**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**





(Mark
      One)





x       
      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





For
      the
      quarterly period ended September 30, 2007





OR





o         TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE


SECURITIES
      EXCHANGE ACT OF 1934





Commission
      file number 0-14306





**NEWMARKET
      CHINA, INC.**


(Exact
      name of small business issuer as specified in its charter)





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


14860
      Montfort Drive, Suite 210


Dallas,
      TX 75254


(Address
      of principal executive offices )





Issuer’s
      telephone number, including area code:  (214) 722-3040





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
                ____





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act).


Yes__
            No
                _X_





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date:





As
      of  November 12, 2007 there were 26,218,948 shares of the registrant’s
      sole class of common shares outstanding.





Transitional
                Small Business Disclosure Format
            Yes
                __
            No
                _X_








**PART
      I – FINANCIAL INFORMATION**





Item
                1. Unaudited Financial Statements
            
            PageCondensed
                Consolidated Balance Sheet – September 30,
                2007
            F-1Condensed
                Consolidated Statements of
                Operations –
            F-2Three
              and Nine Months Ended September 30, 2007 and
              2006Condensed
                Consolidated Statement of
                Stockholders' Equity –September
                30, 2007
            F-3Condensed
                Consolidated Statements of Cash Flows
                –Nine
                Months ended September 30, 2007 and
                2006
            F-4Notes
                to Condensed Consolidated Financial Statements
            F-5Item
                2.  Management’s Discussion and Analysis of Financial
                Conditionand
                Results of Operations
            1Item
                3. Controls and Procedures
            
            2Item
                3(A).  Controls and
                Procedures
            
            3**PART
                II – OTHER INFORMATION**Item
                1.  Legal Proceedings – *Not
                Applicable*
            
            3Item
                2.  Unregistered Sales of Equity
                Securities and Use of Proceeds
            
            3Item
                3.  Defaults Upon Senior Securities –
                *Not Applicable*
            
            3Item
                4.  Submission of Matters to a Vote of
                Security Holders
            
            3Item
                5.  Other Information – *Not
                Applicable*
            
            3Item
                6.  Exhibits
            
            4SIGNATURES
            
            5









**NewMarket
                  China, Inc.****Consolidated
                  Balance Sheet****ASSETS**
              
              September
                  30, 2007
              
              
              December
                  31, 2006CURRENT
                  ASSETSCash
                  and cash equivalents
              
              $
              747,304
              
              
              $
              1,168,344Accounts
                  receivable
              
              
              4,693,447
              
              
              
              1,868,337Inventory
              
              
              1,435,840
              
              
              
              846,328Supplier
                  advances
              
              
              755,030
              
              
              
              429,092Assets
                  of discontinued operations
              
              
              9,377
              
              
              
              9,377Other
                  current assets
              
              
              6,455
              
              
              
              6,455Total
                  current assets
              
              
              7,647,453
              
              
              
              4,327,933PROPERTY
                  AND EQUIPMENT, NET
              
              
              383,370
              
              
              
              396,089Total
                  assets
              
              $
              8,030,823
              
              
              $
              4,724,022**LIABILITIES
                  AND STOCKHOLDERS' EQUITY**CURRENT
                  LIABILITIESAccounts
                  payable
              
              $
              1,864,483
              
              
              $
              702,057Short-term
                  borrowing
              
              
              381,524
              
              
              
              1,266,939Accrued
                  expenses and other liabilities
              
              
              2,223,826
              
              
              
              217,541Advances
                  from affiliate
              
              
              334,124
              
              
              
              -Liabilities
                  of discontinued operations
              
              
              308,683
              
              
              
              308,683Total
                  current liabilities
              
              
              5,112,640
              
              
              
              2,495,220Long-term
                  debt
              
              
              126,730
              
              
              
              -Total
                  liabilities
              
              
              5,239,370
              
              
              
              2,495,220Minority
                  interest in subsidiaries
              
              
              613,388
              
              
              
              578,798STOCKHOLDERS'
                  EQUITYCommon
                  stock; $.001 par value; 100,000,000 shares authorized;26,218,948
                  and 25,943,433 shares issued and outstanding
              
              
              26,219
              
              
              
              25,943at
                  September 30, 2007 and December  31, 2006,
                  respectivelyPreferred
                  stock; $.001 par value; 20,000,000 shares authorized;250,000
                  shares Series A and 0 shares issued and outstanding
              
              
              250
              
              
              
              250at
                  September 30, 2007 and December  31, 2006,
                  respectivelyAdditional
                  paid-in capital
              
              
              1,452,045
              
              
              
              1,452,321Accumulated
                  comprehensive income (loss)
              
              
              347,190
              
              
              
              (144,860
              )Retained
                  earnings
              
              
              352,361
              
              
              
              316,350Total
                  stockholders' equity
              
              
              2,178,065
              
              
              
              1,650,004Total
                  liabilities and stockholders' equity
              
              $
              8,030,823
              
              
              $
              4,724,022See
                  accompanying notes to consolidated financial statements.









