UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

(Mark One)

[X]  Quarterly  report under Section 13 or 15(d) of the Securities  Exchange Act
     of 1934

     For the quarterly period ended March 31, 1997

                                       OR

[ ]  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 1-12571

                                INTELLICELL CORP.

DELAWARE                                                              95-4467726
(State of incorporation or organization)       (IRS Employer Identification No.)

6929 Hayvenhurst Ave., Van Nuys California                                 91406
(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code                (818) 906-7777

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 and (2) has been subject to such filing requirements for
the past 90 days. Yes X No___

As of May 30, 1997, there were 4,415,902 shares of the registrant's Common Stock
oustanding.


<PAGE>


PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

                                Intellicell Corp.
                                 Balance Sheets

<TABLE>
<CAPTION>
                                                           December 31,    March 31,
                                                              1996           1997
                                                         ----------------------------
                                                                          (Unaudited)
<S>                                                      <C>             <C>         
Assets
Current assets:
Accounts receivable, net of allowance for
     doubtful accounts of $428,000 and $447,000          $  6,287,000    $ 11,904,000
 Inventories, net of reserve of $442,000 and $483,000       6,437,000       7,025,000
 Note receivable                                              337,000          67,000
 Other receivables                                            500,000         729,000
 Deposits for purchase of inventory                         1,443,000       1,955,000
 Deferred tax asset                                           353,000         608,000
 Prepaid expenses and other current assets                    268,000         202,000
                                                         ----------------------------
     Total current assets                                  15,625,000      22,490,000
                                                         ----------------------------

Property and equipment, net of accumulated
     depreciation of $36,000 and $47,000                      156,000         196,000
Goodwill, net of accumulated amortization of $13,000
     and $15,000                                               87,000          85,000
Deferred financing costs, net of accumulated
     amortization of $58,000 and $87,000                      118,000          89,000
Other asset                                                    39,000          40,000
                                                         ----------------------------
     Total assets                                        $ 16,025,000    $ 22,900,000
                                                         ============================

Liabilities and Stockholders' Equity
Current liabilities:
Bank overdraft                                           $  1,012,000    $  2,961,000
Revolving credit facility                                        --         2,185,000
Accounts payable                                            5,994,000       6,987,000
Accrued expenses                                              187,000         976,000
                                                         ----------------------------
     Total current liabilities                              7,193,000      13,109,000

Deferred tax liability                                         23,000          23,000
                                                         ----------------------------
     Total liabilities                                      7,216,000      13,132,000

Commitments and contingencies

Stockholders' equity
Preferred stock -$.01 par value, 1,000,000 shares
     authorized and none issued                                  --              --   
Common stock -$.01 per value, 15,000,000 shares
     authorized, 4,217,464 and 4,517,464 shares issued
     and outstanding                                           42,000          45,000
Additional paid-in capital                                  8,925,000      10,263,000
Retained earnings (deficit)                                   296,000         (86,000)
Due from officer                                             (454,000)       (454,000)
                                                         ----------------------------
Total stockholders' equity                                  8,809,000       9,768,000
                                                         ----------------------------
Total liabilities and stockholders' equity               $ 16,025,000    $ 22,900,000
                                                         ============================
</TABLE>

                See accompanying notes to financial statements.


                                       2

<PAGE>


                                Intellicell Corp,
                            Statements of Operations
                                   (Unaudited)


                                                For The 3 Months Ended March 31,
                                                --------------------------------
                                                      1996              1997
                                                --------------------------------

Net Sales                                          $ 22,288,000    $ 21,782,000

Cost of sales                                        21 336,000      20,490,000
                                                --------------------------------

Gross profit                                            952,000       1,292,000

Selling, general and administrative expenses            651,000         967,000

Non-recurring legal and auditing fees                      --           900,000
                                                --------------------------------

Income (loss) from operations                           301,000        (575,000)

Other income (expenses):
     Interest                                           (55,000)        (67,000)
     Other income                                         4,000           6,000
                                                --------------------------------
Income (loss) before income tax benefit                 250,000        (636,000)

Income tax benefit                                         --           254,000
                                                --------------------------------
Net income (loss)                                  $    250,000    $   (382,000)
                                                ================================

Pro forma amounts:
Income (loss) before income taxes                  $    250,000    $   (636,000)

Income tax (expense) benefit                           (100,000)        254,000
                                                --------------------------------
Net  income(loss)                                  $    150,000    $   (382,000)
                                                ================================
Earnings (loss) per share                          $       0.07    $      (0.O8)
                                                ================================

Weighted average number of common shares
     outstanding                                      2,195,810       4,507,464

                See accompanying notes to financial statements.

