FORM 10-QSB

                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 June 30, 2004

                                       OR

[_]  TRANSITION  REPORT  PURUSANT  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  August  12,  2004  there were 22,140,788 shares of the registrant's sole
class  of  common  shares  outstanding.

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


<PAGE>
                       INTERCELL INTERNATIONAL CORPORATION
                                      INDEX

PART I - FINANCIAL INFORMATION

Item  1.  Unaudited  Financial  Statements                                  Page
                                                                            ----

     Report  of  Independent  Registered  Public  Accounting  Firm             1

     Condensed  Consolidated  Balance  Sheet  -June  30,  2004                 2

     Condensed  Consolidated  Statements  of  Operations  and
          Comprehensive  Loss  -
          Nine and three months ended June 30, 2004 and 2003                   3

     Condensed  Consolidated  Statement  of  Changes  in  Stockholders'
          Equity  -  Nine  months  ended  June  30,  2004                      4

     Condensed  Consolidated  Statements  of  Cash  Flows -
          Nine  months  ended  June  30,  2004  and  2003                      5

     Notes  to  Condensed  Consolidated  Financial  Statements                 6

Item  2.  Management's  Discussion  and  Analysis                             15

Item  3.  Controls  and  Procedures                                           18


PART II - OTHER INFORMATION

Item  2.  Changes  in  Securities                                             18

Item  6.  Exhibits  and  Reports  on  Form  8-K                               19

     SIGNATURES                                                               20


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------



Board of Directors
Intercell International Corporation

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
Intercell  International  Corporation  and  subsidiary  as of June 30, 2004, the
related  condensed  consolidated statements of operations and comprehensive loss
for  the  three-month  and  nine-month periods ended June 30, 2004 and 2003, the
condensed  consolidated  statement  of  changes  in stockholders' equity for the
nine-month period ended June 30, 2004, and the condensed consolidated statements
of  cash  flows  for the nine-month periods ended June 30, 2004 and 2003.  These
interim  condensed  consolidated  financial statements are the responsibility of
the  Company's  management.

We  conducted our 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 the
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, we do not express such an opinion.

Based on our reviews, we are 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.



GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
August 11, 2004


                                        1
<PAGE>
<TABLE>
<CAPTION>
                 INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                        Condensed Consolidated Balance Sheet
                                    June 30, 2004
                                     (Unaudited)

                                   Assets
                                   ------
<S>                                                                      <C>
Current assets:
  Cash and cash equivalents                                              $    242,884
  Accounts receivable, net                                                    220,589
  Prepaid investor relation services (Note 8)                                  18,649
                                                                         -------------
    Total current assets                                                      482,122
                                                                         -------------

Property and equipment:
  Office equipment and furniture                                               27,374
  Machinery and construction equipment                                          6,465
  Vehicles                                                                      1,400
                                                                         -------------
                                                                               35,239
  Less accumulated depreciation                                               (15,698)
                                                                         -------------
                                                                               19,541
                                                                         -------------
Other assets:
  Deposits                                                                      3,167
  Investment securities available for sale (Note 3)                            24,730
  Client contracts and relationships, net of accumulated
    amortization of $141,445 (Note 4)                                         540,058
                                                                         -------------
                                                                              567,955
                                                                         -------------

        Total assets                                                     $  1,069,618
                                                                         =============

               Liabilities and Stockholders' Equity
               ------------------------------------

Current liabilities:
  Accounts payable                                                       $    168,984
  Accrued liabilities, related party                                           25,035
  Line of credit (Note 6)                                                      11,472
  Derivative instruments (Note 3)                                               4,050
                                                                         -------------

      Total liabilities (all current)                                         209,541
                                                                         -------------

Commitments (Note 7)

Stockholders' equity (Note 8):
  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;
    22,140,788 shares issued and outstanding                                   22,141
  Additional paid-in capital                                               38,585,134
  Accumulated other comprehensive income                                       24,730
  Accumulated deficit                                                     (37,771,928)
                                                                         -------------
      Total stockholders' equity                                              860,077
                                                                         -------------

        Total liabilities and stockholders' equity                       $  1,069,618
                                                                         =============

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                     INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
           Condensed Consolidated Statements of Operations and Comprehensive Loss
                                        (Unaudited)

                                             Three Months Ended        Nine Months Ended
                                          ------------------------  -----------------------
                                                    June 30,                 June 30,
                                          ------------------------  -----------------------

                                              2004         2003        2004         2003
                                          ------------  ----------  -----------  ----------
<S>                                       <C>           <C>         <C>          <C>
Revenues                                  $   233,659           -      334,303           -
Cost of revenues                               58,275           -      141,743           -
                                          ------------  ----------  -----------  ----------

Gross profit                                  175,384           -      192,560           -
                                          ------------  ----------  -----------  ----------

General and administrative expense           (311,851)    (17,033)  (1,139,980)   (109,875)
                                          ------------  ----------  -----------  ----------