**NewMarket
                China, Inc.****Consolidated
                Statement of Operations**Three
                and Nine months September 30,Three
                Months Ended
            
            
            Nine
                Months EndedSeptember
                30,
            
            
            September
                30,2007
            
            
            2006
            
            
            2007
            
            
            2006REVENUE
            
            $
            10,651,864
            
            
            $
            -
            
            
            $
            27,921,698
            
            
            $
            -COST
                OF SALES
            
            
            10,125,811
            
            
            
            -
            
            
            
            26,914,481
            
            
            
            -Gross
                Margin
            
            
            526,053
            
            
            
            -
            
            
            
            1,007,217
            
            
            
            -OPERATING
                EXPENSESSelling,
                general and administrative expenses
            
            
            380,819
            
            
            
            1,970
            
            
            
            795,279
            
            
            
            41,570Depreciation
                and amortization
            
            
            7,338
            
            
            
            -
            
            
            
            64,604
            
            
            
            -Total
                expenses
            
            
            388,157
            
            
            
            1,970
            
            
            
            859,883
            
            
            
            41,570Income
                (loss) from operations
            
            
            137,896
            
            
            
            (1,970
            )
            
            
            147,334
            
            
            
            (41,570
            )OTHER
                INCOME (EXPENSE)Interest
                income
            
            
            -
            
            
            
            (5
            )
            
            
            8
            
            
            
            269Interest
                expense
            
            
            (13,452
            )
            
            
            -
            
            
            
            (51,061
            )
            
            
            -Gain
                on extinguishment of debt
            
            
            -
            
            
            
            35,718
            
            
            
            -
            
            
            
            35,718Other
                income
            
            
            (19,361
            )
            
            
            -
            
            
            
            27,718
            
            
            
            -Other
                expense
            
            
            (1,289
            )
            
            
            -
            
            
            
            (6,769
            )
            
            
            -Total
                other income (expense)
            
            
            (34,102
            )
            
            
            35,713
            
            
            
            (30,104
            )
            
            
            35,987Net
                income before income tax (credit) andminority
                interest
            
            
            103,794
            
            
            
            33,743
            
            
            
            117,230
            
            
            
            (5,583
            )Foreign
                income tax
            
            
            (11,316
            )
            
            
            -
            
            
            
            (46,630
            )
            
            
            -Minority
                interest in consolidated subsidiary
            
            
            (34,590
            )
            
            
            -
            
            
            
            (34,590
            )
            
            
            -Net
                income (loss)
            
            
            57,888
            
            
            
            33,743
            
            
            
            36,010
            
            
            
            (5,583
            )Other
                comprehensive income (loss)Gain
                (loss) on investment security
            
            
            -
            
            
            
            (5,509
            )
            
            
            -
            
            
            
            (11,177
            )Foreign
                currency translation gain (loss)
            
            
            (468,966
            )
            
            
            -
            
            
            
            492,050
            
            
            
            -Comprehensive
                income (loss)
            
            $
            (411,078
            )
            
            $
            28,234
            
            
            $
            528,060
            
            
            $
            (16,760
            )Income
                (loss) per weighted-average common share-basic
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            (0.00
            )Income
                (loss) per weighted-average common share-diluted
            
            $
            0.00
            
            
            $
            0.00
            
            
            $
            0.00
            
            
            
            -Number
                of weighted average common shares o/s-basic
            
            
            26,215,223
            
            
            
            23,836,323
            
            
            
            26,108,558
            
            
            
            23,836,323Number
                of weighted average common shares o/s-diluted
            
            
            31,613,219
            
            
            
            23,836,323
            
            
            
            32,270,458
            
            
            
            23,836,323See
                accompanying notes to consolidated financial statements.









**NewMarket
                China, Inc.****Consolidated
                Statement of Stockholders' Equity**Additional
            
            
            Accumulated
            
            
            Retained
            
            
            TotalNumber
                of Shares
            
            
            Par
                Value of Stock
            
            
            Paid-In
            
            
            Comprehensive
            
            
            Earnings/
            
            
            Stockholders'Preferred
            
            
            Common
            
            
            Preferred
            
            
            Common
            
            
            Capital
            
            
            Income/(Loss)
            
            
            (Accum.
                Deficit)
            
            
            Equity**BEGINNING
                BALANCE**, December 31, 2004
            
            
            -
            
            
            
            23,836,323
            
            
            $
            -
            
            
            $
            23,836
            
            
            $
            38,723,059
            
            
            $
            53,528
            
            
            $
            (39,020,325
            )
            
            $
            (219,902
            )Contribution
                of officer services
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            20,775
            
            
            
            
            
            
            
            
            
            
            
            20,775Other
                comprehensive income (loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (34,636
            )
            
            
            
            
            
            
            (34,636
            )Net
                loss
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (101,105
            )
            
            
            (101,105
            )**BALANCE**,
                December 31, 2005
            
            
            -
            
            
            
            23,836,323
            
            
            
            -
            
            
            
            23,836
            
            
            
            38,743,834
            
            
            
            18,892
            
            
            
            (39,121,430
            )
            
            
            (334,868
            )Contribution
                of officer services
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            6,000
            
            
            
            
            
            
            
            
            
            
            
            6,000Sale
                of convertible preferred stock for cash
            
            
            250,000
            
            
            
            
            
            
            
            250
            
            
            
            
            
            
            
            249,750
            
            
            
            
            
            
            
            
            
            
            
