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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
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Date of Report: December 7, 1998
Cellcom Corp.
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(Exact name of registrant as specified in its charter)
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Delaware 0-13615 06-1106964
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(State or other jurisdiction (Commission (IRS Employer
or incorporation) File Number) Identification No.)
520 South Fourth Street, Las Vegas, Nevada 89101
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(Address of principal executive offices) (Zip Code)
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Registrant's telephone number, including area code (973)812-7425
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(Former Name Or Former Address, If Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountants
(a) Effective December 3, 1998, Bradshaw, Smith & Co. ("BSC") has been
engaged as Registrant's independent accountants for the 1998 fiscal year. The
change in the independent accountants has been approved by Registrant's Board of
Directors.
(b) Upon the engagement of BSC, the Registrant dismissed Arthur
Anderson LLP (the "Former Accountants"), its independent accountant for the year
ended September 30, 1997 ("Fiscal 1997").
(c) For the audit of the financial statements of Registrant for Fiscal
1997, there were no disagreements on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which
if not satisfactorily resolved would have caused the Former Accountants to make
reference to such matter in its report. Through December 3, 1998, there were no
disagreements on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure with the Former
Accountants. The Former Accountants' report on the financial statements for
Fiscal 1997 did not contain an adverse opinion or disclaimer of opinion, nor was
it qualified as to uncertainty, audit scope, or accounting principles. The
Former Accountants' report for Fiscal 1997 contained a modified opinion with an
explanatory paragraph stating that the financial statements have been prepared
on a going concern basis. As discussed in Note 6 to the consolidated financial
statements, the Company has experienced significant losses, resulting in a
deficit equity position. The Company's financial position and operating results
raise 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
consolidated financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
(16) Former Accountants' Letter re Change in Certifying Accountant.*
* To be filed by amendment.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CELLCOM CORP.
By: /s/ David A. Obal
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David A. Obal,
Chief Financial and
Accounting Officer
Dated: December 7, 1998
