FORM 10-QSB

                       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 December 31, 2002

                                       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  February 10, 2003 there were 8,651,251 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.  Financial Statements                                               Page
                                                                            ----

     Independent  Accountants'  Report                                         1

     Condensed  Consolidated  Balance  Sheet - December 31, 2002               2

     Condensed Consolidated Statements of Operations -
          Three  months  ended  December  31, 2002 and 2001                    3

     Condensed Consolidated Statement of Changes in Stockholders'
          Deficit  -  Three  months ended December 31, 2002                    4

     Condensed  Consolidated  Statements  of  Cash  Flows  -
          Three  months  ended  December  31, 2002 and 2001                    5

     Notes  to  Condensed Consolidated Financial Statements                    6

Item 2.  Management's  Discussion  and  Analysis                              12

PART II  -  OTHER INFORMATION

Item 1.  Legal  Proceedings                                                   16

Item 2.  Changes  in  Securities                                              16

Item 4.  Controls  and  Procedures                                            16

Item 6.  Exhibits  and  Reports on Form 8-K                                   17

     SIGNATURE                                                                18

     CERTIFICATIONS


<PAGE>
                         INDEPENDENT ACCOUNTANTS' REPORT
                         -------------------------------



Board of Directors
Intercell International Corporation

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
Intercell  International  Corporation  and subsidiaries as of December 31, 2002,
and  the  related condensed consolidated statements of operations and cash flows
for  the three-month periods ended December 31, 2002 and 2001, and the condensed
consolidated  statement  of changes in stockholders' deficit for the three-month
period  ended  December  31,  2002.  These  condensed  consolidated  financial
statements  are  the  responsibility  of  the  Company's  management.

We  conducted  our  reviews  in  accordance  with  standards  established by the
American  Institute  of  Certified  Public  Accountants.  A  review  of  interim
financial  information consists principally of applying analytical procedures to
financial  data  and  making  inquiries of persons responsible for financial and
accounting  matters.  It  is substantially less in scope than an audit conducted
in accordance with auditing standards generally accepted in the United States of
America,  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 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
February 7, 2003


                                        1
<PAGE>
<TABLE>
<CAPTION>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheet
                                December 31, 2002
                                   (Unaudited)


                        Assets
                        ------
<S>                                                                <C>
Current assets:
  Cash and cash equivalents                                        $     19,000
                                                                   -------------
    Total current assets                                                 19,000
                                                                   -------------

       Total assets                                                $     19,000
                                                                   =============


            Liabilities and Stockholders' Deficit
            -------------------------------------

Current liabilities:
  Accounts payable and accrued liabilities                         $     91,000
  Derivative instruments (Note 2)                                        32,000
                                                                   -------------

    Total liabilities (all current)                                     123,000
                                                                   -------------

Commitments and contingencies (Note 8)

Stockholders' deficit (Note 6):
  Convertible preferred stock; $0.001 par value;
   20,000,000 shares authorized; no shares outstanding                        -
  Common stock; $0.001 par value; 100,000,000 shares authorized;
    8,651,251 shares issued and outstanding                               9,000
  Additional paid-in capital                                         36,871,000
  Accumulated deficit                                               (36,984,000)
                                                                   -------------
      Total stockholders' deficit                                      (104,000)
                                                                   -------------

        Total liabilities and stockholders' deficit                $     19,000
                                                                   =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
                  Three Months Ended December 31, 2002 and 2001
                                   (Unaudited)


                                          Three Months Ended
                                             December 31,
                                          2002          2001
                                      --------------------------
<S>                                   <C>            <C>
General and administrative expense    $(    51,000)   (  37,000)
Gain on sale and exchange of
  affiliate stock (Note 2)                  68,000       29,000
Interest income                                  -        1,000
Equity in losses of
  affiliate (Note 3)                   (    43,000)    (153,000)
Interest expense                                 -     (  2,000)
                                      -------------  -----------
Net loss                               (    26,000)   ( 162,000)

Accretion on Series C preferred
  stock                                          -    (   1,000)
                                      -------------  -----------

Net loss applicable to common
  stockholders                        $(    26,000)    (163,000)
                                      =============  ===========

Basic and diluted loss per share,
  applicable to common stockholders              *     (   0.02)
                                      =============  ===========

Weighted average number of common
   shares outstanding:
    Basic and diluted                    8,651,251    8,292,284
                                      =============  ===========
</TABLE>

*  Less than ($ 0.01) per share.

