FORM 10-QSB/A

                                  AMENDMENT #1



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

(Mark One)

[ X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended March 31, 2005

                                       OR

[  ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES EXCHANGE ACT OF 1934

                         Commission file number 0-14306

                       INTERCELL INTERNATIONAL CORPORATION
                     ----------- ---------------------------
        (Exact name of small business issuer as specified in its charter)

                  Nevada                                  84-0928627
                  ------                                  ----------
         (State or other jurisdiction of                 (I.R.S. employer
           incorporation or organization)                identification  number)

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

              (Address of principal executive offices) (Zip Code)

         Issuer's telephone number, including area code: (303) 592-1010

                                 Not applicable
               (Former name, former address or former fiscal year,
                         if changed since last report)

Indicate by check mark whether the issuer (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 (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.

Yes  X          No
    ---            ---

As of May 23, 2005 there were 23,836,323 shares of the registrant's sole class
of common shares outstanding.

Transitional Small Business Disclosure Format          Yes      No  X
                                                           ---     ---


<PAGE>






PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

Item 1. Unaudited Financial Statements                                                    Page
                                                                                          ----
<S>                                                                                         <C>

         Report of Independent Registered Public Accounting Firm                            F-1

         Condensed Consolidated Balance Sheet -March 31, 2005                               F-2

         Condensed Consolidated Statements of Operations  and
                  Comprehensive Loss- Three and Six months ended
                  March 31, 2005 and 2004                                                   F-3

         Condensed Consolidated Statement of Changes in Stockholders'
                  Deficit - Six months ended March 31, 2005                                 F-4

         Condensed Consolidated Statements of Cash Flows -
                  Three and Six months ended March 31, 2005 and 2004                        F-5

         Notes to Condensed Consolidated Financial Statements                               F-7

Item 2.  Management's Discussion and Analysis                                                1

Item 3. Controls and Procedures                                                              3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                   3

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds - Not Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable

Item 5.  Other Information - Not Applicable

Item 6.  Exhibits and Reports on Form 8-K                                                    4

         SIGNATURES                                                                          5
</TABLE>




<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Intercell International Corporation

I have reviewed the accompanying condensed consolidated balance sheet of
Intercell International Corporation and subsidiary as of March 31, 2005, the
related condensed consolidated statements of operations and comprehensive loss
for the three-month and six-month periods ended March 31, 2005 and 2004, the
condensed consolidated statements of cash flows for the six-month periods ended
March 31, 2005 and 2004, and the condensed consolidated statement of changes in
stockholders' deficit for the six-month period ended March 31, 2005. These
interim condensed consolidated financial statements are the responsibility of
the Company's management.

I conducted my reviews in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting Oversight Board (United States), the objective
of which is the expression of an opinion regarding the financial statements
taken as a whole. Accordingly, I do not express such an opinion.

Based on our reviews, I am not aware of any material modifications that should
be made to the accompanying interim condensed consolidated financial statements
for them to be in conformity with accounting principles generally accepted in
the United States of America.




/s/ Larry O'Donnell, CPA, PC

Aurora, Colorado
Friday, May 20, 2005

                                       F-1




<PAGE>

<TABLE>
<CAPTION>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
                      Condensed Consolidated Balance Sheet
                                 March 31, 2005
                                   (Unaudited)


                                                  Assets
<S>                                                                                       <C>
Current assets:
  Cash and cash equivalents                                                               $    46,167
  Restricted cash(Note 6)                                                                      35,000
  Assets of discontinued operations (Note 3)                                                    9,174
                                                                                           ----------
    Total current assets                                                                       90,341
                                                                                           ----------

Property and equipment, net                                                                     1,688
                                                                                           ----------

Other assets:
  Investment securities available for sale (Note 4)                                            31,487
                                                                                           ----------

       Total assets                                                                       $   123,516
                                                                                           ==========

                                  Liabilities and Stockholders' Deficit

Liabilities not subject to compromise Current liabilities:
    Accounts payable and accrued liabilities                                              $       444
                                                                                           ----------
      Total current liabilities                                                                   444
                                                                                           ----------

  Liabilities subject to compromise (Note 2)
    Accounts payable                                                                           64,166
    Accrued liabilities                                                                           611
    Note payable                                                                               35,000
    Liabilities of discontinued operations (Note 3)                                           308,683
                                                                                           ----------
      Total liabilities subject to compromise                                                 408,460
                                                                                           ----------

      Total liabilities                                                                       408,904
                                                                                           ----------

Commitments and contingencies (Notes 6 and 8)

Stockholders' deficit (Note 7):
  Convertible preferred stock; $0.001 par value;
    20,000,000 shares authorized; no shares issued and outstanding                                  -
  Common stock; $0.001 par value; 100,000,000 shares authorized;
    23,836,323 shares issued and outstanding                                                   23,836
  Additional paid-in capital                                                               38,740,834
  Accumulated other comprehensive income                                                       31,487
  Accumulated deficit                                                                     (39,081,543)
                                                                                           ----------
      Total stockholders' deficit                                                         (   285,530)
                                                                                           ----------

        Total liabilities and stockholders' deficit                                       $   123,516
                                                                                           ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.





