<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-QSB
{X} Quarterly Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended June 30, 2000
{ } Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Commission File Number 0-13615
-------
CELLCOM CORP.
-----------------------------------------------------------------
(Exact name of Small Business Issuer as specified in its charter)
Delaware 06-1106964
------------------------ ------------------------
(State of Incorporation) (IRS Employer ID Number)
520 South Fourth Street, Las Vegas, Nevada 89101
------------------------------------------------
(Address of principal executive offices)
(702) 474-9920
------------------------------------------------
(Issuer's telephone number, Including area code)
Check whether the Issuer: (1) has filed all reports to be filed by Section 13 or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such report(s), and (2) has been
subject to the filing requirements for at least the past 90 days.
X Yes _____ No
The issuer had 15,625,272 shares of Common Stock outstanding as of July 25,
2000.
Transitional Small Business Disclosure Format:
X Yes _____ No
<PAGE> 2
CELLCOM CORP. AND SUBSIDIARIES
FORM 10-QSB INDEX
<TABLE>
<CAPTION>
PAGE #
------
<S> <C>
PART I- FINANCIAL INFORMATION
Condensed Consolidated Balance Sheets as of
June 30, 2000 (Unaudited) and September 30, 1999........ 3
Condensed Consolidated Statements of Operations for
the Three Months Ended June 30, 2000 and 1999
(Unaudited).............................................. 4
Condensed Consolidated Statements of Operations for
the Nine Months Ended June 30, 2000 and 1999
(Unaudited).............................................. 5
Condensed Consolidated Statements of Cash Flows for the
Nine Months Ended June 30, 2000 and 1999 (Unaudited)..... 6
Notes to the Condensed Consolidated Financial
Statements (Unaudited)................................... 7
Management's Discussion and Analysis .................... 8
PART II- OTHER INFORMATION
Exhibits and Reports on Form 8-K......................... 9
Signatures............................................... 10
</TABLE>
2
<PAGE> 3
PART 1 - FINANCIAL INFORMATION
Item 1. Financial Statements
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
JUNE 30, 2000 (UNAUDITED) AND SEPTEMBER 30, 1999
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
06/30/00 09/30/99
-------- --------
<S> <C> <C>
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 3 $ 0
Accounts Receivable 2 5
Notes Receivable - Shareholders 50 0
-------- --------
TOTAL CURRENT ASSETS $ 55 $ 5
======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable 46 49
Taxes payable 0 0
-------- --------
TOTAL CURRENT LIABILITIES 46 69
-------- --------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY:
Common stock, $.001 par value;
100,000,000 shares authorized
and 15,625,272 shares issued
and outstanding 16 16
Additional paid-in capital 11,046 11,046
Accumulated deficit (11,053) (11,106)
-------- --------
TOTAL STOCKHOLDERS' EQUITY 9 (44)
-------- --------
TOTAL LIABILITIES AND STOCKHOLDERS'
EQUITY $ 55 $ 5
======== ========
</TABLE>
SEE NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
3
<PAGE> 4
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE THREE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
(Dollar amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Three Months Ended,
June 30,
-------------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CONTINUING OPERATIONS
General and administrative $ 12 $ 8
Interest Income 1 0
Gain on Sale of Securities 0 0
------------ ------------
NET LOSS $ (11) $ (8)
============ ============
LOSS PER SHARE:
NET LOSS PER SHARE (1) $ .00 $ .00
============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES: 15,625,272 15,625,272
============ ============
</TABLE>
(1) - Less than $.01 per share.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
4
<PAGE> 5
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
(Dollar amounts in thousands except per share amounts)
<TABLE>
<CAPTION>
Nine Months Ended,
June 30,
-----------------------------------
2000 1999
------------ ------------
<S> <C> <C>
CONTINUING OPERATIONS
General and administrative $ 29 $ 23
Interest income 3 0
Gain on Sale of Securities 79 0
------------ ------------
NET INCOME (LOSS) $ 53 $ (23)
============ ============
INCOME (LOSS) PER SHARE:
NET INCOME (LOSS) PER SHARE (1) $ .00 $ .00
============ ============
WEIGHTED AVERAGE NUMBER
OF SHARES: 15,625,272 15,625,272
========== ==========
</TABLE>
(1) - Less than $.01 per share.
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
5
<PAGE> 6
CELLCOM CORP. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
FOR THE NINE MONTHS ENDED JUNE 30, 2000 AND 1999 (UNAUDITED)
(Dollar amounts in thousands)
<TABLE>
<CAPTION>
Nine Months Ended,
June 30,
---------------------
2000 1999
---- ----
<S> <C> <C>
CASH FLOWS USED FOR OPERATING ACTIVITIES:
Net income (loss) $ 53 $(23)
Adjustments to reconcile net income
(loss) to net cash used for operating
activities:
Change in operating assets and liabilities:
Decrease in accounts receivable 3 0
Increase (decrease) in accounts payable (3) 13
---- ----
NET CASH PROVIDED BY (USED FOR)
OPERATING ACTIVITIES 53 (10)
---- ----
NET CASH USED FOR INVESTING ACTIVITIES
Loans to shareholders (50) 0
---- ----
NET CASH USED IN INVESTING ACTIVITIES (50) 0
---- ----
NET INCREASE (DECREASE) IN CASH
AND CASH EQUIVALENTS 3 (10)
---- ----
CASH AND CASH EQUIVALENTS
AT BEGINNING OF PERIOD 0 11
---- ----
CASH AND CASH EQUIVALENTS
AT END OF PERIOD $ 3 $ 1
==== ====
</TABLE>
SEE NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
6
<PAGE> 7
CELLCOM CORP. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
1. BASIS OF PRESENTATION
The financial information included herein has been prepared pursuant
to Statement of Position 90-7, "Financial Reporting by Entities in
Reorganization Under the Bankruptcy Code" ("SOP 90-7"). The
accompanying consolidated balance sheet distinguishes between
liabilities subject to compromise and liabilities not subject to
compromise pursuant to the Bankruptcy Code. The accompanying
consolidated financial statements of Cellcom Corp. and its
subsidiaries have been prepared on a going concern basis which
contemplates the realization of assets and the settlements of
liabilities and commitments in the ordinary course of business.
