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  March 31, 2003

                                       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 May 14, 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 - March 31, 2003                2

          Condensed Consolidated Statements of Operations -
                    Three  months  and  six  months  ended
                    March  31,  2003  and  2002                                3

          Condensed Consolidated Statement of Changes in Stockholders'
                    Deficit - Six months ended March 31, 2003                  4

          Condensed Consolidated Statements of Cash Flows -
                    Six  months  ended  March  31,  2003  and  2002            5

          Notes  to  Condensed  Consolidated  Financial  Statements            6

Item  2.  Management's  Discussion  and  Analysis                             13

PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings                                                  17

Item  2.  Changes  in  Securities                                             17

Item  4.  Controls  and  Procedures                                           17

Item  6.  Exhibits  and  Reports  on  Form  8-K                               18

     SIGNATURE                                                                19
     CERTIFICATION


<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 March 31, 2003, the
related  condensed consolidated statements of operations for the three-month and
six-month  periods  ended  March  31,  2003 and 2002, the condensed consolidated
statement  of  changes  in  stockholders' deficit for the six-month period ended
March  31, 2003, and the condensed consolidated statements of cash flows for the
six-month  periods  ended  March  31,  2003  and  2002.  These interim 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 generally accepted auditing standards, 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
May 9, 2003


                                        1
<PAGE>
<TABLE>
<CAPTION>
                 INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                         Condensed Consolidated Balance Sheet
                                    March 31, 2003
                                      (Unaudited)

                                        Assets
                                        ------

<S>                                                                      <C>
Current assets:
  Cash and cash equivalents                                              $     14,000
                                                                         -------------
    Total current assets                                                       14,000
                                                                         -------------

       Total assets                                                      $     14,000
                                                                         =============

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

Current liabilities:
  Accounts payable and accrued liabilities                               $    116,000
  Derivative instruments (Note 2)                                              13,000
                                                                         -------------

      Total liabilities (all current)                                         129,000
                                                                         -------------

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                                                     (36,995,000)
                                                                         -------------
      Total stockholders' deficit                                            (115,000)
                                                                         -------------

        Total liabilities and stockholders' deficit                      $     14,000
                                                                         =============

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                 Condensed Consolidated Statements of Operations
               Three and Six Months Ended March 31, 2003 and 2002
                                   (Unaudited)


                                             Three Months Ended     Six Months Ended
                                                March 31,                March 31,
                                                ---------                ---------
                                            2003         2002        2003        2002
                                         -----------  ----------  ----------  -----------
<S>                                      <C>          <C>         <C>         <C>
General and administrative expense       $(  41,000)  ( 467,000)  (  92,000)  (  504,000)
Gain on sale and exchange of affiliate
  stock (Note 2)                             19,000     503,000      87,000      532,000
Unrealized gain (loss) on derivative
  instruments (Note 2)                       19,000   ( 550,000)     19,000   (  550,000)
Interest income                                   -       1,000           -        2,000
Equity in losses of affiliate (Note 2)   (    8,000)  (  94,000)  (  51,000)  (  247,000)
Interest expense                                  -   (   2,000)          -   (    4,000)
                                         -----------  ----------  ----------  -----------

Net loss                                 (   11,000)  ( 609,000)  (  37,000)  (  771,000)
                                         -----------  ----------  ----------  -----------

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

Net loss applicable to common
  stockholders                           $(  11,000)  ( 609,000)  (  37,000)  (  772,000)
                                         ===========  ==========  ==========  ===========

Basic and diluted loss per share,
  applicable to common stockholders      $        *   (    0.07)          *   (     0.09)
                                         ===========  ==========  ==========  ===========

Weighted average number of common
  shares outstanding:
    Basic and Diluted                     8,651,251   8,551,251   8,651,251    8,420,344
                                         ===========  ==========  ==========  ===========
</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 Statement of Changes in Stockholders' Deficit
                         Six Months Ended March 31, 2003
                                   (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                           -         -             -            -      (37,000)     (37,000)
                           ---------  --------  -------------  ----------  ------------  -----------