                                       F-2


<PAGE>

<TABLE>
<CAPTION>


                       INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                                     (Debtor-In-Possession)
             Condensed Consolidated Statements of Operations and Comprehensive Loss
                                           (Unaudited)

                                                             Three Months Ended                         Six Months Ended
                                                                 March 31,                                  March 31,
                                                                 ---------                                  ---------
                                                         2005                 2004                  2005                 2004
                                                         ----                 ----                  ----                 ----
<S>                                               <C>                  <C>                  <C>                   <C>

General and administrative expense                $(   49,014)          (  131,181)          (  144,871)           ( 255,708)
                                                    ---------            ---------            ---------             --------

Other income (loss):
  Gain on sale and exchange of
    affiliate stock (Note 4)                                -                    -                    -              259,195
  Unrealized gain (loss) on
    derivative instruments (Note 4)                       150           (    8,850)               1,050            (   6,930)
  Interest income                                          38                1,084                  137                3,114
  Interest expense                                 (      555)                   -           (      718)           (     260)
                                                    ---------            ---------            ---------             --------
                                                   (      367)          (    7,766)                 469              255,119
                                                    ---------            ---------            ---------             -------- -

Loss from continuing operations                    (   49,381)          (  123,415)          (  144,402)           (     589)
                                                    ---------            ---------            ---------             --------

Discontinued operations; loss
  from operations of subsidiary
  (Note 3)                                         (    3,280)          (  271,299)          (  104,096)           ( 504,291)
                                                    ---------            ---------            ---------             --------

Net loss                                           (   52,661)          (  394,714)          (  248,498)           ( 504,880)
                                                    ---------            ---------            ---------             --------

Other comprehensive (loss) income;
  change in unrealized (loss) gain on
    securities available for
    sale (Note 4)                                  (   22,041)              14,838               11,702               56,056
                                                    ---------            ---------            ---------             --------

Total comprehensive loss                          $(   74,702)          (  379,876)          (  236,796)           ( 448,824)
                                                    =========            =========            =========             ========

Basic and diluted loss per share:
  (Loss) income from continuing
    operations                                    $         *           (     0.01)          (     0.01)                   *
  Loss from discontinued operations                         *           (     0.01)                   *            (    0.03)
                                                    ---------            ---------            ---------             --------

Net loss per share, basic and diluted             $         *           (     0.02)         $(     0.01)           (    0.03)
                                                    =========            =========            =========             ========

Weighted average number of common
   shares outstanding                              23,836,323           20,047,038           23,847,655            19,296,682
                                                   ==========           ==========           ==========            ==========

         * Less than $(0.01) per share.
</TABLE>


         See accompanying notes to condensed consolidated financial statements.






                                       F-3


<PAGE>


<TABLE>
<CAPTION>


                       INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                                     (Debtor-In-Possession)
              Condensed Consolidated Statements of Changes in Stockholders' Deficit
                                 Six Months Ended March 31, 2005
                                           (Unaudited)



                                                                                    Accumulated
                                                                    Additional         Other                               Total
                                         Common Stock                Paid-In       Comprehensive      Accumulated      Stockholders'
                                         ------------
                                   Shares           Amount           Capital           Income          Deficit           Deficit
                                   ------           ------           -------           ------          -------           -------
<S>                             <C>              <C>               <C>            <C>               <C>              <C>
Balances, October 1, 2004       23,930,073       $ 23,930          $38,700,045    $    19,784       $(38,833,045)    $(   89,286)

Common stock in exchange
  for marketing
  rights (Note 7)               (  93,750)        (    94)                 94               -                 -                -

Contribution of services
  by officers/stockholders
  (Note 7)                               -              -              40,695               -                 -           40,695

Net loss                                 -              -                   -               -       (   248,498)     (   248,498)
                                                                                                                -

Other comprehensive
  income:
  Change in unrealized
   gain on securities
   available for sale
   (Note 4)                              -              -                   -          11,703                 -           11,703
                                ----------        -------          ----------      ----------        ----------       ----------
Balances,
  March 31, 2005                23,836,323      $  23,836         $38,740,834     $    31,487      $(39,081,543)     $(  285,530)
                                ==========        =======          ==========      ==========        ==========        =========



                           See accompanying notes to condensed consolidated financial statements.
</TABLE>

                                                   F-4


<PAGE>


<TABLE>
<CAPTION>


                       INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                                     (Debtor-In-Possession)
                         Condensed Consolidated Statements of Cash Flows
                                           (Unaudited)

                                                                                               Six Months Ended
                                                                                                  March 31,
                                                                                          2005                  2004
                                                                                          ----                  ----
<S>                                                                               <C>                     <C>

