FORM 10-QSB

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

[X]     QUARTERLY  REPORT  PURSUANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934

        For  the  quarterly  period  ended  March  31,  2004

                                       OR

[ ]     TRANSITION  REPORT  PURUSANT  TO  SECTION  13  OR  15(d)  OF  THE
        SECURITIES  EXCHANGE  ACT  OF  1934

                         Commission file number 0-14306

                       INTERCELL INTERNATIONAL CORPORATION
                       -----------------------------------
        (Exact name of small business issuer as specified in its charter)

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

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

              (Address of principal executive offices )  (Zip Code)

         Issuer's telephone number, including area code:  (303) 592-1010

                                 Not applicable
     (Former name, former address or former fiscal year, if changed since last
                                     report)

Indicate  by check mark whether the issuer (1) has filed all reports required to
be  filed  by  Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding  12  months  (or  for such shorter period that the registrant was
required  to  file  such  reports),  and  (2)  has  been  subject to such filing
requirements  for  the  past  90  days.

Yes   X   No
     ---      ---

As  of  May 20, 2004 there were 22,047,038 shares of the registrant's sole class
of  common  shares  outstanding.

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


<PAGE>
                       INTERCELL INTERNATIONAL CORPORATION
                                      INDEX

PART I - FINANCIAL INFORMATION

Item 1.  Unaudited Financial Statements                                    Page
                                                                           ----

     Independent Accountants' Report                                          1

     Condensed Consolidated Balance Sheet -March 31, 2004                     2

     Condensed Consolidated Statements of Operations and
          Comprehensive Loss -
          Six and three months ended March 31, 2004 and 2003                  3

     Condensed Consolidated Statement of Changes in Stockholders'
          Equity - Six months ended March 31, 2004                            4

     Condensed Consolidated Statements of Cash Flows -
          Six and three months ended March 31, 2004 and 2003                  5

     Notes to Condensed Consolidated Financial Statements                     6

Item 2.  Management's Discussion and Analysis                                15

Item 3.  Controls and Procedures                                             18


PART II - OTHER INFORMATION

Item 2.  Changes in Securities                                               18

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

     SIGNATURES                                                              20


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




Board of Directors
Intercell International Corporation

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
Intercell  International  Corporation  and  subsidiary as of March 31, 2004, the
related  condensed  consolidated statements of operations and comprehensive loss
for  the  three-month  and  six-month periods ended March 31, 2004 and 2003, the
condensed  consolidated  statement  of  changes  in stockholders' equity for the
six-month period ended March 31, 2004, and the condensed consolidated statements
of  cash  flows  for the six-month periods ended March 31, 2004 and 2003.  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 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  17,  2004


                                        1
<PAGE>
<TABLE>
<CAPTION>
                INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                       Condensed Consolidated Balance Sheet
                                  March 31, 2004
                                    (Unaudited)


                              Assets
                              ------

<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $    380,654
  Accounts receivable, less allowance
    for doubtful accounts of $35,000                                       57,672
  Prepaid investor relation services (Note 8)                              42,219
                                                                     -------------
    Total current assets                                                  480,545
                                                                     -------------

Property and equipment:
  Office equipment and furniture                                           27,374
  Machinery and construction equipment                                      6,465
  Vehicles                                                                  1,400
                                                                     -------------
                                                                           35,239
  Less accumulated depreciation                                           (11,439)
                                                                     -------------
                                                                           23,800
                                                                     -------------
Other assets:
  Deposits                                                                  3,167
  Investment securities available for sale (Note 3)                        56,056
  Client contracts and relationships, net of accumulated
    amortization of $85,690 (Note 4)                                      531,310
                                                                     -------------
                                                                          590,533
                                                                     -------------

       Total assets                                                  $  1,094,878
                                                                     =============

