<PAGE>   1
                    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, 2000                                        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) 474-9920
        -----------------------------------------------------------------
                (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 3, 2000 was $234,379. On such date,
the closing price of the Company's Common Stock was $.015.

Transitional small business disclosure format.

                                        Yes      X     No
                            -----------     ----------

The registrant had 15,625,272 shares of Common Stock outstanding as of November
27, 2000.
<PAGE>   2
                                     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.
Cellular telephone service is access to a cellular telephone system through the
assignment of an individual mobile telephone number, which enables the
subscriber to make local and long distance telephone calls. The Company obtained
such service from local cellular telephone system operators ("Cellular
Carriers") who have received licenses from the Federal Communications Commission
to construct and operate cellular telephone systems in specific geographical
areas. The Company purchased the service in accordance, where applicable, with
the Cellular Carriers' wholesale tariffs filed with the local regulatory
agencies and resold the service to its subscribers according to the Company's
retail rates, or retail tariffs, if required by state regulatory agencies. As a
reseller of cellular telephone service, the Company did not have a license to
construct, operate or own a cellular telephone system.

         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 and
bankruptcy claims. 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.




                                        2
<PAGE>   3
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 2000.

                                    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 2000                                Fiscal 1999
                  ------------------------                    ------------------------
Quarter             High                   Low                  High                  Low
-------           --------               --------             --------              --------
<S>               <C>                    <C>                  <C>                   <C>
First             $ .08                  $ .005               $ 0.015               $ 0.01
Second            $ .085                 $ .02                $ 0.015               $ 0.01
Third             $ .025                 $ .015               $ 0.12                $ 0.008
Fourth            $ .015                 $ .015               $ 0.055               $ 0.015
</TABLE>


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

         (b) As of November 27, 2000 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, 2000, the company incurred administrative expenses of
$46,000. In December 1999, the Company sold its minority interest in 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.


                                        3
<PAGE>   4
         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

         As indicated in the Representation of Public Accountants, Cellcom Corp,
the Company, has contracted with Bradshaw Smith and Co., a Las Vegas based CPA
Firm, to audit the enclosed financial statements. A Current Report on Form 8-K
was filed with the U. S. Securities and Exchange Commission on December 7, 1998
incorporating the above changes.

                                    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                59                Chairman, Chief Executive Officer
                                               and President

William S. Taylor           39                Executive Vice President,
                                               Secretary and Director

David A. Obal               36                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.


                                        4
<PAGE>   5
         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>
<CAPTION>
                                      Annual Compensation                    Long-Term Compensation
                           -----------------------------------------     --------------------------------------
                                                                           Awards         Payouts
                                                                      ----------------   ----------
                                                           Other      Restricted         Long-Term     All
Name and                                                  Annual     Stock Option        Incentive    Other
Principal Position         Year      Salary$    Bonus$  Compensation    Awards    SARs    Payouts  Compensation
------------------         ----      -------    ------  ------------    ------    ----    -------  ------------
<S>                        <C>       <C>        <C>     <C>             <C>       <C>     <C>      <C>
Jay H. Brown               2000         0         0           0           0        0         0         0
 Chairman, Chief           1999         0         0           0           0        0         0         0
 Executive Officer         1998         0         0           0           0        0         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% 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 Partners              Record and           866,667                  5.5%
Stock       605 Third Avenue                     Beneficial
            New York, NY  10158
</TABLE>


                                        5
<PAGE>   6
<TABLE>
<S>         <C>                                  <C>                 <C>                      <C>
Common      Tassinari Family Trust                        Record and          1,000,000                 6.4%
Stock       Post Office Box 81890                         Beneficial
            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 November 27, 2000.

(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, 2000 the Company loaned Jay H. Brown, President of the
Company $50,000. The balance is due in full on June 30, 2001. As of February 23,
2001, the loan receivable has been paid in full.

                                    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).

          23.1 Consent of Independent Public Accountants.

     (b)  Reports on Form 8-K

          None


                                        6
<PAGE>   7
                                  CELLCOM CORP.
                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                                             Page
                                                                             ----

<S>                                                                          <C>
Report of Independent Public Accountants ..................................    8



Financial Statements:


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


     Statements of Operations for the Years Ended September 30, 2000
        and September 30, 1999 ............................................   10


     Statements of Changes in Stockholders' Deficit for the years ended
        September 30, 2000 and September 30, 1999 .........................   11


     Statements of Cash Flows for the Years Ended September 30, 2000
        and September 30, 1999 ............................................   12


     Notes to the Financial Statements ....................................   13
</TABLE>



                                        7
<PAGE>   8
                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


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

We have audited the accompanying balance sheet of Cellcom Corp. (a Delaware
corporation) as of September 30, 2000 and 1999, and the related statements of
operations, changes in stockholders' deficit and cash flows for the two 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 audit.