See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                             INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                    Condensed Consolidated Statements of Changes in Stockholders' Deficit
                                     Three Months Ended December 31, 2002
                                                 (Unaudited)


                                  Common Stock         Warrants to   Additional                    Total
                             -----------------------    Acquire       Paid-In    Accumulated   Stockholders'
                              Shares       Amount     Common Stock    Capital      Deficit        Deficit
                             ---------  ------------  -------------  ----------  ------------  --------------
<S>                          <C>        <C>           <C>            <C>         <C>           <C>
Balances, October 1, 2002    8,651,251  $      9,000        10,000   36,861,000  (36,958,000)        (78,000)

Expired warrants                     -             -       (10,000)      10,000            -               -

Net loss                             -             -             -            -      (26,000)        (26,000)
                             ---------  ------------  -------------  ----------  ------------  --------------

Balances, December 31, 2002  8,651,251  $      9,000             -   36,871,000  (36,984,000)     (  104,000)
                             =========  ============  =============  ==========  ============  ==============
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


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


                                                               Three Months Ended
                                                                  December 31,
                                                               2002           2001
                                                           -------------  ------------
<S>                                                        <C>            <C>
Cash flows from operating activities:
  Net loss                                                 $ (   26,000)  (   162,000)
  Adjustments to reconcile net loss to net cash
    used in operating activities:
    Gain on sale and exchange of affiliate stock             (   68,000)  (    29,000)
    Equity in losses of affiliate                                43,000       153,000
    Changes in operating assets and liabilities:
      Decrease in receivable                                          -         3,000
      Decrease in accounts payable and
        accrued liabilities                                 (    33,000)  (     7,000)
                                                           -------------  ------------
     Net cash used in operating activities                  (    84,000)  (    42,000)
                                                           -------------  ------------

Cash flows from investing activities:
  Proceeds from sale of affiliate stock and
    warrants to purchase affiliate stock                        100,000             -
  Payment received on related party advances                          -        51,000
                                                           -------------  ------------
    Net cash provided by investing activities                   100,000        51,000
                                                           -------------  ------------

Cash flows from financing activities:
  Payment on note payable to shareholder                              -    (    8,000)
                                                           -------------  ------------
    Net cash used in financing activities                             -    (    8,000)
                                                           -------------  ------------

Net increase in cash and cash equivalents                        16,000         1,000

Cash and cash equivalents, beginning of period                    3,000        31,000
                                                           -------------  ------------

Cash and cash equivalents, end of period                   $     19,000        32,000
                                                           =============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $          -         2,000
                                                           =============  ============
Supplemental disclosure of non-cash investing and
   financing activities:
Reduction in related party receivable and accrued
  interest in exchange for affiliate common stock          $     43,000             -
Sale of investment in land held for sale in exchange for
  affiliate common stock                                              -       247,000
Conversion of preferred stock to common stock                         -        48,000
Reduction in receivable under agreement to sell affiliate
  stock and related deferred gain                                     -       394,000
Common stock issued in exchange for note payable
  to shareholder                                                      -        36,000
Accretion on preferred stock                                          -         1,000
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
           Three Months Ended December 31, 2002 and December 31, 2001
                                   (Unaudited)


1.   BUSINESS, BASIS OF PRESENTATION AND MANAGEMENT'S PLANS
-----------------------------------------------------------

Business  and  Basis  of  Presentation

The  accompanying  unaudited condensed consolidated financial statements include
the  accounts  of Intercell International Corporation, a Nevada corporation (the
Company)  and  Particle  Interconnect  Corp.  through November 2002, and Arizcan
Properties,  Ltd.  (Arizcan)  through October 2001. All significant intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.

Particle  Interconnect  Corp.  is  an  inactive subsidiary that was dissolved in
November  2002. Arizcan was a subsidiary, which owned an investment in land held
for  sale.  In  October  2001,  Arizcan  was  sold  (Note  5).

