<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   FORM 10-K/A

         Annual Report Pursuant to Section 13 or 15(d) of the Securities
        Exchange Act of 1934 for the fiscal year ended December 31, 1998

                                     1-12571
                                     -------
                              (Commission File No.)

                                INTELLICELL CORP.
             (Exact name of registrant as specified in its charter)

            DELAWARE                                     95-4467726
            --------                                     ----------
    (State of incorporation)                (I.R.S. Employer Identification No.)

                 9314 ETON AVENUE, CHATSWORTH, CALIFORNIA 91311
                 ----------------------------------------------
           (Address of principal executive offices including zip code)

       Registrant's telephone number, including area code: (818) 709-2300

           Securities registered pursuant to Section 12(b) of the Act:

      Title of Class                      Name of Each Exchange Which Registered
      --------------                      --------------------------------------
COMMON STOCK, $0.01 PAR VALUE             BOSTON STOCK EXCHANGE

           Securities registered pursuant to Section 12(g) of the Act:

                                 Title of Class
                                 --------------
                        WARRANTS TO PURCHASE COMMON STOCK

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 [X] NO: [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not 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-K or any amendment to this
Form 10-K. [ ]

     The aggregate market value of the registrant's common stock held by 
non-affiliates as of March 26, 1999 was approximately $10,229,000 (based on 
the closing sales price of such stock as of such date on the Nasdaq SmallCap 
Market on March 26, 1999). No other capital stock is outstanding.

     As of March 26, 1999 there were 6,915,902 shares of the registrant's Common
Stock outstanding.

<PAGE>

                          PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
The following table sets forth certain information regarding the executive
officers, directors, and key employee of the Company as of March 26, 1999:
 
<TABLE>
<CAPTION>

          Name               Age                      Position
---------------------------  ---  ----------------------------------------------
<S>                          <C> <C>
Executive Officers and Directors:
Ben Neman..................  41  Chairman of the Board and President
John Swinehart.............  42  Chief Executive Officer and Director
Stephen Jarrett............  45  Executive Vice President of Sales and Director
Michael Hedge..............  43  Executive Vice President
David Kane.................  36  Chief Financial Officer
Michael King...............  35  Vice President of Marketing and Business
                                   Development
Vinay Sharma(1)(2).........  51  Director
J. Sherman Henderson(1)(2).  54  Director
Mark M. Laisure............  29  Director

Key Employee:
Meir Abramov...............  29  Vice President

</TABLE>

(1) Member of the Audit Committee
(2) Member of the committee administering grants to executive officers under 
the Company's stock option plans.

     Ben Neman, a founder of the Company, has been Chairman and President of 
the Company since its inception in January 1991 and served as the Company's 
Chief Executive Officer from the Company's inception through November 1998. 
From September 1983 to January 1991, Mr. Neman was the owner and President of 
Car Tronics of California, a company engaged in the retail sale of cellular 
and other automotive electronic consumer products.

      John Swinehart was appointed as Chief Executive Officer and a director 
of the Company in November 1998. Mr. Swinehart has also served as President 
and Chief Financial Officer of Biltmore Homes, a midwestern homebuilder and 
developer, since March 1996. From 1986 to March 1996, Mr. Swinehart served as 
Vice President of Allied Broadcast Equipment, an international broadcast- 
equipment distribution company. In 1980, Mr. Swinehart received his certified 
public accountant certificate.

      Stephen Jarrett became Executive Vice President of the Company in 
January 1998 and a director of the Company in March 1998. From 1994 to 
January 1998, Mr. Jarrett served as Western Zone Regional Sales Manager for 
Sony Wireless.

      Michael Hedge was appointed Executive Vice President in January 1998.  
From 1987 to 1997, Mr. Hedge was employed by Cellstar Corporation, a leader 
in telecommunications distribution.  He served in various roles at Cellstar, 
including Vice President of U.S. Sales and Marketing and as a director.  