The financial information at June 30, 2000 and for the three months
and nine months ended June 30, 2000 are unaudited and reflect all
adjustments (that include only normal recurring adjustments) which
are, in the opinion of Management, necessary for a fair presentation
of the financial position, results of operations and cash flows for
interim periods.
2. PETITION FOR RELIEF UNDER CHAPTER 11
On April 16, 1992, the Company filed voluntary petitions for relief
under Chapter 11 of the United States Bankruptcy Code (the
"Petitions") in the United States Bankruptcy Court of the Southern
District of New York (the "Court"). Under Chapter 11, certain claims
against the Company in existence prior to the filing of the Petitions
for relief under the federal bankruptcy laws were stayed while the
Company continued its business operations as debtor-in-possession.
On August 20, 1993, the Company filed a Modified Consolidated Plan of
Reorganization (the "Plan") with the Court. The "Post Confirmation
Order" was dated and notice was given on October 7, 1993. The Plan
called for a consolidation of the Company and its subsidiaries for tax
and accounting purposes and the Company will continue to pursue
collection of contingent assets. Pursuant to the terms of the Plan,
the Company has settled all administrative, secured and priority
claims. All funds remaining after these distributions have been
distributed among the unsecured creditors and the Company.
7
<PAGE> 8
The Company has no operations. It is principally engaged in
controlling its assets (principally cash) and administering its
liabilities. The Company is in the process of evaluating potential
business opportunities which could be attained by merger or
acquisition. In Management's opinion, if the Company embarks on a new
business venture, no assurance can be given regarding the future
success of such a business due to all the attendant costs and risks
associated with starting or acquiring a new business.
3. SALE OF SECURITIES
On December 10, 1999, the Company sold its minority interest in
cellular phone company for $79,300. The minority interest had been
deemed worthless and written off in a prior year.
4. LOAN TO CELLCOM PRESIDENT
The Company loaned its President, Jay H. Brown, $50,000 on December
16, 1999. Interest is receivable monthly at 10% per annum, principal
is due in full on or before September 15, 2000. As of June 30, 2000,
interest has accrued in the amount of $205. The loan to Mr. Brown, as
well as the interest accrued, is recorded as Notes Receivable -
Shareholders on the Company's June 30, 2000 balance sheet.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
OVERVIEW
Prior to April 1992, Cellcom Corp. and its subsidiaries (the
"Company") experienced declining working capital, net operating
losses, negative cash flow and increased rate of customer
deactivations in certain markets. Consequently, Management and the
Board of Directors concluded that it was in the best interest of the
Company to seek protection from its creditors under the U.S.
Bankruptcy Code. Please see the accompanying footnote to the
consolidated financial statements.
LIQUIDITY AND CAPITAL RESOURCES
As of June 30, 2000, the Company has sufficient current assets to pay
its current and anticipated operating expenses for the current fiscal
year ending September 30, 2000. In December 1999, the Company sold its
interest in cellular phone company for $79,299. The ownership interest
was previously deemed worthless and written off in a previous year.
For additional information on this transaction, please see footnote 7
in the September 30, 1999 10-KSB.
8
<PAGE> 9
The Company has a net operating loss carryforward ("NOL") of
approximately $9.6 million for both financial reporting and income tax
purposes. The Company expects to use this NOL to offset earnings in
potential business opportunities. If the Company embarks on a new
business venture, no assurance can be given regarding the future
success of such a business due to all the attendant costs and risks
associated with starting or acquiring a new business.
RESULTS OF OPERATIONS
THREE MONTHS ENDED JUNE 30, 2000 AND 1999
The Company had no operating revenues for the three month period ended
June 30, 2000 or 1999.
The Company incurred general and administrative expenses of $12,000
and $8,000 during the three month period ended June 30, 2000 and 1999,
respectively. The Company continues to incur administrative expenses
even though it has no operations.
NINE MONTHS ENDED JUNE 30, 2000 AND 1999
The Company had no operating revenues for the nine month periods ended
June 30, 2000 or 1999.
The Company incurred general and administrative expenses of $29,000
and $23,000 during the nine month period ended June 30, 2000 and 1999,
respectively. The Company continues to incur administrative expenses
even though it has no operations.
PART II. - OTHER INFORMATION
Item 6. - Exhibits and reports on Form 8-K.
A. Exhibits
27.1 - Financial Data Schedule
B. Reports on Form 8-k.
None.
9
<PAGE> 10
CELLCOM CORP. AND SUBSIDIARIES
SIGNATURES
In accordance with the requirements of the Exchange Act, the Registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Dated: August 14, 2000
Las Vegas, Nevada CELLCOM CORP.
By:/s/ Jay H. Brown
-----------------------------
Jay H. Brown
President and
Chief Executive Officer
(Principal Executive Officer)
By:/s/ David A. Obal
-------------------------
David A. Obal
Chief Financial Officer
(Principal Financial and
Accounting Officer)
Exhibit Index
<TABLE>
<CAPTION>
Exhibit Description
------- -----------
<S> <C>
27.1 Financial Data Schedule
</TABLE>
10