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  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, 2002.  It is the Company's opinion that when the interim statements are read
in  conjunction  with  the  September 30, 2002 Annual Report on Form 10-KSB, the
disclosures  are  adequate  to  make  the  information presented not misleading.
Interim results are not necessarily indicative of results for a full year or any
future  period.

Investment  in  NanoPierce

As of December 31, 2002, the Company owns approximately 10.3% of the outstanding
common  stock  of  NanoPierce  Technologies, Inc. ("NanoPierce").  The Company's
President/CEO  is  also  the President/CEO of NanoPierce and is also a member of
the  board  of  directors  of  both  companies.  The  Company  accounts  for its
investment  in  NanoPierce  under  the  equity  method  of accounting due to the
Company's ability to exercise significant influence over operating and financial
policies  of  NanoPierce.


                                        6
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
           Three Months Ended December 31, 2002 and December 31, 2001
                                   (Unaudited)


NanoPierce is engaged in the design, development and licensing of products using
its  intellectual  property,  the  PI Technology.  The PI Technology consists of
patents,  pending patent applications, patent applications in preparation, trade
secrets, trade names, and trade marks.  The PI Technology is designed to improve
electrical,  thermal  and mechanical characteristics of electronic products. The
Company  has  designated  and  is  commercializing  its  PI  Technology  as  the
NanoPierce  Connection  System  (NCS(TM))  and  markets  the  PI  Technology  to
companies  in  various  industries for a wide range of applications.  NanoPierce
has  not  realized  any  significant  revenues  through  December  31,  2002.

The  Company's  ownership  interest  in  NanoPierce's  outstanding  common stock
decreased  from approximately 11.7% at October 1, 2002 to approximately 10.3% at
December  31,  2002.  The Company's ownership interest decreased by 0.44% due to
the  Company's  sale  of  266,667  NanoPierce  shares  during  the quarter ended
December  31,  2002  (Note  2)  and issuances of common stock by NanoPierce that
resulted  in an additional 1.09% decrease. During the quarter ended December 31,
2002,  the  Company's  ownership  interest in NanoPierce increased by 0.13% as a
result  of  the receipt of 74,870 shares of NanoPierce in satisfaction of a note
receivable and accrued interest from an officer of the Company (Note 3).  During
the  quarter  ended  December  31, 2002, the carrying value of the investment in
NanoPierce  was  reduced  by  the Company's proportionate share of net losses of
NanoPierce  ($43,000),  resulting  in  a  remaining  investment balance of $0 at
December  31,  2002.

The  summarized  financial position and results of operation of NanoPierce as of
December  31,  2002  and for the three-month periods ended December 31, 2002 and
2001,  were  as  follows:

     Current  assets                                   $  1,358,602
                                                       ------------

     Long-term  assets:
       Intellectual  property                               515,685
       Other                                                875,969
                                                       ------------

     Total  assets                                     $  2,750,256
                                                       ============

     Total  liabilities  (all  current)                $    423,566
                                                       ------------

     Stockholders'  equity                                2,326,690
                                                       ------------

     Total  liabilities  and  stockholders' equity     $  2,750,256
                                                       ============


                                        7
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
           Three Months Ended December 31, 2002 and December 31, 2001
                                   (Unaudited)

                                     2002            2001
                                  -----------    ------------

     Revenues                     $   46,580          36,097
     Loss from operations         $ (857,710)     (1,372,056)
     Net loss                     $ (855,505)     (1,344,801)


At  December  31,  2002, the Company owned 6,526,329 shares of NanoPierce common
stock, and based upon the closing bid price of $0.61 per share, the market value
of  the  Company's  investment in NanoPierce common shares at December 31, 2002,
was approximately $3,981,000.  The Company is subject to various restrictions on
the sale and/or exchange of NanoPierce shares owned by the Company, which limits
the  marketability  of  this  investment.

Management's  Plans

The  Company  has  a  working  capital deficiency and a stockholders' deficit at
December  31,  2002,  and  has no revenue-producing operations.  The Company has
been  able to sell and/or exchange shares of NanoPierce common stock held by the
Company  for cash or in exchange for services or liabilities; and may be able to
perform  similar sales/exchanges during 2003, subject to various restrictions on
such  sales/exchanges.  The Company has also been in discussions with investment
bankers  and financial institutions attempting to raise 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.

