<PAGE>

                                 UNITED STATES
                        SECURITIES & 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 September 30, 2004

[ ]  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                                (I.R.S. Employer
 incorporation or organization)                              Identification No.)
</TABLE>

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

Issuer's Telephone Number: (702) 353-5168

Securities Registered Under Section 12(b) of the Exchange Act: NONE

Securities Registered Under Section 12(g) of the Exchange Act:

                          Common Stock, $.001 per value
                                (Title of class)

Check whether the issuer: (1) 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 registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes [ ] No [X]

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]

The issuer's revenues for the fiscal year ended September 30, 2004 were $0.

The aggregate market value of the issuer's common stock held by non-affiliates
as of December 31, 2004 was approximately $269,880. On such date, the closing
price for the issuer's common stock, as quoted in the Pink Sheets, was $0.017.

The issuer had 15,875,270 shares of common stock outstanding as of December 31,
2004.

<PAGE>

PART I

Item 1. Description of Business.

GENERAL

     Cellcom I Corp.was incorporated in the State of Delaware on October 26,
1983 as Cellcom Corp. (hereafter the "Registrant" or the "Company"). The Company
was involuntarily dissolved in the State of Delaware in 2002 and effective
February 10, 2005, was reinstated in Delaware under the name Cellcom I. Corp.
The Company was engaged in the purchase and resale of cellular telephone
service.

     Due to declining working capital, net operating losses, negative cash flow
and an increased rate of customer deactivations in certain markets, the
Management and the Board of Directors concluded that it was in the best interest
of the Company 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. On July 28, 1992, the Company sold substantially all of its assets to
Nationwide Cellular Service, Inc. The sale was consummated after receiving the
requisite approvals from the bankruptcy court and governmental regulatory
agencies. 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.

          The Company currently has no operations. It is principally engaged in
managing its assets and administering its liabilities. The Company considers
business opportunities when approached by third parties, 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 with the exception of Jay H. Brown, its
Chief Executive Officer and President, William S. Taylor, its Executive Vice
President and Secretary and David A. Obal, its Chief Financial Officer and
Treasurer.

Item 2. Description of Property.

The Company uses the offices of its President, Jay H. Brown, as its headquarters
at 520 South Fourth Street, Las Vegas, Nevada 89101. The company incurs no
charges for use of Mr. Brown's offices.

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 for the fiscal year ended September 30, 2004.


                                       2

<PAGE>

PART II

Item 5. Market for Common Equity and Related Stockholder Matters.

     (a) The Company's common stock is traded in the over-the-counter market on
the "Pink Sheets." 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 of common stock:

<TABLE>
<CAPTION>
           Fiscal 2004    Fiscal 2003
          ------------   -------------
Quarter   High    Low     High    Low
-------   ----   -----   -----   -----
<S>       <C>    <C>     <C>     <C>
First     $.02   $.008   $.005   $.005
Second    $.02   $. 01   $. 01   $.005
Third     $.02   $.015   $.008   $.007
Fourth    $.02   $.015   $. 01   $.008
</TABLE>

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

     As of January 20, 2006, there were 669 holders of record of the Company's
common stock.

DIVIDENDS

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

Item 6. Management's Discussion and Analysis or Plan of Operation.

Cautionary Statement Regarding Forward-looking Statements

This report may contain "forward-looking" statements. Examples of
forward-looking statements include, but are not limited to: (a) projections of
revenues, capital expenditures, growth, prospects, dividends, capital structure
and other financial matters; (b) statements of plans and objectives of our
management or Board of Directors; (c) statements of future economic performance;
(d) statements of assumptions underlying other statements and statements about
us and our business relating to the future; and (e) any statements using the
words "anticipate," "expect," "may," "project," "intend" or similar expressions.

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.


                                       3

<PAGE>

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.

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.

Liquidity and Capital Resources

The Company did not have sufficient cash to pay its current and anticipated
operating expenses for the following fiscal year. In December 2004, the Company
received a cash settlement related to the sale of a minority interest in a
cellular company in 1999 for $80,717. (Please see Note 5 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. During the fiscal year ended, September 30, 2004, the Company
incurred administrative expenses of $20,903.