      David Kane was appointed Chief Financial Officer of the Company in 
August 1998. Prior to joining the Company, Mr. Kane was Chief Financial 
Officer of Grand Havana Enterprises from January 1997 to February 1998. From 
July 1995 to 

                                       1
<PAGE>

November 1996, Mr. Kane was the Director of Finance for Virgin Records 
America. From May 1994 to June 1995, Mr. Kane was the controller of Hemdale 
Home Video. Prior to such time, Mr. Kane was a certified public accountant 
with Arthur Andersen & Co.

      Michael King was appointed Vice President of Marketing and Business 
Development in January 1998.  Prior to joining Intellicell, Mr. King served 
in key positions at leading telecommunications companies, most recently as 
Accessory Strategic Director for Philips Consumer Communications.  Prior to 
joining Phillips, Mr. King acted as Director of Marketing at Cellstar 
Corporation.

      Vinay Sharma has been a director of the Company since October 1996. Mr. 
Sharma has been a partner with the law firm Sharma & Herron since March 1992. 
Mr. Sharma received his Masters in Business Administration in June 1974 and 
Juris Doctor degree in May 1982 from the University of California at Berkeley.

      J. Sherman Henderson has been a director of the Company since February 
1998. Since 1993, Mr. Henderson has been President and CEO of UniDial 
Communications, a long-distance phone service reseller and full service 
distributor of telecommunications products and service founded by Mr. 
Henderson.

      Mark M. Laisure was appointed as a director of the Company in November 
1998. Since 1995, Mr. Laisure has been a Vice President of Shields & Company, 
an investment brokerage firm. In addition, Mr. Laisure has acted as a 
consultant to (a) Inktomi Corporation, a developer and marketer of network 
information and infrastructure applications, since June 1996, (b) Milcom, a 
technology development company which invests in new technology companies, 
since September 1997, (c) Stat Health Care, a provider of emergency room 
management services, since June 1991, and (d) Starstruck Records since August 
1995. From 1994 to 1995, Mr. Laisure was a senior investment manager at Paine 
Webber.

      In addition to the Company's executive officers and directors, Meir 
Abramov is a key employee of the Company. Mr. Abramov joined the Company in 
1993 and serves as a Vice President of the Company in charge of purchasing 
and large account sales.

      Directors serve until the next annual meeting or until their successors 
are elected and qualified, or appointed. Officers are elected by and serve at 
the discretion of the Board of Directors. There are no family relationships 
among the officers or directors of the Company.

ARRANGEMENTS AND UNDERSTANDINGS WITH DIRECTORS
----------------------------------------------

      In connection with a private placement of notes in November 1998 (the 
"Note Offering"), the Company agreed to appoint two persons designated by the 
investors in the Note Offering to the Company's Board of Directors. In 
November 1998, the Company increased the size of the Board to six and 
appointed John Swinehart and Mark M. Laisure (the persons designated by the 
investors in the Note Offering) to the Board of Directors.

      The Company also formed an advisory committee to the Board of Directors 
in connection with the Note Offering. This committee has no formal powers or 
responsibilities but assists the Board of Directors in providing strategic 
planning for the Company. Members of this committee receive no compensation 
for service on such committee. The current members of this 

                                       2
<PAGE>


committee are Mark M. Laisure, John Swinehart, Alan 
Bluestine, Ben Neman, Stephen Jarrett, Paul Skjodt and David Kane.

      The Company agreed, until December 17, 1999, if so requested by Sands 
Brothers & Co., Ltd. ("Sands"), the representative of the underwriters of the 
Company's initial public offering and the Company's financial advisor, to 
nominate and use its best efforts to elect a designee of Sands as a director 
or, at Sands' option, as a non-voting advisor to the Company's Board of 
Directors. Sands exercised its right to designate Alan M. Bluestine, a 
managing director of Sands, as a non-voting advisor to the Company's Board of 
Directors on June 6, 1997.

COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
--------------------------------------------------------------------

      Section 16(a) of the Securities Exchange Act of 1934 requires the 
Company's directors and certain of its officers, and persons who own more 
than 10% 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 (the "Commission"). Officers, directors and greater than 
10% stockholders are required by the Commission's regulations to furnish the 
Company with copies of all Section 16(a) forms they file. Based solely upon a 
review of the copies of the forms furnished to the Company and the 
representations made by the reporting persons to the Company, the Company 
believes that during the year ended December 31, 1998, its directors, 
officers and 10% stockholders complied with all filing requirements under 
Section 16(a) of the Exchange Act, with the exception of the following:  
Stephen Jarrett made two late filings reporting four transactions, Michael 
King made one late filing reporting one transaction, Michael Hedge made one 
late filing reporting one transaction, Paul Skjodt made one late filing 
reporting one transaction, Mark M. Laisure made two late filings reporting 
one transaction, John Swinehart made two late filings reporting one 
transaction, David Kane made two late filings reporting two transactions, J. 
Sherman Henderson made one late filing reporting three transactions, and 
Vinay Sharma made one late filing reporting four transactions.

ITEM 11.  EXECUTIVE COMPENSATION

EXECUTIVE COMPENSATION
----------------------

      The following table sets forth the compensation for the years ended 
December 31, 1996, 1997 and 1998 paid by the Company to its chief executive 
officers and to one other executive officer of the Company who received 
compensation in excess of $100,000 for the year ended December 31, 1998 (the 
"named executive officers").  No other executive officers received 
compensation exceeding $100,000 during the last fiscal year.

<TABLE>
<CAPTION>

                                Summary Compensation Table
                                --------------------------
                                                                                   Long-Term
                                                                                  Compensation
                               Annual Compensation(1)                                Awards
                               ----------------------                             ------------
                                                                     Other         Securities
        Name and                                                     Annual        Underlying
   Principal Position          Fiscal Year   Salary($)    Bonus   Compensation    Options (#)
   ------------------          -----------   ---------    -----   ------------    -----------
<S>                              <C>          <C>            <C>       <C>           <C>
Ben Neman                        1998         70,170         --        --                --
  Chairman of the Board,         1997         72,000         --        --                --
  President, and Chief           1996         72,000         --        --            12,000(4)
  Executive Officer(2)

</TABLE>

                                       3
<PAGE>

<TABLE>

<S>                              <C>         <C>         <C>           <C>          <C>
John Swinehart                   1998          5,210         --        --           200,000(5)
  Chief Executive Officer
  and Director(3)

Stephen Jarrett                  1998        115,000     20,000        --           100,000(6)
  Executive Vice President       

</TABLE>

------------

(1)  The compensation described in this table does not include medical 
insurance, retirement benefits and other benefits received by the executive 
officers which are available generally to all employees of the Company and 
perquisites and other personal benefits received by these executive officers 
of the Company, the value of which does not exceed the lesser of $50,000 or 
10% of the executive officer's cash compensation in the table.
(2)  Mr. Neman served in the capacity of Chief Executive Officer only through 
November 1998.
(3)  Mr. Swinehart became Chief Executive Officer in November 1998.
(4)  The options have an exercise price of $5.50 per share and vest one-third 
each year for three years.
(5)  The options have an exercise price of $1.00 per share.  Of these 
options, 5/6 were immediately exercisable and 1/6 were to vest upon exercise 
of the warrants issued upon the conversion of the notes offered in the 
November 1998 private placement. These warrants were exercised in full in 
March 1999 making all of these options currently exercisable.
(6)  The options were granted in two separate grants of options to purchase 
50,000 shares of common stock.  The first grant was made with an exercise 
price of $4.375, a ten year expiration, and vesting one-third each year for 
three years.  These options were later repriced to $1.00.  The second grant 
was made with an exercise price of $0.375 per share, a five year expiration, 
and vesting one-third each year for three years.  

STOCK OPTION GRANTS AND EXERCISES IN 1998
-----------------------------------------

      The following table sets forth the grants of stock options to the named 
executive officers during 1998.