2.   SALE OF AFFILIATE STOCK AND WARRANTS TO PURCHASE AFFILIATE STOCK
---------------------------------------------------------------------

Sale  of  Affiliate  Stock

In  December  2002,  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.  The  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  affiliate  stock  of  $50,000.


                                        8
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
           Three Months Ended December 31, 2002 and December 31, 2001
                                   (Unaudited)


Warrants to Purchase Affiliate Stock

In October 2002, the Company sold 100,000 restricted shares of NanoPierce common
stock  and  issued  two  warrants to purchase up to 300,000 shares of NanoPierce
common  stock  held  by  the  Company  for $50,000 cash. Each warrant grants the
holder  the  right  to  purchase  up  to 150,000 restricted 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 was $0.69 per share at the
transaction  date. The warrants are exercisable immediately; one warrant expires
in  October  2004,  one  warrant  expires in October 2007. Both warrants contain
cashless  exercise  provisions  at  the option of the holder. At the date of the
transaction,  the  warrants  were  valued  at $32,000, and the 100,000 shares of
NanoPierce  stock  were  valued  at  $18,000.

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 December 31, 2002, neither warrant had been exercised,
and the fair value of the derivatives was estimated to be $32,000.

3.   NOTE RECEIVABLE - RELATED PARTY
------------------------------------

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 common shares of
NanoPierce,  valued  at  $43,000  ($0.58 per share; the closing bid price of the
NanoPierce  common  stock  on  the  date of the exchange) in satisfaction of the
$39,000 promissory note and related accrued interest of $4,000.  No gain or loss
was  recognized  on  the  transaction.

4.   NOTE RECEIVABLE FROM AGREEMENT TO SELL AFFILIATE STOCK
-----------------------------------------------------------

Prior  to October 1, 2001, the Company entered into an agreement to sell 845,000
shares of NanoPierce common stock held by the Company in exchange for a $423,000
note  receivable,  classified  as  a  reduction  to  stockholders'  equity.  The
purchaser  had  the  option of putting back to the Company the 845,000 shares of
NanoPierce  common stock in full satisfaction of the note.  In October 2001, the
purchaser  returned to the Company the 845,000 shares of NanoPierce common stock
in satisfaction of the $394,000 note receivable from the purchaser.


                                        9
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
           Three Months Ended December 31, 2002 and December 31, 2001
                                  (Unaudited)


5.   SALE OF INVESTMENT IN LAND HELD FOR SALE
---------------------------------------------

In  October  2001,  the Company sold to a shareholder of the Company, all of the
common  stock  of  Arizcan, which had an investment in land held for sale with a
carrying  amount  of  $247,000,  in  exchange  for  330,000  common  shares  of
NanoPierce.  The  shares  of  NanoPierce  were  valued  at $247,000 based on the
quoted market price of the NanoPierce common stock at the date of the agreement,
and  no  gain  or  loss  was  recognized  on  the  transaction.

6.   STOCKHOLDERS' EQUITY (DEFICIT)
-----------------------------------

In  October  2001,  the  Company  paid  $10,000 and issued 226,365 shares of the
Company's  common  stock  in  satisfaction of a $44,000 note payable and related
accrued  interest  of  $2,000  due  to  a  shareholder.  The market value of the
Company's common stock at the date of issuance, based on the quoted market price
per  share,  was  $36,000.

In  December  2002,  warrants  to  purchase  10,000 shares of common stock at an
exercise  price  of  $3.00  per  share  expired.


7.   INCOME (LOSS) PER SHARE
----------------------------

SFAS  No.  128,  Earnings  per  Share,  requires  dual presentation of basic and
diluted  earnings or loss per share (EPS) with a reconciliation of the numerator
and denominator of the basic EPS computation to 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.

Basic  income (loss) per share of common stock is computed based on the weighted
average  number  of  shares outstanding during the period.  Diluted EPS includes
the  potential  conversion of stock options, warrants, and convertible preferred
stock.  Stock  options,  warrants  and  convertible  preferred  stock  are  not
considered  in diluted EPS for those periods with net losses in the calculation,
as  the  impact  of the potential common shares (approximately 338,850 shares at
December  31,  2002  and 348,850 at December 31, 2001) would be to decrease loss
per  share.


