company has no common
     stock equivalents.

     INCOME TAXES: - The Company's policy is to provide for deferred income
     taxes resulting from differences in the timing of amounts reported for
     financial accounting and income tax purposes and operating loss and tax
     credit carryforwards. Valuation reserves are recorded if uncertainty exists
     as to the realization of deferred tax assets.

     USE OF ESTIMATES IN PREPARATION OF FINANCIAL STATEMENTS: - The preparation
     of financial statements in conformity with generally accepted accounting
     principles requires management to make estimates and assumptions that
     affect the reported amounts of assets and liabilities and disclosure of
     contingent assets and liabilities at the date of the financial statements
     and the reported amounts of revenues and expenses during the reporting
     period. Actual results could differ from those estimates.

     FAIR VALUE OF FINANCIAL INSTRUMENTS: - Cash, accounts receivable, and
     accounts payable are reported as carrying amounts that approximate their
     fair value because of the short maturities of these instruments.

2.   PETITION FOR RELIEF UNDER CHAPTER 11:

     On April 16, 1992, the Company and its subsidiaries filed voluntary
     petitions for relief under Chapter 11 of the United States Bankruptcy Code.
     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, 2000 Annual Report on Form 10-KSB.

3.   INCOME TAXES:

     The Company follows the provisions of SFAS No. 109 "Accounting for Income
     Taxes." SFAS No. 109 requires the recognition of deferred tax assets, net
     of applicable reserves, related to net operating loss carryforwards and
     certain temporary differences. The standard requires recognition of a
     deferred tax asset to the extent that realization of such asset is more
     likely than not; otherwise, a valuation allowance is applied. As of
     September 30, 2001 and 2000, the Company determined that its deferred tax
     asset of $3.4 million and $3.4 million, consists primarily of its net
     operating loss carryforward of $9.6 million and $9.6 millon, did not
     satisfy the recognition criteria set forth in the standard and accordingly,
     a valuation allowance was recorded to fully reserve the deferred tax asset.

     The tax loss carryforward expires during the years 2001 through 2006. The
     Internal Revenue Code of 1986 as amended (the "Code"), imposes substantial
     limitations under certain circumstances on the use of carryforwards upon
     the occurrence of an "ownership change" (as defined in Section 382 of the
     Code). An "ownership change" can result from issuances of equity securities
     by the Company, purchases of the Company's securities in the secondary
     market or a combination of the foregoing.

                                       13
<PAGE>

4.   RELATED PARTY TRANSACTIONS:

     a) Cellcom Corp., having no operations in 2001 and 2000, paid David Obal,
     the Company's Chief Financial Officer, for preparation and filing of the
     required SEC documents and bookkeeping services, which were conducted out
     of his personal offices.

     b) Loan receivable, related party:

     Loan receivable, related party at September 30, 2000 consisted of a loan to
     the Company's president for $50,000. During the fiscal year ended September
     30, 2001, this loan was repaid and a new loan was made to the Company's
     president for $38,000. The new loan bears interest at 10 per annum and the
     principal is due in full on June 30, 2002. As of February 28, 2002 the loan
     has a balance of $23,000.

     The Company recognized interest income of $4,000 on these loans receivable
     during the year ended September 30, 2001.

5.   GOING CONCERN:

     The Company does not have sufficient cash to pay its current and
     anticipated operating expenses for the following fiscal year. During the
     fiscal year ended September 30, 2001 and 2000, the company incurred
     administrative expenses of $45,000 and $46,000. Management plans to raise
     additional capital by selling stock or obtaining outside financing;
     however, the Company does not have firm commitments for stock purchases or
     financing from outside sources or its present officers and directors.

6.   SALE OF MINORITY INTEREST:

     On December 10, 1999, the Company sold its minority interest in a cellular
     phone company for $79,300. The minority interest had been deemed worthless
     and written off in a prior year.



                                       14
<PAGE>

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

Dated:  March 21, 2002                              CELLCOM CORP.

        By: /s/ Jay H. Brown
           -----------------------

                                                    Jay H. Brown, President

     In accordance with the Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant in the capacities and
the date indicated:

<TABLE>
<CAPTION>
Signature                       Title                   Date
---------                       -----                   ----
<S>                             <C>                     <C>
/s/ Jay H. Brown
--------------------------
Jay H. Brown                    President, Chief        March 21, 2002
                                Executive Officer
                                and Director



/s/ William S. Taylor
--------------------------
William S. Taylor               Executive Vice          March 21, 2002
                                President, Secretary
                                and Director


/s/ David A. Obal
--------------------------
David A. Obal                   Chief Financial and     March 21, 2002
                                Accounting Officer
                                and Director

</TABLE>

                                       15