The Company has a net operating loss carryforward ("NOL") of approximately $9.6
million for both financial reporting and income tax purposes. The Company hopes
to use this NOL to offset earnings in potential business opportunities subject
to limitations on use as described below.

The tax loss carryforwards expire during the years 2004 through 2021. If the
Company embarks on a new business venture, no assurance can be given regarding
the realizability of the tax carryforwards or the future success of such a
business due to all the attendant costs and risks associated with starting or
acquiring a new business. In addition, 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, purchase
of the Company's securities in the secondary market or a combination of the
foregoing.

Impact of Inflation and Interest Rates

At this time, we do not anticipate that either inflation or interest rate
variations will have a material impact on our future operations.

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.

The Company does not employ any critical accounting policies or estimates that
are either selected from among available alternatives or require the exercise of
significant management judgment to apply or that if changed are likely to
materially affect future periods, except that


                                       4

<PAGE>

management does not believe realization of its deferred tax assets, principally
net operating loss carryforward, can be considered more likely than not and,
accordingly, has provided a 100% valuation allowance.

Recent Accounting Pronouncements

In December 2004, the Financial Accounting Standards Board (FASB) issued SFAS
No. 123 (Revised 2004), Share-Based Payment (SFAS 123R). SFAS 123R requires that
compensation cost related to share-based employee compensation transactions be
recognized in the financial statements. Share-based employee compensation
transactions within the scope of SFAS 123R include stock options, restricted
stock plans, performance-based awards, stock appreciation rights and employee
share purchase plans. The Company has not had any stock-based employee
compensation in the past. The provisions of SFAS 123R are effective as of the
first interim period that begins after December 15, 2005. However, the Company
has no plans t issue stock-based compensation in the foreseeable future.

Item 7. Financial Statements.

The audited financial statements required by this Item 7 begin on Page F-1,
following Part III of this report.

PART III

Item 8. Changes in and Disagreements with Accountants on Accounting and
     Financial Disclosure.

During the Company's two most recent fiscal years, there were no disagreements
between the Company and Piercy Bowler Taylor & Kern ("Piercy"), whether or not
resolved, on any matter of accounting principals or practices, financial
statement disclosure, or auditing scope or procedure, which, if not resolved to
Piercy's satisfaction would have caused Piercy to make reference to the subject
matter of the disagreement (s) in connection with its reports.

Item 8A. Control 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 fiscal year ended September 30, 2004.

In connection with independent audits 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 the 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, and (iii) the lack of financial oversight by
either an audit committee or the Board of


                                       5

<PAGE>

Directors performing a similar function to reasonably assure completion of the
appropriate SEC filings in a timely manner. Accordingly, the Company did not
file its annual and periodic filings for or 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 Auditors' 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.

Because the Company is not required to and because insufficient resources
available to it, it does not have an audit committee of the Board of Directors.
However, 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 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.

Item 9. Directors and Executive Officers of the Registrant.

<TABLE>
<CAPTION>
       Name         Age                 Position with Company
       ----         ---   ------------------------------------------------
<S>                 <C>   <C>
Jay H. Brown         62   Chairman, Chief Executive Officer and President
William S. Taylor    43   Executive Vice President, Secretary and Director
David A. Obal        40   Chief Financial Officer, Treasurer 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 Company does not have Audit,
Compensation or Nomination committees. As a result, our entire board of
directors performs the duties of these committees.

     Jay H. Brown has been Chairman, Chief Executive Officer and President since
the Company's formation in October 1983.Since August 1992, he has worked as a
management consultant for Nationwide Cellular Service, Inc., a cellular reseller
and practices 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. Prior to holding these
positions, 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 [Name of company] in
New Jersey. He is a member of the Radio Club of America.

     David A. Obal has been a director, Treasurer and Chief Financial Officer of
the Company since February 8, 1994. Prior to holding these positions, Mr. Obal
was employed by the Company from July 1988 through February 1994 in various
accounting and finance positions.