Cash flows from operating activities:
 Net loss                                                                         $ (  248,948)           (  504,880)
 Adjustments to reconcile net loss to net cash
  used in continuing operations:
  Loss from discontinued operations                                                    104,096               504,291
  Amortization expense                                                                       -                85,690
  Depreciation expense                                                                     422                   352
  Amortization of prepaid investor relation services                                         -                47,399
  Contribution of services by officer/stockholder                                       40,695                     -
  Unrealized gain on derivative instruments                                         (    1,050)                6,930
  Gain on sale and exchange of affiliate stock                                               -            (  259,195)
  Changes in operating assets and liabilities:

   Increase (decrease) in accounts payable
    and accrued liabilities                                                             15,855            (    3,741)
                                                                                     ---------             ---------
    Net cash used in operating activities from
     continuing operations                                                          (   88,480)           (  123,154)
                                                                                     ---------             ---------

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and warrants to
   purchase affiliate stock                                                                  -               259,195
 Payment of note receivable                                                                  -               135,000
 Increase in notes receivable                                                                -            (  100,000)
 Purchase of equipment                                                                       -            (    2,814)
                                                                                     ---------             ---------
   Net cash provided by investing activities from
     continuing operations                                                                   -               291,381
                                                                                     ---------            ----------

Cash flows from financing activities:
 Proceeds from sale of common stock, options and warrants                                    -             1,279,946
 Increase in restricted cash                                                        (   35,000)                    -
 Proceeds from note payable                                                             35,000                     -
 Payment on note payable                                                                     -            (   16,610)
                                                                                    ----------             ---------
   Net cash provided by financing activities from
    continuing operations                                                                    -             1,263,336
                                                                                    ----------             ---------

Net cash used in discontinued operations                                           (    29,170)           (  507,893)
                                                                                    ----------             ---------

Net (decrease) increase in cash and cash equivalents                               (   117,650)              352,205

Cash and cash equivalents, beginning of period                                         163,932                 8,301
                                                                                    ----------            ----------

Cash and cash equivalents, end of period                                          $     46,167               361,205
                                                                                    ==========            ==========
</TABLE>

                                   (Continued)



                                       F-5
<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)
                                   (Continued)



                                                                                                      Six Months Ended
                                                                                                         March 31,
                                                                                                 2005                  2004
                                                                                                 ----                  ----
<S>                                                                                       <C>                       <C>

Supplemental disclosure of non-cash investing and financing activities:
Common stock returned in exchange for marketing rights                                    $       94                     -
Warrant issued in partial satisfaction of note payable                                             -                11,661
Note receivable satisfied in connection with extinguishment
  of note payable                                                                                  -                20,200
Increase in investment securities available for sale and
  related unrealized gain                                                                      11,703               56,056

</TABLE>

See accompanying notes to condensed consolidated financial statements.























                                       F-6


<PAGE>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

1. BASIS OF PRESENTATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
----------------------------------------------------------------------

PRESENTATION OF INTERIM INFORMATION

The accompanying condensed consolidated financial statements include the
accounts of Intercell International Corporation, a Nevada corporation (the
Company or Intercell), and beginning in October 2003, a 60% controlling interest
in Brunetti DEC, LLC, ("Brunetti") a Colorado limited liability company. On
January 30, 2004, the Company acquired the remaining 40% interest in Brunetti.
In October 2004, the Company discontinued the operations of Brunetti and
implemented steps to liquidate the assets of Brunetti. On March 1, 2005,
Brunetti filed a voluntary petition for relief in the United States Bankruptcy
Court, District of Colorado under Chapter 7 of Title 7 of the U.S. Bankruptcy
Code (Note 2). All significant intercompany accounts and transactions have been
eliminated in consolidation.

On March 16, 2005, the Company (the Debtors) filed a voluntary petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S. Bankruptcy Code. Under Chapter 11, certain claims
against the Debtor in existence prior to the filing of the petitions for relief
under the U.S. Bankruptcy Code are stayed while the Debtor continues business
operations as Debtor-in-possession. The claims are reflected in the March 31,
2005 Condensed Consolidated Balance Sheet as "liabilities subject to
compromise." Additional claims may arise subsequent to the filing date resulting
from rejection of executory contracts, including leases, and from the
determination by the court (or agreed to by parties in interest) of allowed
claims for contingencies and other disputed amounts. Claims secured against the
Debtor's assets are stayed, although the holders of such claims have the right
to move the court for relief from the stay (Note 2).

In the opinion of the management of the Company, the accompanying unaudited
condensed consolidated financial statements include all material adjustments,
including all normal and recurring adjustments, considered necessary to present
fairly the financial position and operating results of the Company for the
periods presented. The consolidated financial statements and notes are presented
as permitted by Form 10-QSB, and do not contain certain information included in
the Company's last Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004. It is the Company's opinion that when the interim
consolidated financial statements are read in conjunction with the September 30,
2004 Annual Report on Form 10-KSB, the disclosures are adequate to make the
information presented not misleading. Interim results are not necessarily
indicative of results for a full year or any future period.