Loss from operations                         (136,467)    (17,033)  (  947,420)  ( 109,875)
                                          ------------  ----------  -----------  ----------

Other income (loss):
  Gain on sale and exchange of
    affiliate stock (Note 3)                        -      20,200      259,195     106,275
  Unrealized gain (loss) on derivative
    instruments (Note 3)                       37,800   (  20,000)      30,871   (   1,000)
  Minority interest in loss of
    subsidiary (Note 4)                             -           -       54,944           -
  Interest income                                 400           -        3,514           -
  Equity in losses of affiliate (Note 3)            -           -            -   (  50,924)
  Interest expense                                  -           -       (1,272)          -
                                          ------------  ----------  -----------  ----------
                                               38,200         200      347,252      54,351
                                          ------------  ----------  -----------  ----------

Net loss                                    (  98,267)    (16,833)    (600,168)    (55,524)
                                          ------------  ----------  -----------  ----------

Other comprehensive (loss) income;
  change in unrealized (loss) gain on
    securities available for sale           (  31,325)          -       24,730           -
                                          ------------  ----------  -----------  ----------

Total comprehensive loss                  $ ( 129,592)  (  16,833)  (  575,438)  (  55,524)
                                          ============  ==========  ===========  ==========

Basic and diluted net loss per
  share                                   $         *           *   (     0.03)  (    0.01)
                                          ============  ==========  ===========  ==========

Weighted average number of common
   shares outstanding                      20,070,046   8,651,251   19,803,529   8,651,251
                                          ============  ==========  ===========  ==========
</TABLE>

               * Less than $(0.01) per share.

     See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                      Condensed Consolidated Statement of Changes in Stockholders' Equity
                                        Nine Months Ended June 30, 2004
                                                  (Unaudited)

                                                                 Accumulated
                              Common  Stock       Additional        Other                           Total
                           --------------------     Paid-In     Comprehensive    Accumulated    Stockholders'
                             Shares     Amount      Capital         Income         Deficit         Equity
                           ----------  --------  -------------  --------------  -------------  ---------------
<S>                        <C>         <C>       <C>            <C>             <C>            <C>
Balances, October 1, 2003   9,071,251  $  9,071  $ 37,186,597   $            -  $(37,171,760)  $       23,908

Common stock and warrants
  issued for cash          12,950,000    12,950     1,264,050                -             -        1,277,000

Common stock issued for
  purchase of assets           93,750        94        29,906                -             -           30,000

Warrants issued for cash            -         -        19,839                -             -           19,839

Warrant issued in partial
  satisfaction of note
  payable                           -         -        11,661                -             -           11,661

Option issued in
  connection with sale of
  affiliate common stock            -         -        73,107                -             -           73,107

Common stock issued upon
  cashless exercise of
  warrant                      25,787        26   (        26)               -             -                -

Net loss                            -         -             -                -   (   600,168)      (  600,168)

Other comprehensive
  income:
  Change in unrealized
   gain on securities
   available for sale               -         -             -           24,730             -           24,730
                           ----------  --------  -------------  --------------  -------------  ---------------
Balances,
  June 30, 2004            22,140,788  $ 22,141  $ 38,585,134   $       24,730  $(37,771,928)  $      860,077
                           ==========  ========  =============  ==============  =============  ===============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                   INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                    Condensed Consolidated Statements of Cash Flows
                                      (Unaudited)

                                                                  Nine Months Ended
                                                                       June 30,
                                                             --------------------------

                                                                 2004          2003
                                                             -------------  -----------
<S>                                                          <C>            <C>
Cash flows from operating activities:
 Net loss                                                    $ (  600,168)  (   55,524)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Amortization expense                                            141,445            -
  Depreciation expense                                             11,667            -
  Amortization of prepaid investor relation services               70,969            -
  Provision for losses on accounts receivable                      29,500            -
  Unrealized (gain)loss on derivative instruments              (   30,871)       1,000
  Gain on sale and exchange of affiliate stock                 (  259,195)  (  106,275)
  Equity in losses of affiliate                                         -       50,924
  Minority interest in subsidiary                              (   54,944)           -
  Changes in operating assets and liabilities, net of
   business acquisition:
   Increase in accounts receivable                             (  117,676)           -
   (Decrease) increase in accounts payable and
     accrued liabilities                                         (401,467)       2,129
                                                             -------------  -----------
    Net cash used in operating activities                      (1,210,740)    (107,746)
                                                             -------------  -----------

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and warrant to
   purchase affiliate stock                                       259,195      111,000
 Payment of notes receivable                                      135,000
 Cash acquired in business acquisition                                960            -
 Increase in notes receivable                                  (  100,000)           -
 Purchase of website                                           (   15,000)           -
 Purchase of equipment                                            (11,668)           -
                                                             -------------  -----------
   Net cash provided by investing activities                      268,487      111,000
                                                             -------------  -----------