Balances, March 31, 2003   8,651,251  $  9,000             -   36,871,000  (36,995,000)  (  115,000)
                           =========  ========  =============  ==========  ============  ===========
</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)


                                                               Six Months Ended
                                                                   March 31,
                                                                   ---------
                                                               2003          2002
                                                           ------------  ------------
<S>                                                        <C>           <C>
Cash flows from operating activities:
 Net loss                                                  $(   37,000)  (   771,000)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Expense incurred in exchange for derivative                        -       450,000
  Unrealized (gain) loss on derivative instruments          (   19,000)      550,000
  Gain on sale and exchange of affiliate stock              (   87,000)  (   532,000)
  Equity in losses of affiliate                                 51,000       247,000
  Changes in operating assets and liabilities:
   Decrease in receivable                                            -         2,000
   Decrease in accounts payable and
     accrued liabilities                                    (    8,000)  (    13,000)
                                                           ------------  ------------
   Net cash used in operating activities                    (  100,000)  (    67,000)
                                                           ------------  ------------

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and
   warrants to purchase affiliate stock                        111,000       503,000
 Payment received on related party advances                          -        51,000
                                                           ------------  ------------
   Net cash provided by investing activities                   111,000       554,000
                                                           ------------  ------------

Cash flows from financing activities:
 Payment on note payable to related party                            -    (  128,000)
 Payment on note payable to shareholder                              -    (    8,000)
                                                           ------------  ------------
  Net cash used in financing activities                              -    (  136,000)
                                                           ------------  ------------

Net increase in cash and cash equivalents                       11,000       351,000

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

Cash and cash equivalents, end of period                   $    14,000       382,000
                                                           ============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                   $         -         4,000
                                                           ============  ============
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
               Six Months Ended March 31, 2003 and March 31, 2002
                                   (Unaudited)

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

Business  and  Basis  of  Presentation

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

Particle, 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  financial
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  March  31, 2003, 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.  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,


                                        6
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Six Months Ended March 31, 2003 and March 31, 2002
                                   (Unaudited)

trade  names,  and  trademarks.  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  March 31, 2003.  Due to
continued  operating  losses  and  in  order  to  comply  with  German  legal
requirements,  NanoPierce  Card  Technologies, Gmbh (NCT), a wholly-owned German
subsidiary  of  NanoPierce  filed insolvency with the Courts of Munich, Germany,
effective  April  1,  2003  and  was  placed  in  receivership on that date. NCT
activities  through  March  2003  consisted  primarily  of  providing  software
development  and implementation services and performing administrative, research
and  development,  and  selling  and  marketing  activities.

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
March  31, 2003.  The Company's ownership interest decreased by 0.50% due to the
Company's  sale  of  300,842 NanoPierce shares during the six months ended March
31,  2003  (Note 2) and issuances of common stock by NanoPierce that resulted in
an  additional  1.05%  decrease. During the six months ended March 31, 2003, 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) and 15,000 shares of
NanoPierce  from a director who had received such shares for services during the
2002  fiscal year, valued at $8,000. During the six months ended March 31, 2003,
the  carrying value of the investment in NanoPierce was reduced by the Company's
proportionate  share  of  net  losses  of  NanoPierce  ($51,000), resulting in a
remaining  investment  balance  of  $0  at  March  31,  2003.