<TABLE>
<CAPTION>
                                    Option Grants During 1998
                                    -------------------------

                               Percentage
                               of Total
                   Number of   Options                          Potential Realizable Value at  
                   Securities  Granted to                       Assumed Annual Rates of Stock Price
                   Underlying  Employees  Exercise              Appreciation for Option Term(3)
                   Options     During     Price Per Expiration ------------------------------------
Name               Granted     1998       Share     Date           0%           5%          10%
----               ---------- ---------- ---------  ---------- ----------- ------------ -----------
<S>                 <C>           <C>       <C>     <C>        <C>         <C>           <C>
Ben Neman..........       0       --        --           --         --          --           --
John Swinehart(1).. 200,000       50%       $1.00   10/14/08    $50,000    $207,224      $448,436 
Stephen Jarrett(2).  50,000       12.5%     $1.00    1/08/08   $168,750(4) $306,321(4)   $517,381(4)
                     50,000       12.5%     $0.375  10/14/03    $43,750     $61,018       $81,907

</TABLE>

-----------
(1)  The options have an exercise price of $1.00 per share and were granted 
on October 14, 1998.  Of these options, 5/6 were immediately exercisable and 
1/6 were to vest upon exercise of the warrants issued upon the conversion of 
the notes offered in the November 1998 private placement.  These warrants 
were exercised in full in March 1999, making all of these options currently 
exercisable.
(2)  The options were granted in two separate grants of options to purchase 
50,000 shares of common stock.  The first grant was made on January 9, 1998 
with an exercise price of $4.375, a ten year expiration, and vesting 
one-third each year for three years.  These options were later repriced to 
$1.00.  The second grant was made on October 14, 1998 with an exercise price 
of $0.375 per share, a five year expiration, and vesting one-third each year 
for three years.
(3) Potential realizable values are computed by multiplying the number of 
shares of common stock subject to a given option by closing market price on 
the date of grant for a share of common stock, assuming that the aggregate 
stock value derived from that calculation compounds at the annual 5% or 10% 
rate shown in the table for the entire five or ten-year term of the option 
and subtracting from that result the aggregate option exercise price. The 5% 
and 10% assumed annual rates of stock price appreciation are mandated by the 
rules of the Securities and Exchange Commission and do not represent the 
Company's estimate or projection of future common stock prices.
(4) Although these options were granted at the fair market value of $4.375 on 
January 8, 1998, these numbers assume that the exercise price was $1.00 on 
January 8, 1998 in order to reflect the value of the repricing.

      There were no stock options exercised by Messrs. Neman, Swinehart or 
Jarrett during 1998.

                                       4
<PAGE>


      The following table sets forth information concerning the value of 
unexercised stock options held by the named executive officers as of December 
31, 1998:

<TABLE>
<CAPTION>

                             Aggregated Fiscal Year-End Option Values
                             ----------------------------------------

                          Number of Securities
                         Underlying Unexercised         Value of Unexercised
                                Options                In-the-Money Options At
                       Held At Fiscal Year-End(#)      Fiscal Year-End ($) (1)
                       ---------------------------   ---------------------------
Name                   Exercisable   Unexercisable   Exercisable   Unexercisable
-----                  -----------   -------------   -----------   -------------
<S>                     <C>             <C>           <C>             <C>
Ben Neman                 8,000          4,000              $0              $0
John Swinehart          200,000              0        $400,000              $0
Stephen Jarrett          16,667         83,333         $43,751        $187,499

</TABLE>
-----------
(1)  Based on the difference between the exercise price and the fair market 
value (the closing price of $3.00 reported by the Nasdaq SmallCap Market on 
December 31, 1998).

DIRECTOR COMPENSATION
---------------------

      Directors do not currently receive any cash compensation for serving on 
the Board of Directors.  Directors are eligible to participate in the 
Company's stock option plans.  The Company granted J. Sherman Henderson and 
Vinay Sharma each options to purchase 100,000 shares of common stock with an 
exercise price of $3.81.  These options were later repriced to an exercise 
price of $1.00.  The Company also granted options to purchase 200,000 shares 
of common stock to Mark M. Laisure with an exercise price of $1.00.