                                       F-7

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

In the Company's last Annual Report on Form 10-KSB for the fiscal year ended
September 30, 2004, the Report of the Independent Registered Public Accounting
Firm includes an explanatory paragraph that describes substantial doubt about
the Company's ability to continue as a going concern. The Company's financial
statements for the three months ended December 31, 2004 have been prepared on a
going concern basis, which contemplates the realization of assets and the
settlement of liabilities and commitments in the normal course of business. The
Company reported a net loss of $236,796 for the six months ended March 31, 2005,
and an accumulated deficit of $39,081,687 as of March 31, 2005.

These factors raise substantial doubt about the Company's ability to continue as
a going concern. The financial statements do not contain any adjustments
relating to the recoverability and classification of assets or the amounts and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern.

MANAGEMENT'S PLANS

To address its current cash flow concerns, the Company is in discussions with
various parties attempting to raise additional funds to support current and
future operations. This includes attempting to raise additional working capital
through the sale of additional capital stock or through the issuance of debt.
However, the Company cannot provide any assurance it will be able to raise funds
through a further issuance of debt or equity in the Company.

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards (SFAS) No. 123, Accounting for Stock
Based Compensation, allows companies to choose whether to account for employee
stock-based compensation on a fair value method or to continue accounting for
such compensation under the intrinsic value method prescribed in Accounting
Principles Board Opinion No. 25, Accounting for Stock Issued to Employees (APB
25). The Company has chosen to continue to account for employee stock-based
compensation using APB 25.
















                                       F-8

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

Had compensation cost for the Company's stock plans been determined based on
fair value at the grant dates for awards under the plans consistent with the
method prescribed under SFAS No. 123, the Company's net loss and net loss per
share for the six months ended March 31, 2005 and 2004, respectively, would have
changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>


                                                                        2005                  2004
                                                                        ----                  ----
<S>                                                             <C>                    <C>
Net loss, as reported                                           $(  248,498)           (   504,880)
Total stock-based employee compensation expense determined
under fair value based method for all awards
                                                                          -            ( 1,667,000)
                                                                  ---------             ----------

Net loss, pro forma                                             $(  248,498)           ( 2,171,880)
                                                                  =========             ==========
Net loss per share, as reported                                 $(     0.01)           (      0.03)
Net loss per share, pro forma                                   $(     0.01)           (      0.11)
</TABLE>


The fair value of options granted during the three months ended March 31, 2004
was estimated on the date of grant using the Black-Scholes option-pricing model
with the following weighted-average assumptions:

Expected dividend yield                                                     0%
Expected stock price volatility                                       93%-127%
Risk-free interest rate                                          1.28% - 3.73%
Expected life of options                                             6.5 years

No options were granted during the three months ended March 31, 2005.

LOSS PER SHARE

SFAS No. 128, Earnings Per Share, requires dual presentation of basic and
diluted earnings per share (EPS) with a reconciliation of the numerator and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation. Basic EPS excludes dilution. Diluted EPS reflects the
potential dilution that could occur if securities or other contracts to issue
common stock were exercised or converted into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity. Income
(loss) per share of common stock is computed based on the weighted average
number of common shares outstanding during the period. Stock options and
warrants are not considered in the calculation of diluted loss per share, as the
impact of the potential common shares (12,396,350 shares at March 31, 2005 and
14,163,850 shares at March 31, 2004) would be to decrease loss per share.
Therefore, diluted loss per share is equivalent to basic loss per share.






                                       F-9

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 123(R) Share-Based Payment, which addresses the accounting for share-based
payment transactions. SFAS No. 123(R) eliminates the ability to account for
share-based compensation transactions using APB 25, and generally requires
instead that such transactions be accounted and recognized in the statement of
operations based on their fair value. SFAS No. 123(R) will be effective for
public companies that file as small business issuers as of the first interim or
annual reporting period that begins after December 15, 2005. The Company is
evaluating the provisions of this standard. Depending upon the number and terms
of options that may be granted in future periods, the implementation of this
standard could have a material impact on the Company's financial position and
results of operations.

RECLASSIFICATIONS

Certain amounts previously reported in the March 31, 2004 condensed consolidated
financial statements have been reclassified to conform to current year
presentation.

2 VOLUNTARY REORGANIZATION UNDER CHAPTER 11
-------------------------------------------

On March 16, 2005, the Company (the Debtors) filed a voluntary petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S. Bankruptcy Code. On March 1, 2005, the Company's
wholly-owned subsidiary, Brunetti filed a voluntary petition for relief in the
United States Bankruptcy Court, District of Colorado under Chapter 7 of Title 7
of the U.S. Bankruptcy Code (Note 3). As consequence of the bankruptcy filing,
litigation against the Debtors was stayed.

Management, at this time, is developing a plan of reorganization to submit to
the Court.

