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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 15)
Cellcom Corp.
(Name of Issuer)
Common Stock. $.001 par value
(Title of class of securities)
151154309
(CUSIP Number)
with copy to: Jack Becker, Esq.
Jay H. Brown Snow Becker Krauss P.C.
520 South Fourth Street 605 Third Avenue
Las Vegas, Nevada 89101 New York, New York 10158
(702) 384-5563 (212) 687-3860
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
December 26, 1995
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13D-l(b)(3) or (4), check the following box [ ].
Check the following box if a fee is being paid with this statement [ ].
Page 1 of 5 pages
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SCHEDULE 13D
CUSIP No. 151154309 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Jay H. Brown
###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) / /
(b) / / See Item 5
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
PF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
2,698,441
NUMBER OF ----------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ----------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 2,698,441
WITH
----------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,715,441 shares
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXLUDES CERTAIN SHARES
/ /
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.5%
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14 TYPE OF REPORTING PERSON
PN
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Page 3 of 5 Pages
Item 1. Security and Issuer.
This Statement relates to the shares of Common Stock, par
value $.001 per share (the "Shares") of Cellcom Corp.(the "Issuer"). The
principal place of business of the Issuer is 6273 South Industrial Road, Las
Vegas, Nevada 89118.
Item 2. Identity and Background.
This Statement is being filed on behalf of Jay H. Brown (the
"Reporting Person"), whose address is 520 South Fourth Street, Las Vegas, Nevada
89101. The Reporting Person is Chief Executive Officer and a Director of the
Issuer.
During the past five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the past five years, the Reporting Person has not been
a party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgement decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, Federal or
State securities laws or finding any violation with respect to such laws.
The Reporting Person is a citizen of the United States of
America.
Item 3. Source and amount of Funds or Other Consideration.
The Reporting Person initially purchased the shares of the
Issuer's Common Stock for the total consideration $134,480. In December 1995,
the Reporting Person acquired and additional 100,000 shares of the Issuer's
Common Stock in consideration for payment of $2,000. The Reporting Person
purchased the Common Stock utilizing his personal funds.
Item 4. Purpose of Transaction.
The Reporting Person is the President and a Director of the
Issuer. The Reporting Person acquired substantially all the shares of the
Issuer's Common Stock shortly after inception of the Issuer in October 1983.
Item 5. Interest in Securities of the Issuer.
Mr. Brown may be deemed to beneficially own 2,715,441 Shares,
or approximately 23.5% of the issued and outstanding shares of
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Page 4 of 5 Pages
Common Stock of the Issuer. Such Shares include 17,000 shares owned or record by
Mr. Brown's wife. Mr. Brown possesses sole voting and dispositive power with
respect to the remaining 2,698,441 Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to Securities of the Issuer. None.
Item 7. Material to be Filed as Exhibits.
Exhibit 99 - Prior Transactions During the Last Sixty Days with
Respect to the Securities of Cellcom Corp. Effectuated by Jay H.
Brown and Not Previously Reported by Mr. Brown on Schedule 13D.
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Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in the statement is true, complete and
correct.
Dated: July 15, 1996 /s/ Jay H. Brown
----------------
Jay H. Brown
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EXHIBIT INDEX
Exhibit No. Description
99 Prior Transactions During the last Sixty Days
With Respect to the Securities of Cellcom Corp.
Effectuated by Jay H. Brown and not Previously
Reported by Mr. Brown
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EXHIBIT 99
PRIOR TRANSACTIONS DURING THE LAST SIXTY DAYS
WITH RESPECT TO THE SECURITIES OF CELLCOM
CORP. EFFECTUATED BY JAY H.
BROWN AND NOT PREVIOUSLY REPORTED BY MR.
BROWN ON SCHEDULE 13D
<TABLE>
<CAPTION>
<S> <C> <C>
Date Securities Acquired(1) Price Paid
December 26, 1995 100,000 $.02
</TABLE>
(1) Represents transactions effectuated in the over-the-counter market.
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