Cash flows from financing activities:
 Proceeds from sale of common stock, option and warrants        1,369,946            -
 Payment to minority members                                  (    50,000)           -
 Payments on notes payable and line of credit                 (   143,110)           -
                                                             -------------  -----------
   Net cash provided by financing activities                    1,176,836            -
                                                             -------------  -----------

Net increase in cash and cash equivalents                         234,583        3,254

Cash and cash equivalents, beginning                                8,301        2,864
                                                             -------------  -----------

Cash and cash equivalents, ending                            $    242,884        6,118
                                                             =============  ===========

Supplemental disclosure of non-cash investing and
  financing activities:
Warrant issued in partial satisfaction of note payable       $     11,661            -
Note receivable satisfied in connection with extinguishment
  of note payable                                                  20,200            -
Common stock issued for purchase of assets                         30,000            -
Increase in investment securities available for sale and
  related unrealized gain                                          24,730            -
Reduction in related party receivable and accrued interest
  in exchange for affiliate common stock                                -       43,424
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

1.  Business  and  Basis  of  Presentation
------------------------------------------

The  accompanying  condensed  consolidated  financial  statements  include  the
accounts  of  Intercell  International  Corporation,  a  Nevada corporation (the
Company),  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% equity interest in Brunetti (Note 4).
During  the  three  months ended December 31, 2003 and through January 30, 2004,
the  net  loss incurred by Brunetti exceeded the minority interest in the equity
(deficiency)  of  Brunetti.  The  excess  of  losses  applicable to the minority
interest have been charged to the Company, and no minority interest is reflected
in  the  Company's  consolidated  balance  sheet.  All  significant intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.

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,  2003.  It  is the Company's opinion that when the interim
financial  statements are read in conjunction with the September 30, 2003 Annual
Report  on  Form  10-KSB and a Form 8-K/A filed with the Securities and Exchange
Commission  (SEC)  on  January 5, 2004, 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.

Management's  Plans:

The  Company  reported a net loss of $600,168 for the nine months ended June 30,
2004,  and  an  accumulated  deficit  of  $37,771,928  as of June 30, 2004.  The
Company  recognized  revenues  of  $334,303  through  June  30,  2004  from  the
operations  of its wholly-owned subsidiary, Brunetti; however, Brunetti incurred
a  loss  from  operations  of  $568,640  through  June  30,  2004.

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 enter into
any  such  agreement  in the future, or be able to raise funds through a further
issuance  of  debt  or  equity  in  the  Company.


2.  Significant  Accounting  Policies
-------------------------------------

Property  and  equipment

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

Repairs  and  maintenance are charged to operations as incurred.  Major renewals
and  betterments  that  extend  the  useful  lives of property and equipment are
capitalized.

Revenue  and  cost  recognition

In  December  2003,  the  SEC issued Staff Accounting Bulletin No. 104, "Revenue
Recognition" (SAB 104), which codifies, revises and rescinds certain sections of
SAB  101,  "Revenue  Recognition  in Financial Statements" in order to make this
interpretive  guidance  consistent  with  current  authoritative  accounting and
auditing guidance and SEC rules and regulations.  The Company recognizes revenue
in  accordance  with  SAB 101 and SAB 104.  The changes noted in SAB 104 did not
have  a  material  effect  on  the Company's consolidated results of operations,
financial  position  or  cash  flows.


                                        6
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

Brunetti  follows  the  percentage-of-completion  method  of  accounting for its
construction  contracts.  Accordingly,  revenue  is recognized in the ratio that
costs  incurred bear to estimated total costs. Adjustments to cost estimates are
made  periodically,  and losses expected to be incurred on contracts in progress
are  charged  to  operations  in the period such losses are determined. Contract
costs  include  all direct material, labor, subcontract costs and an estimate of
indirect costs related to contract performance. General and administrative costs
are  charged to expense as incurred. Changes in job performance, job conditions,
and  estimated profitability may result in revisions to costs and revenue, which
are  recognized  in  the  period  in  which  the  revisions  are  determined.

Brunetti  also  recognizes  revenues  from  engineering and other services. This
revenue  is  recognized  when  the  services  are  performed  and  billable.

Loss  Per  Share

Statement  of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
requires dual presentation of basic and diluted earnings or loss per share (EPS)
with  a  reconciliation  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.  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, as the impact of the
potential  common  shares (12,663,850 shares at June 30, 2004 and 338,050 shares
at  June 30, 2003) would be to decrease loss per share.  Therefore, diluted loss
per  share  is  equivalent  to  basic  loss  per  share.

Stock  Based  Compensation

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.