            250,000Issuance
                of shares for purchase of subsidiary
            
            
            
            
            
            
            2,000,000
            
            
            
            
            
            
            
            2,000
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            2,000Issuance
                of shares due to warrant exercise
            
            
            
            
            
            
            107,110
            
            
            
            
            
            
            
            107
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            107Other
                comprehensive income (loss)
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (114,214
            )
            
            
            
            
            
            
            (114,214
            )Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            244,929
            
            
            
            244,929Adjustments
                due to reorganization
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            (37,547,263
            )
            
            
            (49,538
            )
            
            
            39,192,851
            
            
            
            1,596,050**BALANCE**,
                December 31, 2006
            
            
            250,000
            
            
            
            25,943,433
            
            
            
            250
            
            
            
            25,943
            
            
            
            1,452,321
            
            
            
            (144,860
            )
            
            
            316,350
            
            
            
            1,650,004Issuance
                of shares due to warrant exercise
            
            
            
            
            
            
            275,515
            
            
            
            
            
            
            
            276
            
            
            
            (276
            )
            
            
            
            
            
            
            
            
            
            
            -Other
                comprehensive income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            492,050
            
            
            
            
            
            
            
            492,050Net
                income
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            
            36,010
            
            
            
            36,010**ENDING
                BALANCE**, September 30, 2007
            
            
            250,000
            
            
            
            26,218,948
            
            
            $
            250
            
            
            $
            26,219
            
            
            $
            1,452,045
            
            
            $
            347,190
            
            
            $
            352,361
            
            
            $
            2,178,065See
                accompanying notes to consolidated financial statements.










**NewMarket
                  China, Inc.****Consolidated
                  Statement of Cash Flows**Nine
                  months ended September 30,2007
              
              
              2006**CASH
                  FLOWS FROM OPERATING ACTIVITIES:**Net
                  income
              
              $
              36,010
              
              
              $
              (5,583
              )Adjustments
                  to  reconcile net earnings to net cashprovided
                  (used) by operating activities:Minority
                  interest in consolidated subsidiary
              
              
              34,590
              
              
              
              -Depreciation
              
              
              64,604
              
              
              
              232Loss
                  on sale of property, plant & equipment
              
              
              -
              
              
              
              158Contribution
                  of services by officer
              
              
              -
              
              
              
              6,000Gain
                  on disposal of debt
              
              
              
              
              
              
              (35,000
              )Changes
                  in operating assets and liabilities:(Increase)
                  decrease in accounts receivable
              
              
              (2,496,584
              )
              
              
              -(Increase)
                  decrease in deposits and other assets
              
              
              (288,076
              )
              
              
              -(Increase)
                  decrease in inventory
              
              
              (543,696
              )
              
              
              -Increase
                  (decrease) in accounts payable
              
              
              128,682
              
              
              
              (19,983
              )Increase
                  (decrease) in accrued expenses and other payables
              
              
              3,274,826
              
              
              
              -Net
                  cash provided (used) by operating activities
              
              
              210,356
              
              
              
              (54,176
              )**CASH
                  FLOWS FROM INVESTING ACTIVITIES:**Sale
                  of property and equipment
              
              
              845
              
              
              
              750Net
                  cash provided by investing activities
              
              
              845
              
              
              
              750**CASH
                  FLOWS FROM FINANCING ACTIVITIES:**Increase
                  in restricted cash
              
              
              -
              
              
              
              (230,000
              )Proceeds
                  from purchase of convertible preferred stock
              
              
              -
              
              
              
              250,000Payments
                  on short-term borrowings
              
              
              (917,422
              )
              
              
              -Net
                  cash provided (used) by financing activities
              
              
              (917,422
              )
              
              
              20,000Effect
                  of exchange rates on cash
              
              
              285,181
              
              
              
              -Net
                  increase (decrease) in cash and equivalents
              
              
              (421,040
              )
              
              
              (33,426
              )**CASH**,
                  beginning of period
              
              
              1,168,344
              
              
              
              45,289**CASH**,
                  end of period
              
              $
              747,304
              
              
              $
              11,863See
                  accompanying notes to consolidated financial statements.







**NEWMARKET
      CHINA, INC. AND SUBSIDIARIES**


Notes
      to
      Condensed Consolidated Financial Statements


Nine
      Months Ended September 30, 2007 and 2006


(Unaudited)








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





**PRESENTATION
      OF INTERIM INFORMATION**





The
      accompanying consolidated financial statements include the accounts of NewMarket
      China, Inc. (formerly known as Intercell International Corporation or
“Intercell”), a Nevada corporation (the “Company”), and its wholly-owned
      subsidiary Brunetti DEC, LLC, (“Brunetti”) a Colorado limited liability company
      and its Chinese wholly-owned foreign entity, Clipper Technology, Inc.
      (“CLPTEC”).  All significant intercompany accounts and transactions
      have been eliminated in consolidation.





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
      3).





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.  On April 5, 2006, the United States Bankruptcy
      Court, District of Colorado dismissed the Chapter 11
      proceedings.





**USE
      OF ESTIMATES**





The
      preparation of consolidated financial statements in conformity with accounting
      principles generally accepted in the United States of America requires
      management to make estimates and assumptions that affect the reported amounts
      of
      assets and liabilities and disclosure of contingent assets and liabilities
      at
      the date of the consolidated financial statements and reported amounts of
      revenues and expenses during the reporting periods.  Actual results
      could differ from those estimates.





