EXHIBIT 31
                                   ----------

                        CERTIFICATION OF PERIODIC REPORT
                        --------------------------------

I,  Kristi  J.  Kampmann,  certify  that:

     1.   I  have  reviewed  this  quarterly  report on Form 10-QSB of Intercell
          International Corporation;

     2.   Based  on  my  knowledge,  this  report  does  not  contain any untrue
          statement  of  a  material  fact  or  omit  to  state  a material fact
          necessary  to  make the statements made, in light of the circumstances
          under  which such statements were made, not misleading with respect to
          the period covered by this report;

     3.   Based  on  my knowledge, the financial statements, and other financial
          information  included  in  this report, fairly present in all material
          respects  the  financial  condition,  results  of  operations and cash
          flows  of  the  small  business  issuer  as  of,  and for, the periods
          presented in this report;

     4.   The  small  business  issuer's  other  certifying  officer  and  I are
          responsible  for  establishing and maintaining disclosure controls and
          procedures  (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))
          for the small business issuer and have:

          a.   Designed  such disclosure controls and procedures, or caused such
               disclosure  controls  and  procedures  to  be  designed  under my
               supervision  to  ensure that material information relating to the
               small  business  issuer, including its consolidated subsidiaries,
               is  made  known  to  me  by  others  within  those  entities,
               particularly  during  the  period  in  which this report is being
               prepared;

          b.   [Paragraph  omitted  in  accordance  with  SEC  transition
               instructions contained in SEC Release 34-47986.]

          c.   Evaluated  the  effectiveness  of  the  small  business  issuer's
               disclosure  controls  and procedures and presented in this report
               our  conclusions  about  the  effectiveness  of  the  disclosure
               controls  and  procedures, as of the end of the period covered by
               this report based on such evaluation; and

          d.   Disclosed  in  this  report  any  change  in  the  small business
               issuer's  internal control over financial reporting that occurred
               during  the  small  business  issuer's most recent fiscal quarter
               (the  small  business  issuer's  4th  quarter  in  the case of an
               annual  report)  that  has  materially affected, or is reasonably
               likely  to  materially  affect,  the  small  business  issuer's
               internal control over financial reporting; and


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     5.   The  small  business  issuer's  other  certifying  officer  and I have
          disclosed,  based  on  my  most  recent evaluation of internal control
          over  financial reporting, to the small business issuer's auditors and
          the  audit committee of the small business issuer's board of directors
          (or persons performing the equivalent functions):

          a.   All  significant  deficiencies  and  material  weaknesses  in the
               design  or operation of internal control over financial reporting
               which  are  reasonably  likely  to  adversely  affect  the  small
               business  issuer's  ability  to  record,  process,  summarize and
               report financial information; and

          b.   Any  fraud,  whether or not material, that involves management or
               other  employees  who  have  a  significant  role  in  the  small
               business issuer's internal control over financial reporting.



     Date:   February  22,  2005



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


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