                                       10
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
           Three Months Ended December 31, 2002 and December 31, 2001
                                   (Unaudited)


8.   LITIGATION
---------------

Prior  to  October  1, 2001, the Company agreed to settle certain litigation and
$135,000  of  BMI  Acquisition  Group,  Inc. (a subsidiary that was in Chapter 7
Bankruptcy  prior  to  October 1, 2001) liabilities by paying $5,000 in cash and
exchanging  37,000  restricted  common shares of NanoPierce common stock held by
the  Company.  The settlement agreement further stipulated that should the value
of the NanoPierce shares be less than $100,000, based on the closing asked share
price  one  year  from  the  date of the settlement, the Company was to exchange
additional  shares  of NanoPierce in an amount sufficient to obtain the $100,000
value.  Based on the closing asked share price of the NanoPierce common stock on
the one-year anniversary date, the Company recognized an additional liability of
$74,000 at September 30, 2001.  In June 2002, the Company agreed to pay $100,000
to  settle  the  litigation  and  recorded  an  additional  $26,000  of expense.

The Company, NanoPierce and Louis DiFrancesco, the inventor of the PI Technology
were  involved  in  litigation  relating  to  the  NanoPierce  ownership  of its
intellectual  property  and the rights as to who should receive royalty payments
from licenses, which were outstanding as of September 3, 1996.  In October 2002,
NanoPierce,  the  Company  and  DiFrancesco  signed a settlement agreement to be
enforced  by  court  order.  The  court order, among other things, declares that
NanoPierce owns the entire, exclusive, incontestable ownership, right, title and
interest  in the Patents.  The court order further declares Mr. DiFrancesco owns
the  sole,  exclusive,  and  incontestable  right,  to  receive  and collect all
royalties  and other payment from all licenses outstanding on September 3, 1996.
In  addition,  Mr.  DiFrancesco  was  also  granted  a  limited,  two  year,
non-transferable, with no right to sublease, royalty-bearing license.  The Court
Order  could  be  appealed but has not been appealed.  Management of the Company
believes  that there are no financial implications to the Company as a result of
this  settlement  agreement.

The  Company  is also involved in other various claims and legal actions arising
in  the ordinary course of business.  In the opinion of management, the ultimate
disposition  of  the  matter  discussed  above and other matters will not have a
material  adverse  impact  either individually or in the aggregate on results of
operations,  financial  position  or  cash  flows  of  the  Company.


                                       11
<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.

RESULTS  OF  OPERATIONS

     General  and  administrative expenses during the quarter ended December 31,
2002  were $51,000, compared to $37,000 for the quarter ended December 31, 2001.
The  net  increase  of  $14,000  is primarily attributable to additional payroll
expense  of  $19,000  and  a  decrease  in professional fees of $5,000. Interest
income  and  interest  expense  were  not  significant  for  the  periods.

     The  Company recognized gains of $68,000 for the quarter ended December 31,
2002  on  the sale and exchange of NanoPierce common stock, compared to gains of
$29,000  for  the  quarter  ended  December  31,  2001.

     The  condensed  consolidated  financial  statements  reflect  the Company's
investment  in  NanoPierce  Technologies,  Inc.  ("NanoPierce") as an investment
accounted  for  under the equity method of accounting.  The Company's investment
in  NanoPierce  was  carried  at  zero  at September 30, 2002, and therefore the
equity  method  was  suspended.  During the quarter ended December 31, 2002, the
Company received NanoPierce shares in exchange for a note receivable and accrued
interest.  The  NanoPierce shares were valued at $43,000.  At December 31, 2002,
the  carrying  amount  of the investment in NanoPierce is zero after recording a
loss  of  $43,000  from  its  equity in NanoPierce's losses for the three months
ended  December 31, 2002.  Therefore, the Company has again suspended the equity
method  of  accounting.  The  Company  accounts for its investment in NanoPierce
under  the  equity method of accounting due to the Company's ability to exercise
significant  influence over operations and financial policies of NanoPierce even
though  the  voting  ownership  interest  is  below  20% (approximately 10.3% at
December  31,  2002).