                                        7
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Six Months Ended March 31, 2003 and March 31, 2002
                                   (Unaudited)

The  summarized  financial position and results of operation of NanoPierce as of
March 31, 2003 and for the six-month periods ended March 31, 2003 and 2002, were
as  follows:

     Current  assets                                 $    829,030
                                                     ------------

     Long-term  assets:
       Intellectual  property,  patents
         and trademark applications, net                  834,310
       Other,  net                                        598,241
                                                     ------------
                                                        1,432,551
                                                     ------------
     Total  assets                                   $  2,261,581
                                                     ============

     Total  liabilities  (all  current)              $    656,078
                                                     ------------

     Stockholders'  equity                              1,605,503
                                                     ------------

     Total liabilities and stockholders' equity      $  2,261,581
                                                     ============

                                    2003         2002
                                ------------  -----------

Revenues                        $    99,579       67,967
Loss from operations            $(1,851,323)  (2,566,264)
Net loss                        $(1,843,806)  (2,521,689)

At  March  31,  2003,  the  Company  owned 6,507,154 shares of NanoPierce common
stock, and based upon the closing bid price of $0.29 per share, the market value
of  the  Company's investment in NanoPierce common shares at March 31, 2003, was
approximately $1,887,000.  The Company is subject to various restrictions on the
sale  and/or  exchange  of  NanoPierce common 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
March  31,  2003  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 in the past and may
be  able  to  perform  similar  sales/exchanges  during 2003, subject to various
restrictions  on  such  sales/exchanges.


                                        8
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Six Months Ended March 31, 2003 and March 31, 2002
                                   (Unaudited)

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

During  the six months ended March 31, 2003, the Company sold to unrelated third
parties,  200,842  restricted  shares  of  NanoPierce  common  stock held by the
Company  for  cash  of  $61,000.  The  Company sold 166,667 shares for $0.30 per
share  and sold 34,175 shares for $0.33 per share.  The closing market prices of
the  NanoPierce  common  stock on the transaction dates were $0.62 and $0.70 per
share,  respectively.  The  carrying  value  of  the  NanoPierce  shares  on the
transaction  dates was $0, resulting in a gain on the sale of affiliate stock of
$61,000.

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, and 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 March 31, 2003, neither warrant had been exercised,
and the fair value of the derivatives was estimated to be $13,000.  As a result,
a  $19,000  unrealized  gain  was  recognized during the quarter ended March 31,
2003,  to  reflect the decrease in the fair value of the derivative instruments.


                                        9
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Six Months Ended March 31, 2003 and March 31, 2002
                                   (Unaudited)

In  January  and  April  2002,  the Company granted warrants to a third party in
exchange for business consulting and advisory services.  Under the warrants, the
third  party  had  the  right  to  purchase up to 5,000,000 shares of NanoPierce
common  stock  held  by  the Company at an exercise price of $0.50 and $1.39 per
share.  The  warrants  were considered derivative financial instruments and were
therefore  recorded  on  the  balance  sheet  at  fair value at the dates of the
transactions.  Changes  in  the  fair  value  of the warrants were recognized in
earnings  (loss) of the Company through May 22, 2002, the date the warrants were
cancelled.  During  the  quarter  ended March 31, 2002, the Company recognized a
$550,000  unrealized  loss  on  the  derivatives.

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'  deficit. 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 remaining balance on the note receivable from
the  purchaser.

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.


                                       10
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Six Months Ended March 31, 2003 and March 31, 2002
                                   (Unaudited)

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  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
March  31,  2003  and  348,850  at March 31, 2002) would be to decrease loss per
share.


                                       11
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
               Six Months Ended March 31, 2003 and March 31, 2002
                                   (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 terms of the agreement do not require any future
financial  commitments  of  the  Company  and  are  not expected have any future
financial impact on the Company's results of operations or cash flows. 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 sublicense, royalty-bearing license.  The
Court  Order  could  be  appealed  but  has  not  been  appealed.

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.


                                       12
<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 six months ended March 31,
2003 were $92,000, compared to $504,000 for the six months ended March 31, 2002
($41,000 and $467,000 for the three months ended March 31, 2003 and 2002,
respectively).  The net decrease of $412,000 is primarily attributable to a
decrease in consulting expenses.  During the six months ended March 31, 2002,
the Company issued a warrant for common shares of NanoPierce to a third party
for consulting services, in which $450,000 of expenses was recorded. Interest
income and interest expense were not significant for the periods.