LIABILITIES SUBJECT TO COMPROMISE

Liabilities subject to compromise reflected in the condensed consolidated
balance sheets represent the liabilities of the Debtor incurred prior to the
Petition Date. Liabilities subject to compromise consisted of the following:

                                                                  March 31, 2003

Pre-petition accounts payable                                    $     64,310
Accrued interest                                                          611
Short-term debt                                                        35,000
Liabilities of discontinued operations                                308,683
                                                                 ------------
Total liabilities subject to compromise                          $    408,604
                                                                 ------------

                                      F-10

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

3 DISCONTINUED OPERATIONS:
-------------------------

Brunetti is a Denver, Colorado-based limited liability company, and through
October 11, 2004, Brunetti provided consulting, design, engineering and
construction services designed to enable and enhance voice, data and video
communications through fiber and wireless systems. Brunetti provided services
primarily to state, municipal and local governments in the United States.

On October 11, 2004, the Company discontinued the operations of Brunetti and
implemented steps to liquidate the assets of Brunetti. On March 1, 2005,
Brunetti filed a voluntary petition for relief in the United States Bankruptcy
Court, District of Colorado under Chapter 7 of Title 7 of the U.S. Bankruptcy
Code.

At March 31, 2005, the carrying values of Brunetti's assets and liabilities
(presented as assets and liabilities of discontinued operations) are as follows:

          Cash                                          $     9,174
                                                        -----------
            Total assets
             (all current)                              $     9,174
                                                        ===========

          Accounts payable                              $   179,473
          Related party payable                              25,035
          Line of credit                                     10,735
          Accrued payroll                                    93,440
                                                        -----------
            Total liabilities
              (all current)(1)                          $   308,683
                                                        ===========

       (1)  Liabilities above do not include payables to Intercell International
            Corporation of approximately $384,358 at March 31, 2005.

Revenues attributable to Brunetti operations for the six months ended March 31,
2005 and 2004, reported in discontinued operations, were $11,546 and $100,644,
respectively ($0 and $59,968 for the three months ended March 31, 2005 and 2004,
respectively). Operations related to Brunetti resulted in a net loss during the
six months ended March 31, 2005 and 2004 of $77,945 and $504,291, respectively
($3,280 and $271,299 during the three months ended March 31, 2005 and 2004,
respectively). Brunetti did not incur any income taxes during these periods.









                                      F-11

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

4  INVESTMENT IN AFFILIATE AND RELATED TRANSACTIONS:
---------------------------------------------------

As of March 31, 2005, the Company owns approximately 0.5% of the outstanding
common stock of NanoPierce Technologies, Inc. ("NanoPierce"). Through October
20, 2003, the Company accounted for its investment in NanoPierce under the
equity method of accounting due to the Company's ability to exercise significant
influence over the operating and financial policies of NanoPierce.

At March 31, 2005, the Company owns 464,870 shares of NanoPierce common stock,
of which 150,000 shares are subject to a warrant agreement, described below.
Beginning October 21, 2003, based on factors which indicated that the Company no
longer had the ability to exercise significant influence, the Company changed
its method of accounting for the NanoPierce shares (except for those which are
subject to underlying warrants, which are carried at cost) to the method of
accounting prescribed by SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities". The Company has classified its investment in these
NanoPierce shares as available for sale securities, in which unrealized gains
(losses) are computed on the average cost basis, and are recorded in other
comprehensive income (loss). At March 31, 2005, 314,870 shares of NanoPierce
were available for sale and had a fair market value of $31,487. The Company
reported an increase in the unrealized gain on available for sale securities of
$11,703 during the six months ended March 31, 2005. The Company did not sell any
available for sale securities during the six months ended March 31, 2005.

In December 2003, the Company sold to an unrelated third-party 5,911,894 shares
of NanoPierce common stock held by the Company along with an option to purchase
2,000,000 shares of the Company's common stock for cash of $332,301. The closing
market price of the NanoPierce common stock on the date of the sale was $0.25
per share. The carrying value of the NanoPierce shares on the transaction date
was $0. The sale price was allocated between the estimated fair value of the
NanoPierce shares ($272,494) and the option ($59,807), resulting in a gain on
the sale of NanoPierce stock of $259,195. As a result of this transaction, the
Company's ownership interest in NanoPierce's outstanding common stock decreased
from approximately 9.65% at October 1, 2003, to approximately 0.7% at December
31, 2003.

Warrants to Purchase NanoPierce Common Stock

Prior to October 1 2003, the Company sold 100,000 restricted shares of
NanoPierce common stock and granted two warrants to purchase up to 300,000
shares of NanoPierce common stock held by the Company, to a third party for
$50,000 cash. Each warrant grants the third party the right to purchase up to
150,000 shares of NanoPierce common stock held by the Company, at an exercise
price of $0.50 per share. The warrants are exercisable immediately; one warrant
expired in October 2004, and one warrant expires in October 2007. The warrants
contain cashless exercise provisions at the option of the holder. At the date of
the transaction, the warrants were valued at $32,000. These warrants are
considered derivative financial instruments and are therefore recorded in the
balance sheet at fair value.

