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                    U. S. SECURITIES AND EXCHANGE COMMISSION
                              Washington D.C. 20549

                                FORM 10-KSB/A

[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, 1996                                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) 896-8898
          ------------------------------------------------------------
                (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 November 25, 1996 was $288,965. On such
date, the closing price of the Company's Common Stock was $0.025.

                                  Yes      X   No
                             ---          ---         

       ISSUER'S INVOLVED IN BANKRUPTCY PROCEEDINGS FOR THE LAST FIVE YEARS

Check whether the Issuer has filed all documentation and reports required to be
filed by Section 12, 13 or 15(d) of the Exchange Act of 1934 after the
distribution of securities under a plan confirmed by a court.

                              X   Yes          No
                             ---          ---         

Transitional small business disclosure format.

The registrant had 11,558,605 shares of Common Stock outstanding as of November
14, 1996.
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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:  February 26, 1997                CELLCOM CORP.

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