                                       6

<PAGE>

Since 1994, he has operated an accounting and bookkeeping practice in Las Vegas,
Nevada. Currently Mr. Obal owns and operates a construction company involved in
building new homes in Las Vegas, Nevada.

SECTION 16(A) BENEFICIAL OWNERSHIP COMPLIANCE

Section 16(a) of the Securities and Exchange Act of 1934 requires the Company's
officer, 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 our
review of the copies of those reports we have received, or written
representations that no reports were required for those persons, we are not
aware of any failure to file reports or report transactions in a timely manner
during the fiscal year ended September 30, 2004.

CODE OF ETHICS

The Company has not adopted a Code of Ethics for our principal executive
officer, principal financial officer, principal accounting officer or
controller, or persons performing similar functions as encouraged by the
Sarbanes-Oxley Act of 2002 ("Sarbanes-Oxley"). As we have engaged in only
limited activities and have not had any business operations since 1992,
pre-Sarbanes-Oxley, we have not had either a need for, or the resources
available to properly design and adopt, a Code of Ethics. We will revisit this
issue in the future, however, in the meantime, our management intends to promote
honest and ethical conduct, full and fair disclosure in our reports to the SEC,
and compliance with applicable governmental laws and regulations.

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>
<CAPTION>
                       Annual Compensation
      Name and         -------------------
 Principal Position      Year   Salary $     Other $
 ------------------      ----   --------     -------
<S>                    <C>      <C>          <C>
Jay H. Brown             2004       0         10,000
   Chairman, Chief       2003       0          7,500
   Executive Officer     2002       0              0
   And President
</TABLE>

     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 percent or more of the Company's common stock, by each
director and by all officers and directors as a group. Except as indicated


                                       7

<PAGE>

otherwise, the persons named in the table below have the sole voting and
investment power with respect to all shares shown beneficially owned by them.

<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   4,181,774       26.3%
Stock      520 S. Fourth St.           Beneficial
           Las Vegas, NV 89101

Common     William S. Taylor           Record and     733,333        4.6%
Stock      50 Springbrook Rd.          Beneficial
           Livingston, NJ 07039

Common     Joseph W. Namath            Record and   1,333,332(2)     8.4%
Stock      and James Walsh             Beneficial
           300 East 51st Street
           New York, NY 10022

Common     SBK Investment Partners     Record and     966,666        6.1%
Stock      605 Third Avenue            Beneficial
           New York, NY 10158

Common     Tassinari Family Trust      Record and   1,000,000        6.3%
Stock      P. O. Box 81890             Beneficial
           Las Vegas, NV 89180

Common     All officers and            Record and   4,915,107       31.0%
Stock      directors as a group        Beneficial
           (consisting of 2 persons)
</TABLE>

----------
(1)  All percentages are based on a total of 15,875,270 shares outstanding as of
     February 4, 2005.

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

Item 12. Certain Relationships and Related Transactions.

     On September 15, 2000, the Company loaned $50,000 to Jay H. Brown, its
President, pursuant to a promissory note repayable with interest, accrued at the
rate of 10% per annum, on or before June 30, 2002. The Company extended the due
date on June 30, 2002 to June 30, 2003. The loan was paid in full in April 2003.
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.


                                       8

<PAGE>

Item 13. Exhibits and Reports on Form 8-K.

     (a)  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).

          31.1 Certification of Chief Executive Officer pursuant 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.

     (b)  Reports on Form 8-K

          No report on Form 8-K was filed during the last quarter of the period
          covered by this report.

Item 14. Principal Accountant Fees and Services.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The aggregate fees the Company paid to PTBK for the years ended December 31,
2005 and 2004 were as follows:

<TABLE>
<CAPTION>
                                          2004     2003
                                         ------   -----
<S>                                      <C>      <C>
Audit Fees ...........................   10,658   4,000
Audit-Related Fees ...................        0       0
Total Audit and Audit-Related Fees ...   10,658   4,000
Tax Fees(a) ..........................        0       0
All Other Fees(b) ....................        0       0
</TABLE>