EMPLOYMENT AGREEMENTS
---------------------

      The Company entered into a three-year employment agreement with Ben 
Neman, the Company's then Chairman of the Board, Chief Executive Officer and 
President, effective December 1996, which was automatically renewable and 
provided for an annual base salary of $72,000 per year and bonus as 
determined by the Board of Directors. The agreement provided that in the 
event of termination without cause or as a result of a change in control, Mr. 
Neman would receive a severance payment equal to his base compensation 
through the term of the agreement. In November 1998, the Company entered into 
a new employment agreement with Mr. Neman (the "Neman Agreement") that 
superseded the prior employment agreement. Pursuant to the Neman Agreement, 
Mr. Neman will serve as the Chairman of the Board and President of the 
Company, but will no longer serve as its Chief Executive Officer. Mr. Neman 
will receive an annual salary of $72,000 and may receive bonuses as 
determined by the Board of Directors. The term of the Neman Agreement will 
expire in November 2001; provided, however, that the Neman Agreement may be 
earlier terminated by the Company under certain circumstances. Upon a 
termination without cause as defined in the Neman Agreement, the Company will 
make a severance payment to Mr. Neman of $500,000.

      The Company entered into a two-year employment agreement with Stephen 
Jarrett, effective January 1998, for employment as Vice President of Business 
Development with automatic renewals for successive one year periods, unless 
either party gives notice otherwise.  Under the agreement, Mr. Jarrett will 
receive a salary of $120,000 per year and incentive bonuses/commissions based 
on quantity purchase criteria.  

                                       5
<PAGE>


STOCK OPTION PLANS
------------------

      In October 1996, the Company adopted the 1996 Stock Option Plan, as 
amended (the "1996 Plan"), and in February 1998 the Company adopted the 1998 
Stock Option Plan, as amended (the "1998 Plan"), pursuant to which 460,000 
and 540,000 shares of common stock, respectively, are currently authorized 
for issuance upon the exercise of options designated as either (1) options 
intended to constitute incentive stock options under the Internal Revenue 
Code of 1986, as amended or (2) non-qualified options. Under the 1996 Plan 
and the 1998 Plan, incentive stock options may be granted to employees and 
officers of the Company. Non-qualified options may be granted to consultants, 
directors (whether or not they are employees), employees or officers of the 
Company.

REPRICING OF OPTIONS
--------------------

      The following table sets forth certain information concerning the 
repricing of the options of any executive officer during the last ten fiscal 
years:

<TABLE>
<CAPTION>

                                         Ten-Year Option Repricings

                                                                                     Length
                           Number of                                                 of Original
                           Securities     Market Price    Exercise                   Option Term
                           Underlying     of Stock at     Price at     New           Remaining at
                           Options        Time of         Time of      Exercise      Date of
Name               Date    Repriced(#)    Repricing($)    Repricing    Price         Repricing
---------------    -----   ------------   -------------   ----------   -----------   ---------------
<S>              <C>         <C>             <C>           <C>           <C>          <C>
Stephen Jarrett  10/14/98    50,000          1.25          $4.375        $1.00        9.2 years

</TABLE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
-----------------------------------------------------------

      During the fiscal year ended December 31, 1998, the full Board of 
Directors decided all matters related to compensation, with the exception of 
the grant of options to executive officers under the Company's stock option 
plans.  Vinay Sharma and J. Sherman Henderson are the members of the 
committee administering these grants under the stock option plans.  During 
1998, two directors participated in deliberations on executive compensation 
while they also served as executive officers:  Ben Neman (Chairman of the 
Board, President and Chief Executive Officer until November 1998) and James 
Bunting (Chief Operating Officer, Executive Vice President and director until 
March 1998).  There are no interlocks between the Company and other entities 
involving the Company's executive officers and directors who served as 
executive officers or board members of other entities.

REPORT OF THE BOARD OF DIRECTORS ON EXECUTIVE COMPENSATION
----------------------------------------------------------

      The full Board of Directors decided all matters related to the 
compensation of the executive officers of the Company, except for grants of 
options to executive officers under the Company's stock option plans that 
were made after formation of a committee to oversee such grants.  The current 
Board of Directors consists of Ben Neman, John Swinehart, Vinay Sharma, Stephen 

                                       6
<PAGE>


Jarrett, J. Sherman Henderson and Mark M. Laisure. Messrs. Swinehart and 
Laisure became directors in November 1998, Mr. Jarrett became a director in 
March 1998 and Mr. Henderson became a director in February 1998. Mr. Neman 
serves as the Chairman of the Board and President of the Company. Mr. 
Swinehart serves as the Chief Executive Officer of the Company. Mr. Jarrett 
serves as Executive Vice President of the Company.