                                        7
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (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 nine months ended June 30, 2004 and 2003, respectively, would have
changed  to  the  pro  forma  amounts  indicated  below:

                                                2004              2003
                                           --------------     -------------
     Net loss, as reported                 $(    600,168)      (    55,524)
     Total stock-based employee
       compensation expense determined
       under fair value based method
       for all awards                       (  1,667,000)                -
                                           --------------     -------------

     Net loss, pro forma                   $ ( 2,267,168)     (     55,524)
                                           ==============     =============
     Net loss per share, as reported       $(       0.03)     (       0.01)
                                           ==============     =============
     Net loss per share, pro forma         $(       0.11)                *
                                           ==============     =============

     * Less than $(0.01) per share.

The  fair  value  of  options granted during the nine months ended June 30, 2004
(Note  8)  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 nine months ended June 30, 2003.

3.   Investment in NanoPierce Technologies, Inc. and Related Transactions
-------------------------------------------------------------------------

As  of  June  30,  2004,  the Company owns approximately 0.5% of the outstanding
common  stock  of NanoPierce Technologies, Inc. ("NanoPierce").  Through October
20,  2003,  the Company's President/CEO was also the President/CEO of NanoPierce
and  was  also a member of the board of directors of both companies.  On October
20, 2003, in connection with the Company's acquisition of Brunetti (Note 4), the
Company's  previous President/CEO resigned his positions as President/CEO and as
a  member  of  the Board of Directors of the Company.  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.


                                        8
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

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 (Note 8) for cash of $332,302.
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  ($259,195)  and  the option ($73,107),
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.

At June 30, 2004, the Company owns 464,870 shares of NanoPierce common stock, of
which  300,000  shares  are  subject  to  warrant  agreements,  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).  The  Company did not sell any available for sale
securities  during  the  nine  months  ended  June  30,  2004.

During  the  nine  months  ended June 30, 2003, the Company sold to an unrelated
third  party,  166,667  restricted shares of NanoPierce common stock held by the
Company  for  cash  of $50,000.  These shares were sold at $0.30 per share.  The
closing  market price of the NanoPierce common stock on the date of the sale was
$0.62 per share.  The carrying value of the NanoPierce shares on the transaction
date  was  $0,  resulting  in a gain on the sale of NanoPierce stock of $50,000.

During  the nine months ended June 30, 2003, the Company sold 155,390 restricted
shares of NanoPierce common stock to a company in which an officer is related to
a  member  of  the  Board  of  Directors  of  the  Company.  In exchange for the
NanoPierce  shares,  the Company received a promissory note of $20,000 (Note 5).
The  closing market price of the NanoPierce common stock on the date of the sale
was  $0.28  per  share  (the shares were sold at $0.13 per share, a 50% discount
from  market,  due to the restricted marketability of the shares).  The carrying
value  of  the  NanoPierce  shares held by the Company was $0.  As a result, the
Company  recorded  a  $20,000  gain  on the sale of affiliate stock.  In October
2003,  the  note  was  paid  (Note  6).


                                        9
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

During  the  nine  months  ended  June  30,  2003, the Company also sold 100,000
restricted  common shares of NanoPierce common stock and granted two warrants to
purchase  300,000  shares of NanoPierce common stock held by the Company, to the
same  third  party  discussed  above, 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 closing
bid  price of the NanoPierce common stock at the date of the grant was $0.67 per
share.  The warrants are exercisable immediately; one warrant expires in October
2005  and  one  warrant  expires in October 2007.  The warrants contain cashless
exercise  provisions  at  the  option  of  the  holder.

These 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, 2004, neither warrant had been exercised and
the  fair  value  of  the  derivatives  was  estimated  to  be  $4,050.

4  Business Acquisitions
------------------------

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.  In
connection  with  the  acquisition,  the  two  founding members of Brunetti each
received  an  option  to  purchase  up to 500,000 shares of the Company's common
stock  (Note  8).  The  two  founding  members  entered  into  5-year employment
agreements  with  Brunetti  and  also  received a signing bonus of $50,000 each,
which  was  recorded  as  general  and  administrative  expense in October 2003.

On  January  30, 2004, the Company acquired the remaining 40% equity interest in
Brunetti  in  exchange  for  a  $300,000  cash  contribution  to  Brunetti.  In
connection  with  this  acquisition,  the  two founding members of Brunetti each
received  an additional option to purchase up to 500,000 shares of the Company's
common  stock  (Note 8), and they each received a cash payment of $10,000, which
was  recorded  as  general  and  administrative  expense  in  January  2004.

Brunetti  is  a Denver, Colorado-based company that provides consulting, design,
engineering and construction services designed to enable and enhance voice, data
and  video communications through fiber and wireless systems.  Brunetti provides
services  primarily  to  state,  municipal  and  local governments in the United
States.  As  a  limited  liability  company,  Brunetti  is not subject to income
taxes.  Instead,  each  member is taxed on its proportionate share of Brunetti's
taxable  income  or each member deducts its proportionate share of taxable loss.


                                       10
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

The  acquisition  of  Brunetti  was  accounted  for using the purchase method of
accounting.  The  purchase  method  of  accounting  conforms  to  the accounting
policies followed by the consolidated entities.  The Company and Brunetti agreed
to  utilize  acquisitions  date  of October 31, 2003 and January 31, 2004 for
accounting  purposes.