                                        9

<PAGE>

CELLCOM I CORP.
INDEX TO FINANCIAL STATEMENTS

<TABLE>
<S>                                                       <C>
Report of independent registered public accounting firm   11
Financial statements:
   Balance sheets                                         12
   Statements of operations                               13
   Statements of stockholders' equity                     14
   Statements of cash flows                               15
   Notes to the financial statements                      16
</TABLE>


                                       10

<PAGE>

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying balance sheet of Cellcom I Corp. (the Company)
as of September 30, 2004 and 2003, and the related statements of operations,
stockholders' equity 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 the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, audits of its internal control
over financial reporting. Our audit included consideration of internal control
over financial reporting as a basis for designating audit procedures that are
appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the Company's internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principals used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide 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 the Company as of September 30,
2004 and 2003, and the results of its operations and its cash flows for the
years then ended, in conformity with accounting principals generally accepted in
the United States.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 4 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 4. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.


/s/ PIERCY BOWLER TAYLOR & KERN
------------------------------------
Piercy Bowler Taylor & Kern
Certified Public Accountants and
Business Advisors
Las Vegas, Nevada

September 30, 2005


                                       11
<PAGE>

CELLCOM I CORP.
BALANCE SHEETS
SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                  September 30,   September 30,
                                                       2004           2003
                                                  -------------   -------------
<S>                                               <C>             <C>
ASSETS

CURRENT ASSETS:
   Cash                                           $         91    $      3,485
   Settlement receivable                                80,717          80,717
                                                  ------------    ------------
                                                  $     80,808    $     84,202
                                                  ============    ============
LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                               $     59,015    $     54,006
   Due to officer                                          397             397
                                                  ------------    ------------
                                                        59,412          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                       11,065,705      11,053,455
   Deficit                                         (11,060,184)    (11,039,281)
                                                  ------------    ------------
                                                        21,396          29,799
                                                  ------------    ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY        $     80,808    $     84,202
                                                  ============    ============
</TABLE>

See notes to financial statements.


                                       12

<PAGE>

CELLCOM I CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                          2004          2003
                                      -----------   -----------
<S>                                   <C>           <C>
General and administrative expenses   $    20,903   $    31,170
Interest income                                --           797
Settlement gain                                --        80,717
Forgiveness of accounts payable                --        35,270
                                      -----------   -----------
NET INCOME (LOSS)                     $   (20,903)  $    85,614
                                      ===========   ===========
NET INCOME (LOSS) PER SHARE - (1)     $      (.00)  $       .01
                                      ===========   ===========
WEIGHTED AVERAGE NUMBER OF SHARES      15,722,530    15,625,270
                                      ===========   ===========
</TABLE>

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

See notes to financial statements.


                                       13

<PAGE>

CELLCOM I CORP.
STATEMENTS OF STOCKHOLDERS' EQUITY
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                         Common Stock        Additional
                                     --------------------     paid-in
                                       Shares     Dollars     capital        Deficit       Total
                                     ----------   -------   -----------   ------------   --------
<S>                                  <C>          <C>       <C>           <C>            <C>
Balances, October 1, 2002            15,625,270   $15,625   $11,045,955   $(11,124,896)  $(63,315)
Contributed capital in the form of
   officer's services                        --        --         7,500             --      7,500
Net income                                   --        --            --         85,614     85,614
                                     ----------   -------   -----------   ------------   --------
Balances, September 30, 2003         15,625,270    15,625    11,053,455    (11,039,281)    29,799
Contributed capital in the form of
   officer's services                        --        --         7,500             --      7,500
Sale of common stock                    250,000       250         4,750             --      5,000
Net loss                                     --        --            --        (20,903)   (20,903)
                                     ----------   -------   -----------   ------------   --------
Balances, September 30, 2004         15,875,270   $15,875   $11,065,705   $(11,060,184)  $ 21,396
                                     ==========   =======   ===========   ============   ========
</TABLE>

See notes to financial statements.