**FAIR
      VALUE OF FINANCIAL INSTRUMENTS**





The
      fair
      values of the Company’s cash and cash equivalents, accounts receivable, accounts
      payable, and lines of credit approximate their carrying amounts due to the
      short
      maturities of these instruments.





**CASH
      AND CASH EQUIVALENTS**





The
      Company considers all highly liquid investments with an original maturity of
      three months or less and money market instruments to be cash
      equivalents.





**INVENTORY**





Inventory,
      which consists primarily of finished goods, is stated at the lower of cost
      or
      market.  Cost is determined using the weighted average
      method.





**OTHER
      ASSETS**





Available
      for sale securities consist of 15,744 shares of common stock of Vyta Corp
      (“Vyta”) (Note 5).  These securities are carried at fair value ($6,140
      at September 30, 2007) based upon quoted market prices.  Unrealized
      gains and losses are computed on the average cost basis and are reported as
      a
      separate component of comprehensive loss, included as a separate item in
      stockholders’ equity (deficit).  Realized gains, realized losses, and
      declines in value, judged to be other-than temporary, are included in other
      income (expense).








**PROPERTY
      AND EQUIPMENT**





Property
      and equipment are stated at cost.  Depreciation is provided by use of
      the accelerated method over the estimated useful lives of the related assets,
      which range from five to seven years.





**REVENUE
      RECOGNITION**





The
      Company engages in the business of consulting, development, implementation,
      and  maintenance  of technology  systems which
      include both software and  peripherals for
      computing,  communication,  and data exchanges
      related  to  general  business  application  as  well
      as the specialty fields of medical,  security,  military and
      homeland defense applications.  Revenue is recognized  at
      the time of product  shipment, delivery, or installation, depending on
      when title passes, and when all of the
      following  have  occurred:  a firm
      sales  agreement is in place, pricing is fixed or determinable, and
      collection is reasonably assured.





**FOREIGN
      CURRENCY TRANSACTION AND TRANSLATION GAINS (LOSSES)**





The
      principal operations of the Company are located in The  People's
      Republic of China. The Company bills in RMB, the local currency, and if the
      Company payment is denominated in a foreign  currency, the Company
      translates the payment and records a foreign currency transaction gain or loss
      in accordance with Statement of Financial Accounting Standards (“SFAS”) 52,
*Foreign Currency Translation.*





**DERIVATIVE
      INSTRUMENTS**





SFAS
      No.
      133, *Accounting for Derivative Instruments and Hedging Activities*, as
      amended, establishes accounting and reporting standards requiring that every
      derivative instrument be recorded in the balance sheet as either an asset or
      liability measured at fair value, and that changes in fair value be recognized
      currently in earnings (loss) unless specific hedge accounting criteria are
      met.





**STOCK-BASED
      COMPENSATION**





Beginning
      October 1, 2006, the Company adopted the provisions of and accounts for
      stock-based compensation in accordance with the Financial Accounting Standards
      Board's ("FASB") Statement of Financial Accounting Standards No. 123 - revised
      2004 ("SFAS 123R") *Share-Based Payment* which replaced Statement of
      Financial Accounting Standards No. 123("SFAS 123"), *Accounting for
      Stock-Based Compensation* and supersedes APB Opinion No. 25 ("APB 25"),
*Accounting for Stock Issued to Employees*.  Under the fair
      value recognition provisions of this statement, stock-based compensation cost
      is
      measured at the grant date based on
      the  fair  value  of  the  award
      and is recognized as expense on a straight-line
      basis  over  the  requisite  service  period,  which  is
      the vesting period. The Company elected the modified-prospective method, under
      which prior periods are not revised for comparative purposes.  The
      valuation provisions of SFAS 123R apply to new grants and to grants that were
      outstanding as of the effective date and are subsequently modified. There were
      no options granted during the three months ended  September 30, 2007,
      and all options granted prior to the
      adoption  of  SFAS  123R  and  outstanding  during  the  periods  presented
      were fully-vested.





The  Company  has
      a  stock  option  plans which permit the grant of
      shares to
      attract,  retain  and  motivate  employees,  directors  and
      consultants.  Options are generally granted with an exercise price
      equal to the Company's market price of its common stock on the date of the
      grant
      and with vesting rates, as determined by the Board of Directors.  All
      options outstanding at September 30, 2007 are fully-vested and
      exercisable.  A summary of the outstanding balance at September 30,
      2007 is as follows:





Weighted
            Weightedaverage
            average
            Aggregateexercise
            remaining
            intrinsicOptions
            price
            life
            valueOutstanding
                atSeptember
                30,
                2007
            4,839,550
            $
                0.56
            2.5
                years
            $
                0








**INCOME
      (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 year.  Stock options
      and warrants are not considered in the calculation at September 30, 2007 and
      2006, as the impact of the potential common shares would be to decrease income
      (loss) per share. Therefore, diluted income (loss) per share is equivalent
      to
      basic income (loss) per share.