The  preliminary  allocation  of  the  purchase price has been made to the major
categories  of assets and liabilities in the accompanying consolidated financial
statements,  of  which  $636,500  was  allocated  to  client  contracts  and
relationships,  which represents management's best estimate of the fair value of
the client contracts and relationships as of the date of the acquisition. During
the  quarter  ended  June 30, 2004, the Company's estimate of the purchase price
allocation  changed,  resulting  in  a  $19,500  increase in client contacts and
relationships.  The  final  allocation of the purchase price may differ from the
amounts  included  in  the  accompanying  consolidated financial statements. The
client  contracts  and  relationships were assigned a useful life of three years
and  are  being  amortized  to  general and administrative expense. Amortization
expense  of  $141,445 has been recorded for the nine months ended June 30, 2004.

The following table reflects the estimated fair value of the assets acquired and
the  liabilities  assumed  in  the  purchase  of the 60% controlling interest in
Brunetti.  The  acquisition of the 40% minority interest in January 2004 did not
affect  the  allocation.

          Assets acquired:
               Accounts receivable                 $      112,485
               Property and equipment                      19,540
               Deposits                                     3,167
               Intangible assets                          636,500

          Liabilities assumed:
               Accounts payable and accrued
                 expenses                            (    525,731)
               Payable to minority members           (     55,534)
               Note payable and lines of credit      (    136,443)
               Minority interest                     (     54,944)
                                                   ---------------

          Net cash acquired                        $ (        960)
                                                   ===============

The  following  table  reflects unaudited pro forma results of operations of the
Company  assuming  that the Brunetti acquisition had occurred on October 1, 2003
and  2002,  respectively:

                                            Nine Months Ended
                                                June 30,
                                          2004             2003
                                     --------------    -----------
     Revenues                        $     507,000        556,000
     Net loss                        $ ( 1,136,000)      (242,000)
                                     ==============    ===========
     Basic and diluted
       net loss per share            $ (      0.06)    (     0.03)
                                     ==============    ===========
     Weighted average shares used
       in per share calculation         19,296,682      8,651,251
                                     ==============    ===========


                                       11
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)
Asset  Acquisition:

On  June  15,  2004,  Brunetti  signed  an  agreement  with  NetUnwired,  LLC
("NetUnwired"),  a  Colorado  limited  liability  company,  to  acquire  all  of
NetUnwired's  marketing  rights,  brand  name,  customer  lists,  contracts  and
distributor/VAR  (Value  Added  Reseller)  agreements.  As consideration for the
acquisition, the Company issued to the owner of NetUnwired, 93,750 shares of its
restricted  common stock valued at $30,000, the market price of the common stock
on  the  date  of acquisition.  In addition, the Company granted to the owner of
NetUnwired  an  option  to purchase up to 500,000 shares of the Company's common
stock  (Note  8).  Exercisability  of  the  option  is  contingent  upon  the
individual's  ability  to  develop and perform $2 million of new project revenue
(as  defined, in the agreement) during the 12-month period ending June 15, 2005.
The  assets  acquired  are recorded as intangible assets and are being amortized
over  3  years.

In addition, the Company, in connection with the asset purchase, agreed to grant
options  to  various  sales  and marketing employees as part of a bonus pool for
their  efforts.  The  options  are to be issued on a quarterly basis, if defined
sales  performance  criteria  are  met.

5  Related  Party  Receivables
------------------------------

In  September  2003,  the  Company loaned $35,000 to NanoPierce in return for an
unsecured,  7%  promissory  note,  due  in September 2004.  In October 2003, the
Company  loaned  an  additional  $100,000  to  NanoPierce  in  return  for  a 7%
promissory note, collateralized by an assignment of 51% of the proceeds, if any,
that  NanoPierce  might  receive as a result of a pending NanoPierce lawsuit. In
January  2004,  both  promissory  notes  were  paid  in  full  by  NanoPierce.

At October 1, 2003, the Company also had a $20,200 unsecured, 7% note receivable
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  6).

Prior  to  October  1,  2001,  the  Company  loaned $39,000 to an officer of the
Company  in  exchange  for  an  unsecured,  8% promissory note, which was due in
September  2002.  In  November  2002,  the  Company  received  74,870  shares of
NanoPierce  common  stock  valued  at  $43,424 ($0.58 per share; the closing bid
price of the NanoPierce common stock on the date of exchange) in satisfaction of
the  $39,000 promissory note and related accrued interest of $4,424.  No gain or
loss  was  recognized  on  the  transaction.