                                       12
<PAGE>
     During  the  quarter  ended December 31, 2002, the Company recognized a net
loss  of  $26,000  compared  to  a net loss of $162,000 during the quarter ended
December  31, 2001. The decrease of $136,000 is explained by the gain of $68,000
on  the  sale  of 266,667 common shares of NanoPierce by the Company compared to
$29,000  for  the  prior  year  period,  and  the decrease in the equity loss of
affiliate of $43,000 in the quarter ended December 31, 2002 compared to $153,000
in  the quarter ended December 31, 2001; in addition, general and administrative
expenses  increased  by  $14,000  in  the  quarter  ended  December  31,  2002.

     During  the  quarter  ended  December 31, 2002, 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 December 31, 2002, the fair value of the
derivatives  was  estimated  to  be  $32,000.

     In  September 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 common shares of NanoPierce
value  at  $43,000  ($0.58  per  share;  the closing bid price of the NanoPierce
common  stock  on  the  date  of  the  exchange)  in satisfaction of the $39,000
promissory  note  and  related  accrued interest of $4,000.  No gain or loss was
recognized  on  the  transaction.


                                       13
<PAGE>
PLAN OF OPERATIONS

     Over  the  past  two years, the Company has restructured itself in order to
enhance  its  prospects  for  financing  and  future  business  operations  and
acquisitions.

     During  the  quarter  ended  December  31,  2002, the Company completed the
following  significant  transactions:

     -    The  Company  sold  to  an unrelated third party 100,000 shares of the
          NanoPierce  common  stock  held by the Company, along with warrants to
          purchase  up  to 300,000 shares of the NanoPierce common stock held by
          the  Company for $50,000. The warrants have an exercise price of $0.50
          per  share  and  include  provisions  for  a  cashless  exercise.

     -    The  Company  sold  an  additional 166,667 shares of NanoPierce common
          stock  held  by  the  Company  for  an  additional  $50,000.

     -    The  Company  received  74,870  common  shares of NanoPierce valued at
          $43,000  ($0.58  per  share;  the  closing bid price of the NanoPierce
          common  stock  on  the  date  of  the exchange) in satisfaction of the
          $39,000 promissory note and related accrued interest of $4,000 owed by
          an  officer  of  the  Company.

     As  of  December  31,  2002,  the  Company  owns approximately 10.3% of the
outstanding  common stock of NanoPierce. The Company's President/CEO is also the
President/CEO  of  NanoPierce and is also a Director on both Companys' boards of
directors.  The  Company  accounts  for  its  investment in NanoPierce under the
equity method of accounting due to the Company's ability to exercise significant
influence  over  operating  and financial policies of NanoPierce.  NanoPierce is
engaged  in  the  design,  development  and  licensing  of  products  using  its
intellectual  property,  the  PI  Technology.  The  PI  Technology  consists  of
patents,  pending patent applications, patent applications in preparation, trade
secrets, trade names, and trade marks.  The PI Technology is designed to improve
electrical,  thermal and mechanical characteristics of electronic products.  The
Company  has  designated  and  is  commercializing  its  PI  Technology  as  the
NanoPierce Connection System (NCS) and markets the PI Technology to companies in
various  industries  for  a  wide  range  of  applications.  NanoPierce  has not
realized  any  significant  revenues  through  December  31,  2002.


                                       14
<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 December 31,
2002,  the  Company  owned  6,526,329  common shares of NanoPierce with a market
value  of  $3,981,000,  based  upon a closing bid price of $0.61 per share.  The
Company  is  subject  to  various  restrictions  on  the sale and/or exchange of
NanoPierce  shares  owned by the Company, which limits the marketability of this
investment.

     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.