**INCOME
      TAXES**





Income
      taxes are accounted for by the asset and liability method.  Deferred
      tax assets and liabilities are recognized for the future tax consequences
      attributable to differences between the financial statement carrying amounts
      of
      existing assets and liabilities and their respective tax bases and operating
      loss and tax credit carry forwards.  Deferred tax assets and
      liabilities are measured using enacted tax rates expected to apply to taxable
      income in the years in which those temporary differences are expected to be
      recovered or settled.  The effect on deferred tax assets and
      liabilities of a change in tax rates is recognized in income (loss) in the
      period that includes the enactment date.  A valuation allowance is
      established when necessary to reduce deferred tax assets to amounts expected
      to
      be realized.





**COMPREHENSIVE
      INCOME**





SFAS
      No.
      130, *Reporting Comprehensive Income*, requires the reporting and display
      of comprehensive income and its components.  SFAS No. 130 requires
      unrealized gains and losses on the Company’s available for sale securities to be
      included in comprehensive income as well as gains or losses due to foreign
      currency translation adjustments.





**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 the Company beginning with the first quarter of the fiscal year
      ending December 31, 2007. As the Company has no un-vested options outstanding,
      the implementation of this standard is not expected to have an immediate impact
      on the Company's financial position and results of operations.





In  February  2006,  the  FASB  issued  SFAS  155,
      *Accounting for Certain Hybrid
      Financial  Instruments*,  which  amends  SFAS  133,  Accounting  for  Derivative
      Instruments and Hedging Activities, and SFAS 140, Accounting for Transfers
      and
      Servicing of Financial Assets and Extinguishments of Liabilities - a replacement
      of FASB Statement No. 125. SFAS 155 will be effective for the Company for all
      financial instruments issued or acquired after the beginning its fiscal year
      ending December 31, 2007. The Company not yet evaluated and determined the
      likely effect of SFAS 155 on future financial statements.





In
      June
      2006, the FASB issued Interpretation No. 48, *Accounting for Uncertainty in
      Income Taxes* - An Interpretation of FASB Statement No. 109, (FIN 48). FIN
      48 clarifies the accounting for uncertainty in income taxes recognized in an
      enterprise's financial statements in accordance with FASB Statement No. 109,
      Accounting for Income Taxes. FIN 48 also prescribes a recognition threshold
      and
      measurement attribute for the financial statement recognition and measurement
      of
      a tax position taken or expected to be taken in a tax return that results in
      a
      tax benefit. Additionally, FIN 48 provides guidance on de-recognition, income
      statement classification of interest and penalties, accounting in interim
      periods, disclosure, and transition. This interpretation is effective for the
      Company for its fiscal year ending December 31, 2007. The Company has not yet
      evaluated the effect that the application of FIN 48 may have, if any, on its
      future results of operations and financial condition.








In
      September 2006, the FASB issued SFAS No. 157, *Fair Value
      Measurements*.  This statement defines fair value, establishes a
      framework for measuring fair value in generally accepted accounting principles,
      and expands disclosures about fair value measurements.  This statement
      applies under other accounting pronouncements that require or permit fair value
      measurements.  SFAS No. 157 is effective for the Company for its
      fiscal year beginning on January 1, 2008.  The Company is currently
      assessing the impact the adoption of SFAS No. 157 will have on its consolidated
      financial statements.





In
      September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108 in order
      to eliminate the diversity of practice surrounding how public companies quantify
      financial statement misstatements.  In SAB 108, the SEC staff
      established an approach that requires quantification of financial statement
      misstatements based on the effects of the misstatements on each of the Company’s
      financial statements and the related financial statement
      disclosures.  SAB No. 108 is effective for the Company for its current
      fiscal year.  The adoption of SAB No. 108 did not have an impact on
      the Company’s consolidated financial statements.





On
      February 15, 2007, the FASB issued SFAS No. 159, *The Fair Value Option for
      Financial Assets and Financial Liabilities – Including an Amendment of FASB
      Statement No. 115*.  This standard permits an entity to measure
      many financial instruments and certain other items at estimated fair
      value.  Most of the provisions of SFAS No. 115 (*Accounting for
      Certain Investments in Debt and Equity Securities*) applies to all entities
      that own trading and available-for-sale securities.  The fair value
      option created by SFAS No. 159 permits an entity to measure eligible items
      at
      fair value as of specified election dates.   Among others,
      eligible items exclude (1) financial instruments classified (partially or in
      total) as permanent or temporary stockholders’ equity (such as a convertible
      debt security with a non-contingent beneficial conversion feature) and (2)
      investments in subsidiaries and interests in variable interests that must be
      consolidated.  A for-profit business entity will be required to report
      unrealized gains and losses on items for which the fair value option has been
      elected in its statements of operations at each subsequent reposting
      date.  The fair value option (a) may generally be applied instrument
      by instruments, (b) is irrevocable unless a new elections date occurs, and
      (c)
      must be applied to the entire instrument and not to only a portion of the
      instrument.  SFAS No. 159 is effective as of the beginning of the
      first fiscal year that begins after November 15, 2007.  The Company
      has not yet evaluated the effect that the application of FIN 48 may have, if
      any, on its future results of operations and financial condition.