6   Note  Payable  and  Line  of  Credit
----------------------------------------

Note  Payable  -  related  parties

In  September  2003,  a  shareholder loaned the Company $50,000 in return for an
unsecured  7%  promissory  note,  due  in  September 2004.  In October 2003, the
Company  issued  warrants  to  purchase 1,666,074 shares of the Company's common
stock  in  satisfaction  of  $11,305  of  the note balance (Note 8). The Company
applied  the  amount owed on a $20,200 unsecured note receivable in satisfaction
of  $20,691 of the note balance.  The remaining principal of $18,004 was paid in
cash.


                                       12
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

Line  of  Credit

At  June  30,  2004,  Brunetti has available a $50,000 line of credit that bears
interest  monthly  at  prime  plus  2%,  and  that is collateralized by accounts
receivable  and equipment.  The amount due under this line of credit at June 30,
2004  is  $11,472.

7  Operating  Lease
-------------------

Brunetti  leases  office space under an operating lease which expires in January
2009,  and  which  requires  a  base rent of $4,335 per month.  Brunetti is also
responsible  for  certain common area charges based on total charges incurred by
the  lessor.

8  Stockholders'  Equity
------------------------

Common  Stock

In  June  2004,  the  Company  issued  93,750 shares of the Company's restricted
common  stock  to  acquire  certain  assets.

In  April  2004, the Company issued 2,000,000 shares of the Company's restricted
common stock at $0.10 per share, upon the exercise of an option to purchase such
shares.

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 3,255,000 shares of its restricted common
stock  for cash of $1,075,000.  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  to  an  investor  in exchange for certain warrants
previously  issued  to  this  investor.

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 (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.

In  June 2004, the Company granted an option to purchase up to 500,000 shares of
common  stock  to  the  owner of NetUnwired in connection with an asset purchase
(Note  4).  This option has an exercise price of $0.32 per share, (equivalent to
the  market  value of the Company's common stock at the grant date) and provides
for  cashless  exercise.

In addition, the Company, in connection with the asset purchase, agreed to grant
options  to  various  sales  and marketing employees as part of a bonus pool for
their  efforts.  The  options  are to be issued on a quarterly basis, if defined
sales  performance  criteria  are  met.


                                       13
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

In  connection  with  the  Company's sale of NanoPierce common stock in December
2003, the Company issued an option to purchase 2,000,000 shares of the Company's
restricted  common  stock  at $0.10 per share.  This option, which was valued at
$73,107,  was  exercised  in  April  2004.

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.  The warrants were purchased by an
unrelated  third  party  for  $500.

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

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

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

In  September  2003,  the  Company entered into a one-year contract for investor
relation  services  with  a  third  party.  Compensation  includes  a  warrant
exercisable  into  580,000 shares of the Company's restricted common stock.  The
warrant,  which  is fully vested, exercisable and non-forfeitable upon issuance,
has  an  exercise price of $0.20 per share and expires in 2006.  The warrant was
valued  at  approximately  $95,000  using  the Black-Scholes pricing model.  The
prepaid  expense  of  $95,000  is  being amortized over the one-year term of the
agreement,  as  services are performed, of which $70,969 was expensed during the
nine  months  ended  June  30,  2004.


                                       14
<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.

Management's  Plans:

     The  Company reported a net loss of $600,168 for the nine months ended June
30,  2004,  and  an  accumulated deficit of $37,771,928 as of June 30, 2004. The
Company  recognized  revenues  of  $334,303  through  June  30,  2004  from  the
operations  of its wholly-owned subsidiary, Brunetti; however, Brunetti incurred
a  loss  from  operations  of  $568,640  through  June  30,  2004.

     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,  Company cannot provide any assurance it will be able to enter into any
such  agreement  in  the  future,  or  be  able to raise funds through a further
issuance  of  debt  or  equity  in  the  Company.

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

     The  allocation of the purchase price has been made to the major categories
of assets and liabilities in the accompanying consolidated financial statements,
of  which  $636,500  was  allocated to client contracts and relationships, which
represents  management's best estimate of the fair value of the client contracts
and relationships as of the date of the acquisition. The final allocation of the
purchase  price  may  differ  from  the  amounts  included  in  the accompanying
consolidated  financial  statements. The client contracts and relationships were
assigned  a  useful  life  of three years and are being amortized to general and
administrative  expense.  Amortization expense of $141,445 has been recorded for
the  nine  months  ended  June  30,  2004.

     On  June  15,  2004,  Brunetti  signed  an  agreement  with NetUnwired, LLC
("NetUnwired"),  a  Colorado  limited  liability  company,  to  acquire  all  of
NetUnwired's  marketing  rights,  brand  name,  customer  lists,  contracts  and
distributor/VAR  (Value  Added  Reseller)  agreements.  As consideration for the
acquisition, the Company issued to the owner of NetUnwired, 93,750 shares of its
restricted  common stock valued at $30,000, the market price of the common stock
on  the  date  of acquisition.  In addition, the Company granted to the owner of
NetUnwired  an  option  to purchase up to 500,000 shares of the Company's common
stock  (Note  8).  Exercisability  of  the  option  is  contingent  upon  the
individuals'  ability  to  develop and perform $2 million of new project revenue
(as  defined)  during  the  12-month  period  ending  June 15, 2005.  The assets
acquired are recorded as intangible assets and are being amortized over 3 years.