                                       3
<PAGE>

                                            
                                Intellicell Corp.
                            Statements of Cash Flows
                                   (Unaudited)

<TABLE>
<CAPTION>
Increase (Decrease) in Cash                                                                       For the 3 Months Ended March 31,
                                                                                                  --------------------------------
                                                                                                    1996                    1997
                                                                                                  --------------------------------
<S>                                                                                            <C>                      <C>         
Cash flows from operating activities:
Net Income (loss)                                                                              $   250,000              $  (382,000)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
     Depreciation and amortization                                                                   4,000                   42,000
     Provision for doubtful accounts                                                                72,000                   19,000
     Provision for inventory reserves                                                                8,000                   41,000
     Change in net deferred tax asset                                                                 --                   (255,000)
     Changes in operating assets and liabilities:
       (Increase) in accounts receivable                                                        (1,344,000)              (5,636,000)
       (Increase) in inventory                                                                    (160,000)                (629,000)
       (Increase) in deposits for purchases of inventory                                              --                   (512,000)
       (Increase) in other receivables                                                                --                   (229,000)
       (Increase) decrease in prepaid expenses and
       other current assets                                                                       (157,000)                  66,000
       (Increase) in other assets                                                                     --                     (1,000)
       Increase in accounts payable and accrued expenses                                         2,169,000                1,782,000
                                                                                                 ----------------------------------
Net cash provided by (used in) operating activities                                                842,000               (5,694,000)
                                                                                                 ----------------------------------
Cash flows from investing activities:
     Loans to employees and third parties                                                          211,000                     --
     Repayments of note receivable                                                                    --                    270,000
     Advances to officers                                                                          137,000                     --
     Acquisition of fixed assets                                                                   (11,000)                 (51,000)
                                                                                                 ----------------------------------
Net cash provided by investing activities                                                          337,000                  219,000
                                                                                                 ----------------------------------
Cash flows from financing activities:
     Bank overdraft                                                                                (96,000)               1,949,000
     Deferred financing costs                                                                      (45,000)                    --
     Proceeds from line of credit, net                                                                --                  2,185,000
     Proceeds from sale of common stock                                                               --                  1,341,000
     Payments on loan payable                                                                     (648,000)                    --
                                                                                                 ----------------------------------
Net cash provided by (used in) financing activities                                               (789,000)               5,475,000
                                                                                                 ----------------------------------
Net increase in cash                                                                               390,000                     --
Cash - beginning of period                                                                            --                       --
                                                                                                 ----------------------------------
Cash - end of period                                                                           $   390,000              $      --
                                                                                                 ==================================
     Supplemental  Dislosures of Cash Flow Information
     Cash paid during the period for:
     Interest                                                                                  $    55,000              $    67,000
     Income  taxes                                                                                    --                     20,000
</TABLE>


                See accompanying notes to financial statements.

                                                 
                                       4


<PAGE>







                                INTELLICELL CORP.
                          Notes to Financial Statements
                                   (Unaudited)

Note 1. Company's Quarterly Report Under Form 10-Q

     The  accompanying  unaudited  financial  statements  have been  prepared in
accordance with generally accepted  accounting  principles for interim financial
statements  and with the  instructions  set  forth in  Securities  and  Exchange
Commission ("SEC") regulations.  In the opinion of Management,  the accompanying
financial  statements  include all  adjustments  consisting of normal  recurring
accruals  necessary to present  fairly the financial  statements of  Intellicell
Corp. for the periods presented.  The accompanying  financial information should
be read in  conjunction  with the  Company's  Annual Report on Form 10-K for the
year ended December 31, 1996. Footnote disclosures that substantially  duplicate
those in the Company's Annual Audited Report on Form 10-K, including significant
accounting policies,  have been omitted. The results of operations for the three
months ended March 31, 1997, are not necessarily indicative of the results to be
expected for the full fiscal year.


Note 2. Non-recurring Legal and Auditing Fees

     During 1997 and in  connection  with the audit of the  Company's  financial
statements for the year ended  December 31, 1996 (see,  SEC Form 10-K,  Item 9),
the Company incurred non-recurring expenses of approximately $900,000 consisting
primarily  of  professional  fees,  including  the fees of its prior and current
independent  auditor,  fees of special counsel and a special auditor retained by
the  Company's  Audit  Committee.  Such fees were  expensed in the quarter ended
March 31, 1997.

Note 3. Contingent Liabilities

     In October 1996, an action was filed against the Company seeking a judgment
to cancel the Company's trademark  registration for the name "Intellicell".  The
action is in a  preliminary  stage and the  Company is unable to  determine  the
outcome of the action.  Although the Company  intends to vigorously  defend this
action,  there can be no assurance that such action will be resolved in a manner
favorable to the Company. The probability of an unfavorable outcome and range of
possible loss, if any cannot be determined.