                                      F-12

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debotor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

Changes in the fair value of these warrants (unrealized gains and losses) are
recognized currently in earnings (loss) of the Company. At March 31, 2005, the
remaining warrant had not been exercised and the fair value of the derivative
was estimated to be $0. An unrealized gain of $1,050 and an unrealized loss of
$6,930 was recognized during the six months ended March 31, 2005 and 2004,
respectively.

5  NOTES RECEIVABLE:
-------------------

In October 2003, the Company loaned $100,000 to NanoPierce in return for a 7%
promissory note. In January 2004, the promissory note was paid in full by
NanoPierce.

The Company also had a $20,200 unsecured, 7% note receivable due from a firm
that assists the Company from time to time with its financing efforts. An
officer of the firm is related to a member of the Board of Directors of the
Company. In October 2003, this note was satisfied in connection with the
extinguishment of a note payable (Note 5).

6  NOTES PAYABLE AND CREDIT FACILITIES:
--------------------------------------

NOTES PAYABLE, RELATED PARTIES

In December 2004, NanoPierce loaned the Company $35,000 in return for an
unsecured, 7% promissory note, due in December 2005. The funds were utilized to
purchase a six-month certificate of deposit in order to obtain a letter of
credit, discussed below.

In September 2003, a shareholder loaned the Company $50,000 in return for an
unsecured 7% promissory note. In October 2003, the Company paid the note.

LETTER OF CREDIT

In December 2004, the Company obtained a $35,000 letter of credit in connection
with completing certain obligations under a pre-existing Brunetti contract. The
letter of credit expires in December 2005 and is collateralized by a 6-month
certificate of deposit. As of March 31, 2005, there is no outstanding balance on
the letter of credit.

7  STOCKHOLDERS' DEFICIT:
------------------------

COMMON STOCK

In December 2004, the Company exchanged certain marketing rights (with a
carrying value of $0) for the return of 93,750 shares of the Company's
restricted common stock and the extinguishment of $10,488 of accounts payable
and accrued expenses owed by Brunetti to this party. The shares were retired by
the Company. As a result of this transaction, the Company recognized a gain of
$10,488, which is included in discontinued operations.

                                      F-13

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

In November 2003, the Company issued 25,787 shares of its restricted common
stock as a result of the cashless exercise of a warrant.

In October 2003, the Company issued 10,750,000 shares of its restricted common
stock and warrants exercisable into 3,225,000 shares of its restricted common
stock for cash of $1,075,000. The 10,750,000 shares of common stock were issued
at a price of $0.10 per share. The warrants have an exercise price of $0.10 per
share, a term of 5 years and provide for cashless exercise.

In October 2003, the Company also issued 200,000 shares of its restricted common
stock for cash of $2,000. The 200,000 shares of common stock were issued at a
price of $0.01 per share.

CAPITAL TRANSACTIONS

During the six months ended March 31, 2005, officers of the Company agreed to
provide services to the Company without compensation for these services. These
services were estimated to be valued at $40,695, which was recorded as expense.
The Company has accounted for these contributed services as a capital
transaction, which resulted in an increase in additional paid-in capital.

STOCK OPTIONS

In January 2004, the Company granted options to purchase up to 1,250,000 shares
of common stock to officers/directors of the Company and an option to purchase
500,000 shares of common stock to an employee of its subsidiary, Brunetti. These
options have an exercise price of $0.41 per share, a term of 10 years, and
provide for cashless exercise.

In October 2003, the Company granted options to purchase up to 1,500,000 shares
of common stock to officers/directors of the Company and options to purchase
800,000 shares of common stock to employees of its subsidiary, Brunetti. The
options have an exercise price of $0.51 per share (equivalent to the market
value of the Company's common stock at the grant date), a term of 10 years, and
provide for cashless exercise.

WARRANTS

In February 2004, the Company issued warrants exercisable into 700,000 shares of
the Company's restricted common stock. The warrants have an exercise price of
$0.25 per share and expire in February 2009. Te warrants were purchased by an
unrelated third party for $500 cash.

In October 2003, the Company issued a warrant to purchase 1,933,926 restricted
common shares for cash of $19,339. The warrant was issued for working capital
and has an exercise price of $0.10 per share, a term of 5 years, and provides
for cashless exercise.

                                      F-14

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2005 and 2004
                                   (Unaudited)

In October 2003, the Company also issued warrants to purchase 1,166,074
restricted common shares as partial payment on a $50,000 promissory note. The
value of the warrants was estimated to be $11,661. The warrants have an exercise
price of $0.10 per share, a term of 5 years, and provide for cashless exercise.

In addition, in October 2003, the Company issued warrants to purchase 3,255,000
restricted common shares as part of an equity placement. The warrants have an
exercise price of $0.10 per share and a term of 5 years, and provide for
cashless exercise.

8 COMMITMENTS AND CONTINGENCIES:
-------------------------------

Litigation

The filing of the Chapter 11 and 7 cases automatically stayed proceedings in
private lawsuits relating to pre-petition claims as to the Debtors.