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

Current liabilities:
  Accounts payable                                                   $    147,446
  Accrued liabilities                                                      17,688
  Accrued liabilities, related party                                        5,534
  Line of credit (Note 6)                                                  15,669
  Derivative instruments (Note 3)                                          41,850
                                                                     -------------

      Total liabilities (all current)                                     228,187
                                                                     -------------

Commitments (Note 7)

Stockholders' equity (Note 8):
  Convertible preferred stock; $0.001 par value;
    20,000,000 shares authorized; no shares issued and outstanding              -
  Common stock; $0.001 par value; 100,000,000 shares authorized;
    20,047,038 shares issued and outstanding                               20,047
  Common stock to be issued                                               110,000
  Additional paid-in capital                                           38,357,228
  Accumulated other comprehensive income                                   56,056
  Accumulated deficit                                                 (37,676,640)
                                                                     -------------
      Total stockholders' equity                                          866,691
                                                                     -------------

        Total liabilities and stockholders' equity                   $  1,094,878
                                                                     =============

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


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

                                             Three Months Ended       Six Months Ended
                                          ------------------------  -----------------------
                                                  March 31,                March 31,
                                          ------------------------  -----------------------

                                              2004         2003        2004         2003
                                          ------------  ----------  -----------  ----------
<S>                                       <C>           <C>         <C>          <C>

Revenues                                  $    59,968           -      100,644           -
Cost of revenues                               19,612           -       83,468           -
                                          ------------  ----------  -----------  ----------

Gross profit                                   40,356           -       17,176           -
                                          ------------  ----------  -----------  ----------

General and administrative expense           (427,058)    (41,594)    (831,492)    (92,452)
                                          ------------  ----------  -----------  ----------

Loss from operations                         (386,702)    (41,594)    (814,316)    (92,452)
                                          ------------  ----------  -----------  ----------

Other income (loss):
  Gain on sale and exchange of
    affiliate stock (Note 3)                        -      18,668      259,195      86,525
  Unrealized (loss)gain on derivative
    instruments (Note 3)                       (8,850)     18,500       (6,930)     19,000
  Minority interest in loss of
    subsidiary (Note 4)                             -           -       54,944           -
  Interest income                               1,178           -        3,114           -
  Equity in losses of affiliate (Note 3)            -      (7,500)           -     (50,924)
  Interest expense                               (340)          -         (887)         (-)
                                          ------------  ----------  -----------  ----------
                                               (8,012)     29,668      309,436      54,601
                                          ------------  ----------  -----------  ----------

Net loss                                     (394,714)    (11,926)    (504,880)    (37,851)
                                          ------------  ----------  -----------  ----------

Other comprehensive income;
  change in unrealized gain on
    securities available for sale              14,838           -       56,056           -
                                          ------------  ----------  -----------  ----------

Total comprehensive loss                  $  (379,876)    (11,926)    (448,824)    (37,851)
                                          ============  ==========  ===========  ==========

Basic and diluted net loss per
  share                                   $     (0.02)          *        (0.03)          *
                                          ============  ==========  ===========  ==========

Weighted average number of common
   shares outstanding                      20,047,038   8,651,251   19,296,682   8,651,251
                                          ============  ==========  ===========  ==========

<FN>
               * Less than $(0.01) per share.
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                     INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             Condensed Consolidated Statement of Changes in Stockholders' Equity
                                               Six Months Ended March 31, 2004
                                                         (Unaudited)

                                                                               Accumulated
                               Common Stock                      Additional       Other                           Total
                           -------------------  Common Stock      Paid-In     Comprehensive    Accumulated    Stockholders'
                             Shares    Amount   To Be Issued      Capital         Income         Deficit         Equity
                           ----------  -------  -------------  -------------  --------------  -------------  ---------------
<S>                        <C>         <C>      <C>            <C>            <C>             <C>            <C>

Balances, October 1, 2003   9,071,251  $ 9,071  $           -  $ 37,186,597   $            -  $(37,171,760)  $       23,908