      The Company entered into a three-year employment agreement with Ben 
Neman, the Company's then Chairman of the Board, Chief Executive Officer and 
President, effective December 1996 (the "1996 Agreement"). Mr. Neman's 
compensation for 1997 was governed by such agreement, which agreement was 
superseded by a new three-year employment agreement in November 1998. Under 
the 1996 Agreement, Mr. Neman received an annual salary of $72,000 per year 
and such bonus as determined by the Board of Directors. In determining the 
salary and bonus for the Chief Executive Officer, the Board of Directors 
based its decisions upon the performance of the Company, as well as a review 
of the performance of the Chief Executive Officer. During 1998, the Company 
performed substantially below its performance during 1997, and the Board of 
Directors did not award any bonus to Mr. Neman for 1998. Mr. Neman did not 
participate in any decisions by the Board of Directors concerning his 
compensation.

      The Company entered into a three-year employment agreement with James 
Bunting, the Company's then Chief Operating Officer and Executive Vice 
President, effective July 1996. Mr. Bunting's compensation for 1998 was 
governed  by agreement, which provided for an annual salary of $70,000 per 
year and such bonus as determined by the Board of Directors. In determining 
the salary and bonus for the Chief Operating Officer, the Board of Directors 
based its decisions upon the performance of the Company, as well as a review 
of the performance of the Chief Operating Officer. During 1998, the Company 
performed substantially below its performance during 1997, and the Board of 
Directors did not award Mr. Bunting any bonus for 1998. Mr. Bunting did not 
participate in any decisions by the Board of Directors concerning his 
compensation. In March 1998, Mr. Bunting's employment as Chief Operating 
Officer and Executive Vice President terminated and he resigned from the 
Board of Directors.

      The Company entered into a three-year employment agreement with John C. 
Snyder II, the Company's then Chief Financial Officer and Vice President, 
effective April 1997. Mr. Snyder's compensation for 1997 was governed by such 
agreement, which provided for an annual salary of $70,000 per year and an 
annual bonus of $50,000. In providing for this salary and bonus for the Chief 
Financial Officer, the Board of Directors based its decisions upon the market 
rate of compensation for chief financial officers in similarly situated 
companies and upon the experience and qualifications of Mr. Snyder. In March 
1998, Mr. Snyder's employment as Chief Financial Officer terminated.

      The Company entered into a two-year employment agreement with Stephen 
Jarrett, effective January 1998, for employment as Vice President of Business 
Development with automatic renewals for successive one year periods, unless 
either party gives notice otherwise.  Under the agreement, Mr. Jarrett will 
receive a salary of $120,000 per year and incentive bonuses/commissions based 
on quantity purchase criteria.  The repricing of the exercise price for 
50,000 of Mr. Jarrett's options on October 14, 1999 from $4.375 to $1.00 was 
intended to provide an appropriate incentive to Mr. Jarrett, because the 
Board of Directors believed his salary was below the comparable industry 
level.

      The Company believes that equity ownership by executive officers 
provides incentive to build stockholder value and aligns the interests of 
executive

                                       7
<PAGE>


officers with the interests of stockholders. Upon the hiring of executive 
officers and other key employees, the Board of Directors will typically 
recommend stock option grants to those persons under the Company's stock 
option plans, subject to applicable vesting periods. Thereafter, the Board of 
Directors will consider awarding grants on a periodic basis. The Board of 
Directors believes that these additional grants will provide an incentive for 
executive officers to remain with the Company. Generally, options will be 
granted at the market price of the common stock on the date of grant and, 
consequently, will have value only if the price of the common stock increases 
over the exercise price. In determining the size of the periodic grants, the 
Board of Directors will consider various factors, including the amount of any 
prior option grants, the executive's or employee's performance during the 
current fiscal year and his or her expected contributions during the 
succeeding fiscal year.