     Revenues  for the nine months ended June 30, 2004 were $334,303 compared to
$0  for  the  nine  months  ended  June 30, 2003 ($233,659 and $0 for the three
months  ended  June  30, 2004 and 2003, respectively).  The $334,303 in revenues
were  generated  from  technology  services by Brunetti.  The Company expects to
continue  to  generate  revenues  in  the future through its technology services
under existing contracts in place and through current sales efforts at Brunetti.


                                       15
<PAGE>
     Cost  of  revenues  for  the nine months ended June 30, 2004, were $141,743
resulting  in a gross profit for the nine months ended June 30, 2004 of $192,560
(cost  of  revenues  of  $58,275 resulting in a gross profit of $175,384 for the
three  months  ended  June  30,  2004).

     Loss  from  operations for the nine months ended June 30, 2004 was $947,420
compared  to  $109,875  for  the  nine  months ended June 30, 2003 ($136,467 and
$17,033  for  the  three months ended June 30, 2004 and 2003, respectively). The
increase  of  $837,545  for the nine months ended June 30, 2004 and $119,434 for
the  three  months  ended  June  30, 2004, is due to the increase in general and
administrative  expenses  as  explained  below.

     General  and  administrative expenses during the nine months ended June 30,
2004  were  $1,139,980,  compared to $109,875 for the nine months ended June 30,
2003  ($311,851  and  $17,033 for the three months ended June 30, 2004 and 2003,
respectively).  The  increase  of  $1,030,105  is  primarily attributable to the
consolidation  of  Brunetti  beginning in October 2003 and its related expenses.
Brunetti  general  and  administrative  expenses,  included  in  the  Company's
consolidated  statements  of  operations were $760,190 for the nine months ended
June 30, 2004 and $172,233 for the three months ended June 30, 2004.  Brunetti's
general  and  administrative  expenses  primarily  consist of payroll expense of
$513,996  for the nine months ended June 30, 2004 ($121,460 for the three months
ended  June 30, 2004), travel expenses of $78,451 for the nine months ended June
30,  2004  ($25,443  for  the  three  months ended June 30, 2004), and legal and
accounting  expenses  of $27,726 for the nine months ended June 30, 2004 ($3,120
for  the  three  months  ended  June  30,  2004).

     The Company recognized gains of $259,195 for the nine months ended June 30,
2004  on  the sale of NanoPierce common stock, compared to gains of $106,275 for
the  nine  months ended June 30, 2003 ($0 and $20,200 for the three months ended
June  30,  2004  and  2003,  respectively).

     During  the  nine  months  ended  June  30,  2004,  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 $332,302.  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 ($259,195)
and  the option ($73,107), resulting in a gain on the sale of stock of $259,195.
In  April  2004,  the  option  was  exercised  for  $200,000  cash.

     During  the  nine  months ended June 30, 2004, the Company recognized a net
loss  of $600,168 compared to a net loss of $55,524 during the nine months ended
June  30, 2003 ($98,267 and $16,833 for the three months ended June 30, 2004 and
2003,  respectively).  The increase of $544,644 is explained by gross profits of
$192,560,  the  $1,030,105  increase in general and administrative expenses as a
result  of the Brunetti acquisition offset by the $259,195 gain from the sale of
the  NanoPierce  common  stock,  a  $30,871 gain on derivative instruments and a
$54,944  minority  interest  in  loss  of  subsidiary.

LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  nine months ended June 30, 2004, the Company received $200,000
in  cash as the payment for the exercise of an option exercisable into 2,000,000
shares  of  its  restricted  common  stock.


                                       16
<PAGE>
     During  the  nine months ended June 30, 2004, the Company issued 10,750,000
shares  of  its  restricted common stock and warrants exercisable into 3,255,000
shares  of  its  restricted  common  stock  as  part  of an equity financing for
$1,075,000.  The  warrants  have an exercise price of $0.10 per share and have a
term  of  5  years.  The  warrants  provide  for  cashless  exercise.

     During  the nine months ended June 30, 2004, the Company issued warrants to
purchase  1,933,926  restricted  common  shares  for  cash  of $19,339 to use as
working  capital.  The  warrants have an exercise price of $0.10 per share and a
term  of  5  years,  the  warrants  provide  for  cashless  exercise.

     During  the nine months ended June 30, 2004, the Company issued warrants to
purchase  500,000  restricted  common  shares for cash of $500 to use as working
capital.  The warrants have an exercise price of $0.25 per share and a term of 5
years,  the  warrants  provide  for  cashless  exercise.

     During  the  nine months ended June 30, 2004, the Company's subsidiary paid
$140,000  on  a  line  of credit and note payable and paid $50,000 to a minority
member.