Certain former employees of Brunetti have filed claims for unpaid wages and
other expenses against the Company and Brunetti in the Small Claims Court of
Denver County, Colorado. On March 2, 2005, the Court found in favor of the
employees and found that the claims were the responsibility of the Company.

In addition, a claim of approximately $230,000 has been made against Brunetti.

The lessor of the premises leased by Brunetti has filed legal action against
Brunetti to enforce its rights under the lease after Brunetti ceased operations
and vacated the premises.



                                      F-15



<PAGE>



Item 2.  Management's Discussion and Analysis

         Certain statements contained in this Form 10-QSB contain
"forward-looking statements" within the meaning of the Private Securities
Litigation Reform Act of 1995 and involve risks and uncertainties that could
cause actual results to differ materially from the results, financial or
otherwise, or other expectations described in such forward-looking statements.
Any forward-looking statement or statements speak only as of the date on which
such statements were made, and the Company undertakes no obligation to update
any forward-looking statement to reflect events or circumstances after the date
on which such statements are made or reflect the occurrence of unanticipated
events. Therefore, forward-looking statements should not be relied upon as
prediction of actual future results.

         The Report of Independent Registered Public Accounting Firm on the
Company's condensed consolidated financial statements as of September 30, 2004,
and for each of the years in the two-year period then ended, includes a "going
concern" explanatory paragraph, that describes substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to the factors prompting the explanatory paragraph are discussed below and also
in Note 1 to the quarterly Financial Statements.

Management's Plans

         The Company reported a net loss of $248,498 for the six months ended
March 31, 2005 ($52,661 for the three months ended March 31, 2005), and an
accumulated deficit of $39,081,543 as of March 31, 2005.

         On March 16, 2005, the Company (the Debtor) filed a voluntary petition
for relief in the United States Bankruptcy Court, District of Colorado under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code. Under Chapter 11, certain
claims against the Debtor in existence prior to the filing of the petitions for
relief under the U.S. Bankruptcy Code are stayed while the Debtor continues
business operations as Debtor-in-possession. The claims are reflected in the
March 31, 2005 Condensed Consolidated Balance Sheet as "liabilities subject to
compromise." Additional claims may arise subsequent to the filing date resulting
from rejection of executory contracts, including leases, and from the
determination by the court (or agreed to by parties in interest) of allowed
claims for contingencies and other disputed amounts. Claims secured against the
Debtor's assets are stayed, although the holders of such claims have the right
to move the court for relief from the stay

Results of Operations

         On October 20, 2003, the Company acquired a controlling 60% equity
interest in Brunetti for a $700,000 cash contribution to Brunetti. On January
30, 2004, the Company acquired the remaining 40% equity interest in Brunetti for
a $300,000 cash contribution to Brunetti. On October 11, 2004, the Company
ceased the operations of Brunetti. On March 1, 2005, Brunetti filed a voluntary
petition for relief in the United States Bankruptcy Court, District of Colorado
under Chapter 7 of Title 7 of the U.S. Bankruptcy Code.

         Loss from continuing operations for the six months ended March 31, 2005
was $144,402 compared $589 for the six months ended March 31, 2004 ($49,381 and
$123,415 for the three months ended March 31, 2005 and 2004, respectively). The
increase of $143,813 for the six months ended March 31, 2005, is explained by
the non-recurrence of a $259,195 gain on the sale and exchange of affiliate
stock in 2003 and the decrease in general and administrative expenses as
explained below.

                                        1

<PAGE>

         General and administrative expenses during the six months ended March
31, 2005 were $144,871, compared to $255,708 for the six months ended March 31,
2004. The decrease of $110,837 is primarily attributable to the decrease in
amortization and consulting expenses.

         During the six months ended March 31, 2005, the Company recognized a
net loss of $248,498 compared to a net loss of $504,880 during the six months
ended March 31, 2004 (net losses of $74,702 and $379,876 for the three months
ended March 31, 2005 and 2004, respectively). The decrease of $256,382 is
explained by an approximate $400,195 decrease in the loss from discontinued
operations between 2003 and 2004 off set by an increase of $143,813 in loss from
continuing operations.

Liquidity and Capital Resources

         During the six months ended March 31, 2005, the Company used $88,480 in
operating activities from continuing operations, the Company received $35,000
from a note payable which was used to secure a $35,000 Letter of Credit. The
Company had $46,167 of cash and cash equivalents at March 31, 2005, which is
being used to support operations. During the six months ended March 31, 2005,
$29,170 was used in discontinued operations.

         Prior to September 30, 2003, the Company entered into an agreement with
an unrelated third party, to sell 100,000 shares of the NanoPierce common stock
held by the Company along with warrants to purchase up to 300,000 restricted
shares of NanoPierce common stock held by the Company. In exchange for the
NanoPierce common stock and warrants, the Company received $50,000 cash. The
warrants have an exercise price of $0.50 per share. The first warrant of 150,000
shares expired in October 2004. The second warrant of 150,000 shares has a term
of 5 years.