      Section 162(m) of the Code, enacted in 1993, generally disallows a tax 
deduction to publicly held companies for compensation exceeding $1 million 
paid to certain of the corporation's executive officers. However, 
compensation which qualifies as "performance-based" is excluded from the $1 
million limit if, among other requirements, the compensation is payable upon 
attainment of pre-established, objective performance goals under a plan 
approved by the stockholders.

      The compensation paid to the Company's executive officers for the year 
ended December 31, 1998 fiscal year did not exceed the $1 million limit per 
officer, nor is it expected that the compensation to be paid to the Company's 
executive officers for 1999 will exceed that limit. Because it is very 
unlikely that the cash compensation payable to any of the Company's executive 
officers in  the foreseeable future will approach the $1 million limit, the 
Board of Directors has decided at this time not to take any action to limit 
or restructure the elements of cash compensation payable to the Company's 
executive officers. The Board of Directors will continue to monitor the 
compensation levels potentially payable under the Company's cash compensation 
programs, but intends to retain the flexibility necessary to provide total 
cash compensation in line with competitive practice, the Company's 
compensation philosophy and the Company's best interests.

      The foregoing report on executive compensation is provided by the Board 
of Directors:  Ben Neman,  John Swinehart, Vinay Sharma, Stephen Jarrett, J. 
Sherman Henderson and Mark M. Laisure.

PERFORMANCE GRAPH
-----------------

      The chart below sets forth a line graph comparing the performance of 
the Company's common stock against Nasdaq Market Index and the Media General 
Financial Service's Electronics Wholesale Index ("MG Group Index") for the 
period from December 18, 1996 (the date on which the market price of the 
Company's shares was first quoted by the Nasdaq SmallCap Market following the 
Company's initial public offering) through December 31, 1998. The indices 
assume that the value of an investment in the Company's common stock and each 
index was 100 on December 18, 1996 and that dividends, if any, were 
reinvested.

                               [GRAPHIC OMITTED]

                                       8
<PAGE>

<TABLE>
<CAPTION>

                            12/18/96      12/31/96      12/31/97      12/31/98 
--------------------------------------------------------------------------------
   <S>                        <C>           <C>           <C>           <C>
   Intellicell Corp.          100.00        111.32         75.47         45.28 
--------------------------------------------------------------------------------
   MG Group Index             100.00        100.00        108.94         89.74 
--------------------------------------------------------------------------------
   Nasdaq Market Index        100.00        100.00        122.32        172.52 
--------------------------------------------------------------------------------

</TABLE>

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The following table sets forth certain information regarding the 
beneficial ownership of the Company's common stock as of March 26, 1999, by 
(i) each person who is known by the Company to own beneficially more than 5% 
of the Company's outstanding common stock; (ii) each named executive officer; 
(iii) each of the Company's directors; and (iv) all executive officers and 
directors of the Company as a group.


<TABLE>
<CAPTION>
                                                  Amount and
                                                  Nature of
                                                  Beneficial       Percent of
   Name and Address(1)                            Ownership        Ownership(10)
-------------------------------------------     ----------------   ------------
<S>                                               <C>                  <C> 
Ben Neman...................................      1,816,764(2)         26.2%
John Swinehart...............................       200,000(3)          2.8%
Stephen Jarrett.............................         16,667(4)          0.2% 
Vinay Sharma................................        100,000(5)          1.4% 
J. Sherman Henderson........................        120,000(6)          1.7% 
Mark M. Laisure.............................        200,000(7)          2.8% 
Paul Skjodt.................................      1,116,667(8)         15.7% 
All executive officers and directors
 as a group (9 persons).....................      2,453,431(9)         31.7% 

</TABLE>

-----------
(1)   Unless otherwise indicated, the address of each stockholder is c/o the 
Company at 9314 Eton Avenue, Chatsworth, California 91311.

(2)   Includes 217,000 shares of outstanding common stock, which are 
transferable to Meir Abramov (Vice President of the Company), upon the 
exercise of stock options granted to Mr. Abramov by Mr. Neman.  Includes 
8,000 shares issuable upon the exercise of currently exercisable stock 
options, and excludes 4,000 shares issuable upon the exercise of stock 
options, which will not be exercisable within 60 days of March 26, 1999.