     During  the  nine  months  ended June 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
closing bid price of the NanoPierce common stock was $0.69 per share at the date
of  grant.  The  first  warrant  of  150,000  shares has a term of 2 years.  The
second  warrant  of  150,000  shares  has  a  term  of  5  years.

     Both  warrants  provide  for  cashless  exercise  of  the  warrants and are
exercisable immediately.  The warrants were valued at $32,000 at the date of the
issuance.

     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,  2004,  the fair value of the
derivatives  was  estimated  to  be  $4,050.

     As of June 30, 2004, the Company owns approximately 0.5% of the outstanding
common  stock  of NanoPierce Technologies, Inc. ("NanoPierce").  Through October
20,  2003,  the Company's President/CEO was also the President/CEO of NanoPierce
and  was also a member of the board of directors of both companies.  At June 30,
2004,  the  Company  owns  464,870  shares  of NanoPierce common stock, of which
300,000  shares  are  subject to warrant agreements, described below.  Beginning
October 21, 2003, based on factors which indicate 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.


                                       17
<PAGE>
     To  the  extent  the  Company's  operations  are not sufficient to fund the
Company's  capital  requirements,  the  Company  may enter into a revolving loan
agreement with financial institutions, attempt to raise capital through the sale
of  additional capital stock, or through the issuance of debt, or sell shares of
NanoPierce  common stock held as an investment by the Company. At June 30, 2004,
the  Company  owns 164,870 shares of NanoPierce common stock that are tradeable,
and based upon the closing bid price of $0.15 per share, the market value of the
NanoPierce  common shares at June 30, 2004, was $24,730. At the present time the
Company  does not have a revolving loan agreement with any financial institution
nor can the Company provide any assurance that it will be able to enter into any
such  agreement  in  the  future  or  be able to raise funds through the further
issuance  of  debt  or  equity in the Company. The Company continues to evaluate
additional  merger  and  acquisition  opportunities.

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  2.  CHANGES  IN  SECURITIES

     During  the  period  of April 1, 2004 to June 30, 2004 the Company made the
following  issuances  of  its  securities:

     (a)  The  Company issued 200,000 shares of its restricted common stock upon
          the  exercise  of  an  option  held  by  a purchaser who is a business
          associate  of the Company. The option was issued in exchange for cash.
          The  option has an exercise price of $0.10 per share and was exercised
          on  April  1,  2004.

     (b)  The  Company  issued  93,750  shares of its restricted common stock in
          exchange  for the assignment of marketing rights, brand name, customer
          lists,  contracts  and  distributor/VAR agreements to its wholly-owned
          subsidiary,  Brunetti  DEC,  LLC,  by a subcontractor of Brunetti DEC,
          LLC.


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Exemption From Registration Claimed

     All  of  the above sales by the Company of its unregistered securities were
made  by  the  Company  in  reliance  upon  Section 4(2) of the Act.  All of the
individuals  and/or entities that purchased the unregistered securities were all
known  to  the  Company  and  its  management,  through  pre-existing  business
relationships,  as  long  standing  business associates, friends, and investors.
All  purchasers  were  provided  access  to all material information, which they
requested,  and  all  information  necessary to verify such information and were
afforded access to management of the Company in connection with their purchases.
All  purchasers  of  the  unregistered  securities  acquired such securities for
investment and not with a view toward distribution, acknowledging such intent to
the  Company.  All  certificates or agreements representing such securities that
were  issued  contained restrictive legends, prohibiting further transfer of the
certificates or agreements representing such securities, without such securities
either  being  first  registered  or  otherwise  exempt from registration in any
further  resale  or  disposition.

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 Certification Pursuant to Section 302 of the Sarbanes-Oxley
                     Act  of  2002

          Exhibit 32 Certification Pursuant to Section 906 of the Sarbanes-Oxley
                     Act  of  2002

     (b)  REPORTS  ON  FORM  8-K.  The Registrant filed the following reports on
          Form  8-K  during  the  quarter  ended  June  30,  2004:

          -    Amendment  to  Current  Report  on  Form  8-K,  dated January 30,
               2004,filed  with  the Securities and Exchange Commission on April
               14,  2004  (Regarding  the  pro  forma  financial  statements  in
               connection  with  the  acquisition  of  the  remaining 40% equity
               interest  in  Brunetti  DEC,  LLC  by  the  Company).


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                                   SIGNATURES

     Pursuant  to  the  requirements of the Securities Exchange Act of 1934, the
registrant  has  duly  caused  this  report  to  be  signed on its behalf by the
undersigned,  thereunto  duly  authorized.

                                      INTERCELL INTERNATIONAL
                                             CORPORATION
                                      (REGISTRANT)

Date:  August 12, 2004                /s/  Charles  L.  Brunetti
                                      ---------------------------------
                                      Charles  L.  Brunetti,
                                            Chief  Executive  Officer


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


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