         The remaining warrant provides for cashless exercise and is exercisable
immediately.

         The warrants are considered derivative financial instruments and are
therefore recorded in the balance sheet at fair value. Changes in the fair value
of the warrants (unrealized gains and losses) are recognized currently in
earnings (loss) of the Company. At March 31, 2005, the fair value of the
derivative was estimated to be $0.

         As of March 31, 2005, the Company owns approximately 0.5% of the
outstanding common stock of NanoPierce Technologies, Inc. ("NanoPierce"). At
March 31, 2005, the Company owns 464,870 shares of NanoPierce common stock, of
which 150,000 shares are subject to warrant agreements, described below.
Beginning October 21, 2003, based on factors which indicated that the Company no
longer has the ability to exercise significant influence, the Company changed
its method of accounting for the NanoPierce shares not subject to underlying
warrants to the method of accounting prescribed by SFAS No. 115, "Instruments in
Debt and Equity Securities". The Company has classified its investment in
NanoPierce as available for sale securities in which unrealized gains (losses)
are recorded to shareholders' equity.

         At March 31, 2005, the Company owns 314,870 shares of NanoPierce common
stock that are tradeable, and based upon the closing bid price of $0.10 per
share, the market value of the NanoPierce common shares at March 31, 2005, was
$31,487.


                                        2

<PAGE>

Item 3.  Controls and Procedures

         A review and evaluation was performed by the Company's management,
including the Company's Chief Executive Officer (the "CEO") and Chief Financial
Officer (the "CFO"), of the effectiveness of the design and operation of the
Company's disclosure controls and procedures as of a date within 90 days prior
to the filing of this quarterly report. Based on that review and evaluation, the
CEO and CFO have concluded that the Company's current disclosure controls and
procedures, as designed and implemented, were effective. There have been no
significant changes in the Company's internal controls subsequent to the date of
their evaluation. There were no significant material weaknesses identified in
the course of such review and evaluation and, therefore, no corrective measures
were taken by the Company.

                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

On March 16, 2005, the Company (the Debtor) filed a voluntary petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S. Bankruptcy Code. Under Chapter 11, certain claims
against the Debtor in existence prior to the filing of the petitions for relief
under the U.S. Bankruptcy Code are stayed while the Debtor continues business
operations as Debtor-in-possession. The claims are reflected in the March 31,
2005 Condensed Consolidated Balance Sheet as "liabilities subject to
compromise." Additional claims may arise subsequent to the filing date resulting
from rejection of executory contracts, including leases, and from the
determination by the court (or agreed to by parties in interest) of allowed
claims for contingencies and other disputed amounts. Claims secured against the
Debtor's assets are stayed, although the holders of such claims have the right
to move the court for relief from the stay.






                                        3


<PAGE>




Item 6.    Exhibits and Reports on Form 8-K
     (a)   Exhibits. The following is a complete list of exhibits field
           as part of this Form 10-QSB. Exhibit numbers correspond to the
           numbers in the Exhibit Table of Item 601 of Regulation S-B.

           Exhibit 11   Computation of Net Loss Per Share
           Exhibit 31.1 Certification of Chief Executive Officer pursuant to
                              Section 302 of the Sarbanes-Oxley Act

           Exhibit 31.2 Certification of Chief Financial Officer pursuant to
                              Section 302 of the Sarbanes-Oxley Act

           Exhibit 32.1 Certification of Principal Executive Officer
                              pursuant to Section 906 of the Sarbanes-Oxley Act

           Exhibit 32.2 Certification of Principal Financial Officer
                              pursuant to Section 906 of the Sarbanes-Oxley Act

        (b)    Reports on Form 8-K. The registrant  filed the following  current
               reports on Form 8-K during the quarter ended March 31, 2005:

               -      Current Report on Form 8-K dated, March 1, 2005, filed
                      with the Securities and Exchange Commission on March 2,
                      2005(Item 8.01 Other Events, regarding the bankruptcy
                      filing of the wholly-owned subsidiary, Brunetti DEC, LLC).

               -      Current Report on Form 8-K dated, March 11, 2005, filed
                      with the Securities and Exchange Commission on March 15,
                      2004 (Item 5.02(b) Departure of Directors or Principal
                      Officers; Election of Directors; Appointment of Principal
                      Officers).

               -      Current Report on Form 8-K dated, March 16, 2005, filed
                      with the Securities and Exchange Commission on March 18,
                      2005 (Item 1.03 Bankruptcy or Receivership).




                                        4


<PAGE>



                                   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, thereunto duly authorized.

                                             INTERCELL INTERNATIONAL
                                                 CORPORATION
                                            (Registrant)


Date:     May 23, 2005                      /s/ R. Mark Richards
                                            -----------------------------------
                                            R. Mark Richards,
                                                     Chief Executive Officer


                                            /s/  Kristi J. Kampmann
                                            -----------------------------------
                                              Kristi J. Kampmann,
                                                     Chief Financial Officer


















                                        5