(3)   Includes 200,000 shares issuable upon the exercise of currently 
exercisable stock options. 

(4)  Includes 16,667 shares issuable upon the exercise of currently 
exercisable stock options, and excludes 83,333 shares issuable upon the 
exercise of stock options, which will not be exercisable within 60 days of 
March 26, 1999.

(5)  Includes 100,000 shares issuable upon the exercise of currently 
exercisable stock options.

(6)  Includes 100,000 shares issuable upon the exercise of currently 
exercisable stock options, and excludes 10,000 shares issuable upon the 
exercise of warrants, which will not be exercisable within 60 days of March 
26, 1999.  Mr. Henderson's address is 9931 Corporate Campus Drive, 
Louisville, Kentucky 40223.

                                       9
<PAGE>

(7)  Includes 200,000 shares issuable upon the exercise of currently 
exercisable stock options. 

(8)  Includes 200,000 shares issuable upon the exercise of currently 
exercisable stock options.  Mr. Skjodt's address is 25 West 9th Street, 
Indianapolis, Indiana 96204.

(9)  Includes 824,667 shares issuable upon the exercise of currently 
exercisable options and warrants, and excludes 297,333 shares issuable upon 
the exercise of stock options and warrants, which will not be exercisable 
within 60 days of March 26, 1999.

(10) Based on 6,915,902 shares of common stock outstanding on March 26, 1999. 
 Shares issuable pursuant to currently exercisable stock options or warrants 
are added to the number of outstanding shares for the purpose of calculating 
each individual's percentage of ownership.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      Cellular Specialists, a company controlled by Mr. Neman's brother, is a 
customer of the Company.  For the year ended December 31, 1998, the Company 
sold $307,696 of wireless products to this Company.  As of March 15, 1999, 
$119,000 remains unpaid and is over 300 days past due.

      Digicell International Inc. ("Digicell"), a company controlled by two 
of Mr. Neman's cousins, is a customer and a supplier to the Company. For the 
year ended December 31, 1998, the Company sold to Digicell $1,577,000 and 
purchased from Digicell $817,000 of cellular products on terms no less 
favorable to the Company than could be obtained from an unaffiliated third 
party.

      Vinay Sharma, a director of the Company, is a partner with the law firm 
Sharma & Herron, one of the Company's attorneys. The Company paid the firm 
approximately $28,518 during the year ended December 31, 1998, for legal 
services rendered. In March 1998, options to purchase an aggregate of 100,000 
shares of common stock at $3.81 per share were granted to Mr. Sharma under 
the 1998 stock option plan and later repriced to $1.00 per share.  At the 
time, options to purchase 50,000 shares of common stock (3,000 shares at 
$5.00 granted in 1996, and 47,000 shares at $8.25 granted in 1997) under the 
1996 stock option plan were canceled.

                                       10
<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 amendment no. 1 to 
the annual report to be signed on its behalf by the undersigned, thereunto 
duly authorized.

                                         INTELLICELL CORP

Dated: April 29, 1999

                                         By: /s/ MICHAEL HEDGE
                                         ----------------------------
                                         Michael Hedge
                                         Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this 
amendment has been signed below by the following persons on behalf of the 
registrant and in the capacities and on the dates indicated.


/s/ MICHAEL HEDGE          Chief Executive Officer, Director     April 29, 1999
-----------------------
Michael Hedge

/s/ JOHN SWINEHART        Chief Operating Officer and           April 29, 1999
----------------------    Chairman of the Board
John Swinehart

/s/ STEPHEN R. JARRETT    Director                              April 29, 1999
----------------------
Stephen R. Jarrett

/s/ DAVID M. KANE         Chief Financial Officer (Principal    April 29, 1999
---------------------     Financial and Accounting Officer)
David M. Kane


                          Director                              
------------------------
J. Sherman Henderson

/s/ VINAY SHARMA          Director                              April 29, 1999
----------------------
Vinay Sharma

/s/ MARK M. LAISURE       Director                              April 29, 1999
----------------------
Mark M. Laisure



                                       11