                                       14

<PAGE>

CELLCOM I CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2004 AND 2003

<TABLE>
<CAPTION>
                                                                2004       2003
                                                              --------   --------
<S>                                                           <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income (loss)                                          $(20,903)  $ 85,614
   Adjustments to reconcile net income (loss) to net
      cash used in operating activities:
      Contributed capital in the form of officer's services     10,000      7,500
      Forgiveness of accounts payable                                     (35,270)
      Changes in operating assets and liabilities:
      Increase in Settlement receivable                             --    (80,717)
      Decrease in prepaid expenses                                          1,260
      Increase in accounts payable                               5,009      8,045
                                                              --------   --------
NET CASH USED IN OPERATING ACTIVITIES                           (5,894)   (13,568)
                                                              --------   --------
CASH FLOWS FROM INVESTING ACTIVITIES
   Loan repayments from officer                                     --     16,800
CASH PROVIDED FROM FINANCING ACTIVITIES
   Cash sale of common stock                                     2,500         --
NET CHANGE IN CASH                                              (3,394)     3,232
CASH AT BEGINNING OF THE YEAR                                    3,485        253
                                                              --------   --------
CASH AT END OF YEAR                                           $     91   $  3,485
                                                              ========   ========
NONCASH INVESTING ACTIIVITIES
Sale of common stock                                          $  2,500
</TABLE>


                                       15
<PAGE>

CELLCOM I CORP.
NOTES TO THE FINANCIAL STATEMENTS

1.   SUMMARY OF SIGNIFICANT ACCOUNTING PRINCIPALS:

     Activities: - Cellcom I Corp. (the "Company is dormant and currently has no
     operations but is passively evaluating business opportunities. (Note 4).

     Per share calculations: - Per share amounts have been calculated based on
     15.9 million and 15.6 million weighted average number of common shares
     outstanding for the years ended September 30, 2004 and 2003, respectively.
     The Company has no common stock equivalents.

     Use of estimates in preparation of financial statements: - Timely
     preparation of financial statements in conformity with generally accepted
     accounting principles ordinarily requires management to make estimates that
     affect the reported amounts and may require revisions in the future
     periods. However, there are no estimates reflected in the Company's
     financial statements.

     Fair value of financial instruments: - Accounts receivable and accounts
     payable are reported as carrying amounts that approximate their fair value
     because of the short maturities of these instruments.

2.   INCOME TAXES:

     As of September 30, 2004 and 2003, the Company's deferred tax asset of $3.2
     million and $3.2 million, consists primarily of its net operating loss
     carryforward of $9.5 million and $9.5 million, and in managements' opinion
     requires a 100% valuation allowance Since realization is not considered
     more likely than not at this time.

     The tax loss carryforwards expire during the years 2004 through 2021. 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).

3.   RELATED PARTY TRANSACTIONS:

     In 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.

4.   GOING CONCERN:

     As of September 30, 2004, the Company did not have sufficient cash to pay
     its current and anticipated operating expenses for the following fiscal
     year. 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


                                       16

<PAGE>

     from its present officers and directors. (Can there be more description on
     the how the Company plans to raise additional capital?)

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

6.   REVERSAL OF ATTORNEY FEES:

     During the fourth quarter of the fiscal year ended September 30, 2003, it
     was agreed between the Company and its SEC attorneys, Snow Becker Krauss
     PC, that fees of $35,200, which were accrued during the last three years,
     were to be reversed. The Company recorded a gain resulting from this
     settlement.


                                       17

<PAGE>

                                   SIGNATURES

     In accordance with Section 13 or 15(d) of the Exchange Act, the registrant
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.

Dated: December 26, 2006                CELLCOM I CORP.


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

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

<TABLE>
<CAPTION>
            Signature                        Title                    Date
            ---------                        -----                    ----
<S>                                <C>                         <C>


/s/ Jay H. Brown                   Chairman, Chief             December 26, 2006
--------------------------------      Executive Officer
Jay H. Brown                          and President


/s/ William S. Taylor              Executive Vice              December 26, 2006
--------------------------------      President, Secretary
William S. Taylor                     And Director


/s/ David A. Obal                  Chief Financial and         December 26, 2006
--------------------------------      Accounting Officer,
David A. Obal                         Treasurer and Director
</TABLE>


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