     The Company recognized gains of $87,000 for the six months ended March 31,
2003 on the sale and exchange of NanoPierce common stock, compared to gains of
$532,000 for the six months ended March 31, 2002 ($19,000 and $503,000 for the
three months ended March 31, 2003 and 2002, respectively).

     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 six months ended March 31, 2003, the
Company received NanoPierce shares in exchange for a note receivable and accrued
interest.  In addition, the Company, in May 2002, issued shares to a director
for services, such shares were subsequently returned to the Company during the
2003 fiscal year.  The NanoPierce shares were valued at $51,000.  At March 31,
2003, the carrying amount of the investment in NanoPierce is zero after
recording a loss of $51,000 from its equity in NanoPierce's losses for the six
months ended March 31, 2003.


                                       13
<PAGE>
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 March 31, 2003).

     During the six months ended March 31, 2003, the Company recognized a net
loss of $37,000 compared to a net loss of $771,000 during the six months ended
March 31, 2002 ($11,000 and $609,000 for the three months ended March 31, 2003
and 2002, respectively).  The decrease of $734,000 is explained by the issuance
of the warrants for NanoPierce common shares for consulting services, and the
decrease in the equity loss of affiliate of $51,000 for the six months ended
March 31, 2003 compared to $247,000 for the six months ended March 31, 2002.

LIQUIDITY AND CAPITAL RESOURCES

     During  the  six  months  ended March 31, 2003, the Company entered into an
agreement  with  an  unrelated  third party to sell 100,000 shares of 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 two years.  The second warrant of
150,000  shares  has  a  term  of  five  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  March  31,  2003, the fair value of the
derivatives  was  estimated  to  be  $13,000.

     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.


                                       14
<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  six  months  ended  March  31, 2003, 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 200,842 shares of NanoPierce common
          stock  held  by  the  Company  for  an  additional  $61,000.

     -    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.

     -    The  Company  received  15,000  common  shares of NanoPierce valued at
          $7,500  ($0.50  per  share;  the  closing  bid price of the NanoPierce
          common stock on the date of the exchange) from a director to whom such
          shares  were  issued  to  for  services  as a director to the Company,
          during  the  2002  fiscal  year.

     As  of  March  31,  2003,  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 Companies' 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(TM))  and  markets  the  PI  Technology  to
companies  in  various  industries  for a wide range of applications. NanoPierce
Card  Technologies, GmbH, a wholly owned subsidiary of NanoPierce, was placed in
receivership  on  April  1,  2003.


                                       15
<PAGE>
NanoPierce  has  not  realized  any significant revenues through March 31, 2003.

     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 March 31,
2003,  the  Company  owned  6,507,154  common shares of NanoPierce with a market
value  of  $1,887,000,  based  upon a closing bid price of $0.29 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.


                                       16
<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. DiFrancesco was
also granted a limited two year, non-transferable, with no right to sublicense,
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 January 1,
2003  to  March  31,  2003.

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.


                                       17
<PAGE>
ITEM  6.       EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  EXHIBITS:

          Exhibit  11  Computation of Net Loss Per Share

          Exhibit  99  Section  1350 Certification


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


                                       18
<PAGE>
                                   SIGNATURES

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

                                        INTERCELL INTERNATIONAL

                                            CORPORATION

                                        (REGISTRANT)


Date: May 14, 2003                  /s/Paul  H.  Metzinger
                                    --------------------------------------------
                                        Paul H. Metzinger, President & CEO,
                                            Chief Financial Officer


                                       19
<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.   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 me 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  my  conclusions  about  the
          effectiveness  of  the disclosure controls and procedures based on our
          evaluation  as  of  the  Evaluation  Date;

5.   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


<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.   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:   May 14, 2003



                                          /s/Paul  H.  Metzinger
                                          --------------------------------------
                                            Paul  H.  Metzinger,
                                              Chief Executive Officer, President
                                                & Chief  Financial  Officer


<PAGE>