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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 17)
CELLCOM CORP.
(Name of Issuer)
Common Stock. $.001 par value
(Title of Class of Securities)
151154309
(CUSIP Number)
Jack Becker, Esq.
Snow Becker Krauss P.C.
605 Third Avenue, New York, New York 10158-0125
(212) 687-3860
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
June 2, 1998
(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-1(b)(3) or (4), check the following box [ ].
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SCHEDULE 13D
CUSIP No 151154309
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Jay H. Brown
###-##-####
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [X]
3) SEC USE ONLY
4) SOURCE OF FUNDS
PF
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7) SOLE VOTING POWER
3,942,744
NUMBER 8) SHARED VOTING POWER
OF SHARES
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 3,942,744
REPORTING
PERSON WITH 10) SHARED DISPOSITIVE POWER
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,942,744
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
23.8%
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14) TYPE OF REPORTING PERSON
IN
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Item 1. Security and Issuer.
This Statement relates to shares of common stock, $.001 par value (the
"Common Stock"), of Cellcom Corp., a Delaware corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 520 South Fourth
Street, Las Vegas, NV 89101.
Item 2. Identity and Background.
(a) This Statement is filed on behalf of Jay H. Brown (the "Reporting
Person").
(b) The residence address of the Reporting Person is 1801 Waldman
Avenue, Las Vegas, NV 89102.
(c) The principal occupation of the Reporting Person is a practicing
lawyer and business entrepreneur. The Reporting Person is the Chairman of the
Board of Directors and Chief Executive Officer of the Issuer.
(d) During the last five years, the Reporting Person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last 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 judgment, 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.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person acquired 733,333 shares of Common Stock directly
from the Company for cash in a private transaction in the amount of $11,000. The
transaction was consummated on June 2, 1998.
Item 4. Purpose of Transaction.
The Reporting Person acquired the additional shares of Common Stock for
investment purposes only and not with a view to their resale or distribution.
Absent any change in personal circumstances, the Reporting Person intends to
maintain his equity position in the Issuer.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 3,942,744 shares of Common
Stock, representing approximately 23.8% of the outstanding shares of Common
Stock of the Issuer.
(b) The Reporting Person has sole voting and dispositive power with
respect to
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3,942,744 shares of Common Stock.
(c) The Reporting Person has not, in the past sixty days, engaged in
any other transactions involving shares of Common Stock of the Issuer.
(d) and (e) N/A.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A
Item 7. Material to be Filed as Exhibits.
N/A
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: August 4, 1998 /s/ Jay H. Brown
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Jay H. Brown