Note 4.  Common Stock

     In December  1996, the Company  consummated  an initial public  offering of
2,000,000  shares of Common Stock and received  proceeds of  $8,047,000  (net of
underwriting discounts and commissions and expenses of the offering). In January
1997, the managing underwriter  exercised an overallotment option to purchase an
additional 300,000 shares, resulting in net proceeds of $ 1,341,000.

     In  December  1996,  $1,000,000  principal  amount  of a note  payable  was
converted  into  223,464  shares of  Common  Stock.  In  addition,  the  Company
repurchased  36,000  shares of Common  Stock  from the  Company's  President  in
cancellation  of $180,000  due from such  officer.  In May 1997,  the  President
repaid  excess  S  corporation  distributions  in  the  amount  of  $454,000  by
delivering 101,562 shares of Common Stock to the Company for cancellation.  As a
result,  the Company  reflected as "Due from  officer" the amount of $454,000 at
both December 31, 1996 and March 31, 1997.

                                       5

<PAGE>

Note 5. Pro forma Income Taxes (Benefit)-Unaudited

     As a result of the  Company's S  corporation  status  which  terminated  in
December 1996,  the financial  statements do not include a provision for federal
and state income  taxes for the period ended March 31, 1996.  As a result of the
initial  public  offering  the S  corporation  election was  terminated  and the
Company became subject to federal and state income taxes. Accordingly, pro forma
net income in the  accompanying  statements  of  operations  includes  pro forma
adjustments  for  income  taxes  which  would  have  been  provided  had  the  S
corporation election not been in effect.


Safe Harbor  statement  under the Private  Securities  Litigation  Reform Act of
1995:  The  statements  which  are not  historical  facts  are  forward  looking
statements that involve risks and  uncertainties.  The Company's  actual results
may  differ  materially  from the  results  discovered  in any  forward  looking
statement.

Item 2. Management's Discussion and Analysis of Financial Conditions and Results
        of Operations.

     Changes in Financial Condition

     The Company's financial condition remained relatively  consistent with past
quarters.  Total assets at March 31, 1997, increased by $6,875,000 from December
31, 1996, representing a 42.9% increase. Net assets (assets less liabilities) of
the Company  increased by $959,000 or 10.9% from  December 31, 1996,  reflecting
the net effect of the issuance of  additional  shares of the  Company's  capital
stock  amounting to  $1,341,000,  offset by a net loss for the first  quarter of
1997.

     At March 31, 1997, the Company's  working capital was $949,000 greater than
at December 31, 1996, as discussed in "Liquidity and Capital Resources" below.

     The  largest  increase  in assets was  $5,617,000,  or 89.3%,  in  accounts
receivable  from  December 31, 1996 to March 31, 1997.  The increase in accounts
receivable  was  primarily  the result of a relatively  large  increase in sales
activity  occurring  late in the  quarter.  At March  31,  1997,  the  Company's
allowance for doubtful  accounts  receivable was $447,000.  The Company believes
the  allowance  is  currently  adequate  for the size and nature of its accounts
receivable.  Delays  in the  collection  or  the  uncollectibility  of  accounts
receivable  could have an adverse effect on the Company's  liquidity and working
capital  position.  The  Company  is subject to credit  risks,  particularly  in
foreign  markets,  which could require the Company to increase its allowance for
doubtful  accounts.  The Company  attempts to minimize losses on credit sales by
closely monitoring its customers' creditworthiness.  The Company seeks to obtain
letters of credit or similar  security in connection  with open account sales to
customers located in foreign markets.

     Inventory and deposits for  purchases of inventory  increased by $1,100,000
or 14.0% from  December  31,  1996 to March 31,  1997.  At March 31,  1997,  the
Company's  inventory  reserve  was  $483,000,  which  the  Company  believes  is
currently adequate for obsolescence and net realizable value, given the size and
nature of its  inventories.  The  amounts the Company  will  ultimately  realize
could,  however,  differ  materially  from the amounts  estimated in arriving at
inventory reserves.

     At  December  31,  1996 and March 31,  1997,  the  Company  had  recorded a
deferred income tax asset of $353,000 and $608,000 with no valuation  allowance.
A deferred tax asset for the net  operating  loss  incurred for the three months
ended  March 31,  1997 in the amount of  $254,000  was  recorded  in the current
period.  The Company  believes it is more likely than not that the  deferred tax
asset will be realized.