                                       15
<PAGE>
                           PART II - OTHER INFORMATION

ITEM 1.   LEGAL PROCEEDINGS

     The  Company,  NanoPierce  Technologies,  Inc.  ("NanoPierce")  and  Louis
DiFrancesco,  the  inventor  of  the  PI  Technology were involved in litigation
relating to the NanoPierce ownership of its intellectual property and the rights
as  to who should receive royalty payments from licenses, which were outstanding
as  of  September  3,  1996.  On  October  8,  2002,  NanoPierce the Company and
DiFrancesco  signed  a  settlement agreement to be enforced by Court Order.  The
Court  Order,  among  other  things,  declares  that NanoPierce owns the entire,
exclusive,  incontestable  ownership,  right, title and interest in the Patents.
The  Court  Order further declares Mr. DiFrancesco owns the sole, exclusive, and
incontestable right, to receive and collect all royalties and other payment from
all  licenses outstanding on September 3, 1996.  In addition, Mr. DiFranceco was
also  granted  a  limited two year, non-transferable, with no right to sublease,
royalty-bearing  license.  The  Court  order  could be appealed and has not been
appealed.  Management  of  the  Company  believes  that  there  are no financial
implications  to  the  Company  as  a  result  of  such  settlement  agreement.

     The  Company  is  also  involved  in other various claims and legal actions
arising  in  the ordinary course of business.  In the opinion of management, the
ultimate  disposition  of  the matter discussed above and other matters will not
have a material adverse impact either individually or in the aggregate on either
results  of  operations,  financial  position  or  cash  flows  of  the Company.

ITEM 2.   CHANGES IN SECURITIES

     The  Company  made  no unregistered sales of its securities from October 1,
2002  to  December  31,  2002.

ITEM 4.   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.


                                       16
<PAGE>
ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

     (a)  EXHIBITS:

          Exhibit 11 Computation of Net Loss Per Share

     (b)  REPORTS ON FORM 8-K:
          None.


                                       17
<PAGE>
                                   SIGNATURES

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

                                       INTERCELL INTERNATIONAL
                                           CORPORATION
                                       (REGISTRANT)

Date:  February 13, 2003               By /s/ Paul H. Metzinger
                --                       -----------------------------------
                                         Paul H. Metzinger, President & CEO,
                                         Chief Financial Officer


                                       18
<PAGE>
                                  CERTIFICATION
                                  -------------


I, Paul H. Metzinger, certify that:

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

     2.   Based  on  my  knowledge,  this  quarterly 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  quarterly  report;

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

     4.   That  I  am  responsible  for  establishing and maintaining disclosure
          controls  and  procedures (as defined in Exchange Act rules 13a-14 and
          15d-14)  for  the  registrant  and  have:

          a.   Designed  such  disclosure controls and procedures to ensure that
               material  information  relating  to the registrant, including its
               consolidated  subsidiaries,  is made known to us by others within
               those  entities,  particularly  during  the  period in which this
               quarterly  report  is  being  prepared;

          b.   Evaluated  the  effectiveness  of  the  registrant's  disclosure
               controls  and procedures as of a date within 90 days prior to the
               filing date of this quarterly report (the "Evaluation Date"); and

          c.   Presented  in  this  quarterly  report  our conclusions about the
               effectiveness  of the disclosure controls and procedures based on
               our  evaluation  as  of  the  Evaluation  Date;

     5.   That  I  have  disclosed,  based  on my most recent evaluation, to the
          registrant's auditors and the audit committee of registrant's board of
          directors  (or  persons  performing  the  equivalent  functions):

          a.   All  significant  deficiencies  in  the  design  or  operation of
               internal  controls  which could adversely affect the registrant's
               ability  to  record, process, summarize and report financial data
               and  have  identified  for the registrant's auditors any material
               weaknesses  in  internal  controls;  and


                                       19
<PAGE>
          b.   Any  fraud,  whether or not material, that involves management or
               other  employees  who have a significant role in the registrant's
               internal  controls;  and

     6.   That  I  have  indicated in this quarterly report whether or not there
          were significant changes in internal controls or in other factors that
          could significantly affect internal controls subsequent to the date of
          our  most  recent  evaluation,  including  any corrective actions with
          regard  to  significant  deficiencies  and  material  weaknesses.


Date:   February 13, 2003
                 --
                                          /s/  Paul H. Metzinger
                                          ----------------------------------
                                          Paul H. Metzinger,
                                          Chief Executive Officer, President
                                          & Chief Financial Officer


                                       20
<PAGE>