**2   REORGANIZATION:**





In
      October
      2006, Intercell executed an Agreement and Plan of Reorganization (“the
      Agreement”) with NewMarket China, Inc. (“NewMarket China” or “the Company”), a
      wholly-owned subsidiary of NewMarket Technology, Inc. (“NewMarket
      Technology”).  The Agreement, provided for Intercell to acquire from
      NewMarket Technology its subsidiary, NewMarket China through the exchange
      of  all of the issued and outstanding stock of NewMarket China, one
      thousand (1,000) shares held by NewMarket Technology for  two million
      (2,000,000) restricted common shares of Intercell. As a result of the Agreement,
      NewMarket China became a wholly-owned subsidiary of Intercell.





In
      a
      separate agreement, NewMarket Technology agreed to purchase 250,000 shares
      of a
      Series A Preferred Stock from Intercell for $250,000. The shares have a par
      value of $0.001 per share and a purchase price of $1.00 per share and bear
      no
      dividend.  The shares are convertible into 60% of the issued and
      outstanding common stock of the Company, any time after August 31, 2006. The
      shares have a voting right equal to 60% of the issued and outstanding common
      stock of the Company.





As
      a
      result of this reorganization, the Company’s stockholders’ equity (deficit) has
      been adjusted to reflect the effect of this transaction.





**3  DISCONTINUED
      OPERATIONS:**





**BRUNETTI
      ACQUISITION**





On
      October
      20, 2003, the Company acquired a controlling 60% equity interest in Brunetti
      in
      exchange for a $700,000 cash contribution to Brunetti.  On January 30,
      2004, the Company acquired the remaining 40% equity interest in Brunetti in
      exchange for a $300,000 cash contribution to Brunetti.








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
      September 30, 2007, the carrying values of Brunetti’s assets and liabilities
      (presented as assets and liabilities of discontinued operations) are as
      follows:





Cash
            
            $
            9,377Total
                assets
              (all
                current)
            
            $
            9,377Accounts
                payable
            
            $
            179,473Related
                party payable
            
            
            25,035Line
                of credit
            
            
            10,735Accrued
                payroll
            
            
            93,440Total
                liabilities
              (all
                current)(1)
            
            $
            308,683





Brunetti
      reported no revenues or income during the nine months ended September 30,
      2007.  Operations related to Brunetti resulted in a net loss during
      the year ended December 31, 2006 and 2005 of $0 and $11,781,
      respectively.  Brunetti did not incur any income taxes during these
      periods.





**4  INVESTMENT
      IN VYTA CORP. AND RELATED TRANSACTIONS:**





At
      September 30, 2007, the Company owns 15,744 shares or approximately 0.06% of
      the
      common stock of Vyta Corp., of which 7,500 shares are subject to a warrant
      agreement, described below.  Beginning October 21, 2003, based on
      factors which indicated that the Company did not have the ability to exercise
      significant influence, the Company changed its method of accounting for the
      Vyta
      Corp 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
      Vyta Corp 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 September 30, 2007, 15,744 shares of
      Vyta were available for sale and had a fair market value of
      $6,140.  The Company did not sell any available for sale securities
      during the nine months ended September 30, 2007.





**Warrants
      to Purchase Vyta Corp Common Stock**





During
      the
      year ended September 30, 2003, the Company sold 5,000 restricted shares of
      Vyta
      common stock and granted two warrants to purchase up to 15,000 shares of Vyta
      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
      7,500 shares of Vyta common stock held by the Company, at an exercise price
      of
      $10.00 per share.  The closing bid price of the Vyta common stock at
      the date of the grant was $13.80 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.  The carrying value
      of the Vyta shares on the transaction date was $0, resulting in a gain on the
      sale of affiliate stock of $18,000.  These warrants are considered
      derivative financial instruments and were therefore recorded in the balance
      sheet at fair value.





Changes
      in
      the fair value of these warrants (unrealized gains and losses) are recognized
      currently in earnings (loss) of the Company.  During the fiscal year
      ended December 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 $150 was recognized during the fiscal year ended December 31,
      2006.  At September 30, 2007, the remaining warrant had not been
      exercised.










**5.   STOCKHOLDERS’
      EQUITY:**





**PREFERRED
      STOCK**





There
      were
      no changes in preferred stock during the three months ended September 30,
      2007.





**COMMON
      STOCK**





In
      July
      2007, warrants to purchase 30,000 shares of common stock were exercised
      (cashless exercise election) in exchange for 15,577 shares of common
      stock.





**STOCK
      OPTIONS**





The
      Company has established a Compensatory Stock Option Plan (the “1995 Plan” or the
“Option Plan”) and has reserved 10,000,000 shares of common stock for issuance
      under the Option Plan.  Incentive stock  options can be
      granted under the Option Plan at prices not less than 110% of the fair market
      value of the stock at the date of grant, and nonqualified options can be granted
      at not less than 50% of the stock’s fair market value at the date of grant or
      the date the exercise price of any such option is modified.  Vesting
      provisions are determined by the board of directors.  All stock
      options expire 10 years from the date of grant.