We have conducted our audits in accordance with generally accepted auditing
standards. 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 audit 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, 2000 and 1999, and the results of their operations and their cash flows for
the years ended September 30, 2000 and 1999, 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 6 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 6. 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, 2000
(Except for Note 5, as to which
date is February 16, 2001)


                                        8
<PAGE>   9
CELLCOM CORP.
BALANCE SHEETS
SEPTEMBER 30, 2000 AND 1999
-------------------------------------------------------------------------------


           (Dollar amounts in thousands except for per share amounts)


<TABLE>
<CAPTION>
ASSETS                                                2000            1999
                                                    --------        --------
<S>                                                 <C>             <C>
CURRENT ASSETS:
   Cash and cash equivalents                        $      1        $     --
   Accounts receivable                                     1               5
   Loan receivable, related party                         50              --
                                                    --------        --------

TOTAL ASSETS                                              52               5
                                                    ========        --------

LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES:
   Accounts payable                                       59              49
                                                    --------        --------

TOTAL CURRENT LIABILITIES                                 59              49
                                                    --------        --------

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                               (11,069)        (11,106)
                                                    --------        --------
TOTAL STOCKHOLDERS' DEFICIT                               (7)            (44)
                                                    --------        --------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT         $     52        $      5
                                                    ========        ========
</TABLE>


                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                        9
<PAGE>   10
CELLCOM CORP.
STATEMENTS OF OPERATIONS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
-------------------------------------------------------------------------------


           (Dollar amounts in thousands except for per share amounts)

<TABLE>
<CAPTION>
                                                2000                1999
                                            ------------        ------------
<S>                                         <C>                 <C>
OPERATING EXPENSES:
  General and administrative expenses       $         46        $         45


NET OPERATING LOSS                          $        (46)       $        (45)

OTHER INCOME
     Gain on Sale of Securities                       79                  --
     Interest Income                                   4                  --
     Reversal of tax accrual                          --                  53
                                            ------------        ------------

NET INCOME (LOSS)                           $         37        $          8
                                            ============        ============

INCOME (LOSS) PER SHARE                     $      0.002        $      0.001
                                            ============        ============


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


                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                       10
<PAGE>   11
CELLCOM CORP.
STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
-------------------------------------------------------------------------------


               (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, 1998       15,625       $16       $11,046       $(11,114)       $ 52

Net Income (Loss)                     --        --            --              8           8
                                  ------       ---       -------       --------        ----

BALANCE, SEPTEMBER 30, 1999       15,625        16        11,046        (11,106)        (44)

Net Income (Loss)                     --        --            --             37          37
                                  ------       ---       -------       --------        ----

BALANCE, SEPTEMBER 30, 2000       15,625       $16       $11,046       $(11,069)       $ (7)
                                  ======       ===       =======       ========        ====
</TABLE>


                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                       11
<PAGE>   12
CELLCOM CORP.
STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED SEPTEMBER 30, 2000 AND 1999
-------------------------------------------------------------------------------


                          (Dollar amounts in thousands)

<TABLE>
<CAPTION>
                                                           2000        1999
                                                           ----        ----
<S>                                                        <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
  Net income                                               $ 37        $  8
  Adjustments to reconcile net income to net cash
   provided by (used in) operating activities:
    Changes in operating assets and liabilities:
    (Decrease) increase in accounts receivable                4          (1)
    Decrease in other assets                                 --           1
    Increase in accounts payable                             10          34
    Decrease in taxes payable                                --         (53)
                                                           ----        ----

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES          51         (11)

CASH USED IN INVESTING ACTIVITIES
     Loans to related parties                               (50)         --
                                                           ----        ----
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS          1         (11)

CASH AND CASH EQUIVALENTS
  AT BEGINNING OF YEAR                                       --          11
                                                           ----        ----
CASH AND CASH EQUIVALENTS
  AT END OF YEAR                                           $  1        $ --
                                                           ====        ====
</TABLE>


                      SEE NOTES TO THE FINANCIAL STATEMENTS


                                       12
<PAGE>   13
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 and 15.6 million weighted average number of
          common shares outstanding for the years ended September 30, 2000 and
          1999. 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, 1999 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, 2000 and 1999, 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 million, 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>   14
4.        REVERSAL OF TAX ACCRUAL:

          As of September 30, 1999, the Company, based upon advise of legal
          counsel, reversed the accrual for estimated excise taxes. These
          amounts were included in current liabilities in the financial
          statements as of September 30, 1998.

5.        RELATED PARTY TRANSACTIONS:

          a) Cellcom Corp., having no operations in 2000 and 1999, 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. The loan bears interest
          at 10% per annum and the principal is due in full on June 30, 2001. As
          of February 23, 2001 the loan receivable has been paid in full.

          The Company recognized interest income of $4,000 on this loan
          receivable during the year ended September 30, 2000.

6.        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, 2000 and 1999, the company
          incurred administrative expenses of $46,000 and $45,000. 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.

7.        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>   15
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 23, 2001                        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                   February 23, 2001
                                       Executive Officer
                                       and Director



/s/ William S. Taylor
---------------------------
William S. Taylor                    Executive Vice                     February 23, 2001
                                       President, Secretary
                                       and Director


/s/ David A. Obal
---------------------------
David A. Obal                        Chief Financial and                February 23, 2001
                                       Accounting Officer
                                       and Director
</TABLE>


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