                                       6

<PAGE>

     Total  liabilities  increased by $5,916,000 or 82.0% from December 31, 1996
to March 31, 1997,  consistent  with the  increased  level of  operations.  Bank
overdraft  increased  by  $1,949,000,  borrowings  under  the  revolving  credit
facility increased by $2,185,000 and accounts payable increased by $993,000 from
December  31,  1996 to March  31,  1997.  These  increases  are in line with the
increase in  inventories  and deposits for  purchases  of  inventories.  Accrued
expenses  increased by $789,000  from December 31, 1996 to March 31, 1997 and is
primarily the result of accruing non-recurring legal and auditing, fees incurred
in 1997,  associated with the independent audit of the financial  statements for
fiscal year ended December 31, 1996.

     Comparison of Operations

     Net sales for the three months ended March 31, 1997 decreased $506,000,  or
2.3%, from the prior  comparable  quarter.  Such decrease was the result of both
volume and price decreases.

     Gross profit increased by $340,000 or 35.7%, from the first quarter of 1996
to the first  quarter of 1997 and  increased as a  percentage  of net sales from
4.3% to 5.9% during these periods.  Such increase was primarily due to increased
volume discounts earned from manufacturers in the first quarter of 1997.

     Selling,  general and  administrative  expenses  increased by $316,000,  or
48.5%,  from the quarter  ended  March 31,  1996 to the quarter  ended March 31,
1997. As a percentage of sales,  selling,  general and  administrative  expenses
were 2.9% and 4.4% for the  quarters  ended March 31,  1996 and March 31,  1997,
respectively.   This  increase  was  primarily  attributable  to  the  Company's
anticipated  expanded  level of  operations  and was  evidenced in generally all
expense classifications.

     During  the  three  months  ended  March 31,  1997,  the  Company  incurred
non-recurring  legal and  auditing  fees  relating  to the  Company's  change in
auditors of $900,000,  including  the fees of its current and prior  independent
auditor, fees of special counsel and a special auditor retained by the Company's
Audit Committee of the Board of Directors.  These expenses were non-recurring in
nature.

     The  Company  incurred a loss from  operations  of  $575,000  for the three
months  ended March 31, 1997 as compared to income from  operations  of $301,000
for the three months ended March 31,  1996.  The Company  incurred a net loss of
$382,000  for the three months ended March 31, 1997 as compared to pro forma net
income of $150,000  for the three  months  ended March 31,  1996.  The loss from
operations and net loss for the three months ended March 31, 1997, are primarily
attributable to the non-recurring legal and auditing fees described above.

     Liquidity and Capital Resources

     The Company's  primary cash requirements have been to fund increased levels
of inventories and accounts receivable.  The Company has historically  satisfied
its working capital requirements  principally through cash flow from operations,
the issuance of equity securities and borrowings. At March 31, 1997, the Company
had working  capital of $9,381,000  compared to working capital of $8,432,000 at
December 31, 1996.

     Net cash used in operating  activities was $5,694,000 for the quarter ended
March 31,  1997,  as compared to net cash  provided by operating  activities  of
$842,000 for the three  months  ended March 31, 1996.  The increase in cash used
was  primarily  attributable  to the net loss and  increased  levels of accounts
receivable  with such increase  primarily the result of sales in March 1997. Net
cash  provided by investing  activities  was  $219,000 for the first  quarter of
1997,  primarily  related to the repayment of a note receivable,  as compared to
$337,000 for the first

                                       7

<PAGE>

quarter of 1996.  Net cash provided by financing  activities  was $5,475,000 for
the first quarter of 1997, as compared to net cash used in financing  activities
of  $789,000  for the  first  quarter  of  1996.  This  increase  was  primarily
attributable  to the proceeds from the exercise of an  over-allotment  option of
$1,341,000,  a bank  overdraft  position of $1,949,000 and the proceeds from the
Company's line of credit in the amount of $2,185,000.


PART II - OTHER INFORMATION

Item 1.   Legal Proceedings

     In October 1996, an action was filed against the Company seeking a judgment
to cancel the Company's trademark  registration for the name "Intellicell".  The
action is in a  preliminary  stage and the  Company is unable to  determine  the
outcome of the action.  Although the Company  intends to vigorously  defend this
action,  there can be no assurance that such action will be resolved in a manner
favorable to the Company.

Item 6.  Exhibits and Reports on Form 8-K.

     a) Exhibit 11 Computations of Earnings Per Share

     b) Exhibit 27 Financial Data Schedule

     c) No Reports on Form 8-K were filed during the three months ended March
31, 1997.



                                       8

<PAGE>


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


Intellicell Corp.


By /s/John C. Snyder II                    Dated: June 2, 1997
   ------------------------------
John C. Snyder II
Chief Financial Officer
and Duly Authorized Officer

                                       9