The
      following table summarizes information about stock options outstanding as of
      September 30, 2007:


**Options
                Outstanding**
            
            
            **Options
                Exercisable**Range
                of Exercise Prices
            
            
            Number
                of Options
            
            
            Remaining
                Contractual Life
            
            
            Weighted
                Average Exercise Price
            
            
            Number
                of Options
            
            
            Exercise
                Price$
            0.40-0.99
            
            
            
            4,750,000
            
            
            6.7
                years
            
            
            $
            0.43
            
            
            
            4,750,000
            
            
            $
            0.431.00-10.00
            
            
            
            88,500
            
            
            
            0.4
            
            
            
            6.78
            
            
            
            88,500
            
            
            
            6.7815.00-30.00
            
            
            
            1,050
            
            
            
            0.1
            
            
            
            30.00
            
            
            
            1,050
            
            
            
            30.004,839,550
            
            
            2.8
                years
            
            
            $
            0.56
            
            
            
            4,839,550
            
            
            $
            0.56





**WARRANTS**





At
      September 30, 2007, the following warrants to purchase common stock were
      outstanding:





Number
                of common shares covered
              by
                warrants
            
            
            Exercise
                Price
            
            Expiration
                Date5,461,900
            
            
            $
            0.10
            
            September-
                October 2008700,000
            
            
            $
            0.25
            
            February  20096,161,900




In
      July
      2007, warrants to purchase 30,000 shares of common stock were exercised
      (cashless exercise election) in exchange for 15,577 shares of common
      stock.








**Item
      2.  Management’s Discussion and
      Analysis of Financial Condition and Results of Operations**





**Safe
      Harbor for Forward-Looking Statements**





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.





**Critical
      accounting policies**




The
      discussion and analysis of our financial condition and results of operations
      are
      based upon our consolidated financial statements, which have been prepared
      in
      accordance with accounting principles generally accepted in the United States.
      The preparation of these financial statements requires us to make estimates
      and
      judgments that affect the reported amounts of assets, liabilities, revenues
      and
      expenses, and related disclosure of contingent assets and liabilities. On an
      on-going basis, we evaluate our estimates, including those related to revenue
      recognition, bad debts, inventories, warranty obligations, contingencies and
      income taxes. We base our estimates on historical experience and on various
      other assumptions that we believe to be reasonable under the circumstances,
      the
      results of which form the basis for making judgments about the carrying value
      of
      assets and liabilities that are not readily apparent from other sources. Actual
      results may differ from these estimates under different assumptions or
      conditions. A discussion of our critical accounting policies and the related
      judgments and estimates affecting the preparation of our consolidated financial
      statements is included in the Annual Report on our Form 10-KSB for the fiscal
      year ended 2006.  There have been no material changes to our critical
      accounting policies as of September 30, 2007.




**Results
      of Operations**





On
      March
      16, 2005, the Company 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 April 5, 2006, the United States Bankruptcy
      Court, District of Colorado dismissed the Chapter 11 proceedings.





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. In October 2004, the operations of Brunetti were
      ceased and 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 such time, the Company began
      to account for the operations of Brunetti as discontinued
      operations.





In
      October
      2006, the Company executed an Agreement and Plan of Reorganization (“the
      Agreement”) with NewMarket China, Inc. (“NewMarket China” or “the Company”), a
      wholly-owned subsidiary of NewMarket Technology, Inc. (“NewMarket
      Technology”).  The Agreement, provided for Intercell to acquire from
      NewMarket Technology its subsidiary, NewMarket China through the exchange
      of  all of the issued and outstanding stock of NewMarket China, one
      thousand (1,000) shares held by NewMarket Technology for  two million
      (2,000,000) restricted common shares of Intercell. As a result of the Agreement,
      NewMarket China became a wholly-owned subsidiary of Intercell.





**Three
      months ended September 30, 2007 compared to three months ended September 30,
      2006:**





Revenue
      for the three months ended
      September 30, 2007 was $10,651,864.  Cost of sales was $10,125,811
      resulting in a gross margin of $526,053 which represented 4.9% of
      sales.  The Company had no ongoing operations during the three months
      ended  September  30, 2006.





General
      and administrative expenses
      during the three months ended September 30, 2007 were $380,819, compared to
      $1,970 for the three months ended September 30, 2006.  The increase of
      $378,849 is primarily attributable to the aforementioned reorganization of
      the
      Company.





During
      the three months ended September
      30, 2007, the Company recognized  net income of $57,888 compared to
      net income of $33,743 during the three months ended September 30,
      2006.  The Company had no ongoing operations during the three months
      ended September 30, 2006.  Comprehensive loss for the three months
      ended September 30, 2007 was $411,078 compared to comprehensive income of
      $28,234 for three months ended September 30, 2006.  Comprehensive
      income or loss includes foreign currency translation adjustments and gains
      or
      losses on investment securities held.





**Nine
      months ended September 30, 2007 compared to nine months ended September 30,
      2006:**





Revenue
      for the nine months ended September 30, 2007 was $27,921,698.  Cost of
      sales was $26,914,481 resulting in a gross margin of $1,007,217 which
      represented 3.6% of sales.  The Company had no ongoing operations
      during the nine months ended September 30, 2006.





General
      and administrative expenses
      during the nine months ended September 30, 2007 were $795,279, compared to
      $41,570 for the nine months ended September 30, 2006.  The increase of
      $753,709 is primarily attributable to the aforementioned reorganization of
      the
      Company.





During
      the nine months ended September
      30, 2007, the Company recognized net income of $36,010 compared to a net loss
      of
      $5,583 during the nine months ended September 30, 2006.  The Company
      had no ongoing operations during the nine months ended September 30,
      2006.  Comprehensive income for the nine months ended September 30,
      2007 was $528,060 compared to a comprehensive loss of $16,670 for nine months
      ended September 30, 2006.  Comprehensive income or loss includes
      foreign currency translation adjustments and gains or losses on investment
      securities held.





**Liquidity
      and Capital Resources**





The  Company's  cash  balance
      at  September
      30,  2007  decreased  $421,040  from
      $1,168,344 as of December 31, 2006, to  $747,304.  The
      decrease was the result of cash provided by operating activities of $210,356,
      cash provided by investing activities of $845, and the effect of exchange rates
      on cash of $285,181, offset by cash used in financing activities of
      $917,422,.  Operating activities for the quarter ended September 30,
      2007 exclusive of changes in operating assets and liabilities
      provided  $135,204,  as well as an increase
      in  accounts payable, accrued expenses and other liabilities of
      $3,403,508, offset by  an increase in accounts receivable and other
      assets of $3,328,356.





As
      of
      Septmber 30, 2007, the Company owns 23,244 shares or approximately 0.06% of
      the
      outstanding common stock of Vyta Corp (“Vyta”), of which 7,500 shares are
      subject to warrant agreements, described below.  The Company has
      classified its investment in Vyta as available for sale securities in which
      unrealized gains (losses) are recorded to shareholders’
equity.   At September 30, 2007, 15,744 shares of Vyta Corp
      common stock are tradable, and based upon the closing price of $0.39 per share,
      the market value of the Vyta common shares at September 30, 2007, was
      $6,140.





Prior
      to
      September 30, 2003, the Company entered into an agreement with an unrelated
      third party, to sell 5,000 shares of the Vyta common stock held by the Company
      along with warrants to purchase up to 15,000 restricted shares of Vyta common
      stock held by the Company.  In exchange for the Vyta 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 7,500 shares
      expired in October 2004.  The second warrant of 7,500 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 June 30, 2007, the fair value of
      the derivative was estimated to be $0.


**Item
          3.  Controls and Procedures**
 
 a.       Evaluation
          of Disclosure Controls and Procedures:


The  management  of
      the  company
      has  evaluated  the  effectiveness  of
      the issuer's  disclosure  controls and procedures as of the
      end of the period of the report,  September 30,
      2007  and  have  concluded that the disclosure
      controls, internal controls and procedures are adequate and
      effective  based upon their evaluation as of the evaluation
      date.





b.       Changes
      in Internal Control over Financial Reporting:





There  were
      no changes  in the
      small  business  issuers  internal  control  over
      financial  reporting  identified  in  connection  with  the  Company  evaluation
      required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15
      under the Exchange act that occurred  during the
      small  business  issuers last fiscal  quarter that
      has materially  affected or is  reasonable  likely
      to materially  affect,  the small business issuers internal
      control over financial reporting.





**Item
      3(a).Controls and Procedures**





There
      have
      been no changes in the small business issuers internal control over financial
      reporting identified in connection with the evaluation required by paragraph
      (d)
      of Rule 240.15d-15 that occurred during the small business issuer’s last fiscal
      quarter that has materially affected, or is reasonable likely to materially
      affect, the small business issuer’s internal control over financial
      reporting.





**PART
      II – OTHER INFORMATION**





**Item
      1.    Legal
      Proceedings**





None





**Item
      2.  Unregistered Sales of Equity Securities
      and Use of Proceeds**





Set
      forth
      below is information regarding the issuance and sale of our securities without
      registration during the three month period ended September 30,
      2007:





·
            In
                July 2007, warrants to purchase 30,000 shares of common stock were
                exercised (cashless exercise election) in exchange for 15,577 shares
                of
                common stock.





Each
      of
      the above issuances were deemed to be exempt under rule 506 of Regulation D
      and/or Section 4(2) of the Securities Act of 1933, as amended. No advertising
      or
      general solicitation was employed in offering the securities. The offerings
      and
      sales were made to a limited number of persons, all of whom were accredited
      investors, business associates of our company or executive officers of our
      company, and transfer was restricted by our company in accordance with the
      requirements of the Securities Act of 1933. In addition to representations
      by
      the above-referenced persons, we have made independent determinations that
      all
      of the above-referenced persons were accredited or sophisticated investors,
      and
      that they were capable of analyzing the merits and risks of their investment,
      and that they understood the speculative nature of their investment.
      Furthermore, all of the above-referenced persons were provided with access
      to
      our Securities and Exchange Commission filings.


**Item
      3.  Defaults Upon Senior
      Securities**





None





**Item
      4.  Submission of Matters to a Vote of
      Security Holders**





None





**Item
      5.  Other Information**





None







**Item
      6.     Exhibits**


**(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
                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.**During the three-month period ended
                September 30, 2007, the Company filed the following Current Reports
                on
                Form 8-K:




None.





**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.






**NEWMARKET
                CHINA, INC.****(Registrant)**Date:
                November 12, 2007
            By:
            /s/ John
              VergesJohn
              Verges,Chief
                Financial Officer/s/  Philip
              J. RauchPhilip
              J. Rauch,Chief
              Financial Officer