Common stock and warrants
  issued for cash          10,950,000   10,950              -     1,066,050                -             -        1,077,000

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

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

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

Common stock to be issued           -        -        110,000             -                -             -          110,000

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

Net loss                            -        -              -             -                -      (504,880)        (504,880)

Other comprehensive
  income:
  Change in unrealized
   gain on securities               -        -              -             -           56,056             -           56,056
                           ----------  -------  -------------  -------------  --------------  -------------  ---------------
Balances,
  March 31, 2004           20,047,038  $20,047  $     110,000  $ 38,357,228   $       56,056  $(37,676,640)  $      866,691
                           ==========  =======  =============  =============  ==============  =============  ===============


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


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

                                                                Six Months Ended
                                                                    March31,
                                                             ----------------------

                                                                2004        2003
                                                             -----------  ---------
<S>                                                          <C>          <C>

Cash flows from operating activities:
 Net loss                                                    $ (504,880)   (37,851)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Amortization expense                                           85,690          -
  Depreciation expense                                            8,271          -
  Amortization of prepaid investor relation services             47,399          -
  Unrealized loss (gain) on derivative instruments                6,930    (19,000)
  Gain on sale and exchange of affiliate stock                 (259,195)   (86,525)
  Equity in losses of affiliate                                       -     50,924
  Minority interest in subsidiary                               (54,944)         -
  Changes in operating assets and liabilities, net of
   business acquisition:
   Decrease in accounts receivable                               74,742          -
   Decrease in accounts payable and
     accrued liabilities                                       (405,316)    (7,532)
                                                             -----------  ---------
    Net cash used in operating activities                    (1,001,303)   (99,984)
                                                             -----------  ---------

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and warrant to
   purchase affiliate stock                                     259,195    111,000
 Payment of notes receivable                                    135,000
 Cash acquired in business acquisition                              960          -
 Increase in notes receivable                                  (100,000)         -
 Purchase of equipment                                          (12,530)         -
                                                             -----------  ---------
   Net cash provided by investing activities                    282,625    111,000
                                                             -----------  ---------

Cash flows from financing activities:
 Proceeds from sale of common stock, option and warrants      1,279,946          -
 Payment to minority members                                    (50,000)         -
 Payments on notes payable and line of credit                  (138,914)         -
                                                             -----------  ---------
   Net cash provided by financing activities                  1,091,032          -
                                                             -----------  ---------

Net increase in cash and cash equivalents                       372,354     11,016

Cash and cash equivalents, beginning                              8,300      2,864
                                                             -----------  ---------

Cash and cash equivalents, ending                            $  380,654     13,880
                                                             ===========  =========

Supplemental disclosure of non-cash investing and
  financing activities:
Warrant issued in partial satisfaction of note payable       $   11,661          -
Note receivable satisfied in connection with extinguishment
  of note payable                                                20,200          -
Increase in investment securities available for sale and
  related unrealized gain                                        56,056          -
Reduction in related party receivable and accrued interest
  in exchange for affiliate common stock                              -     43,424

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


                                        5
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                  (Unaudited)


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

The  accompanying  condensed  consolidated  financial  statements  include  the
accounts  of  Intercell  International  Corporation,  a  Nevada corporation (the
Company),  and beginning in October 2003, a 60% controlling interest in Brunetti
DEC,  LLC (Brunetti), a Colorado limited liability company. On January 30, 2004,
the  Company  acquired  the  remaining 40% equity interest in Brunetti (Note 4).
During  the  three  months ended December 31, 2003 and through January 30, 2004,
the  net  loss incurred by Brunetti exceeded the minority interest in the equity
(deficiency)  of  Brunetti.  The  excess  of  losses  applicable to the minority
interest have been charged to the Company, and no minority interest is reflected
in  the  Company's  consolidated  balance  sheet.  All  significant intercompany
accounts  and  transactions  have  been  eliminated  in  consolidation.

In  the  opinion  of  the  management of the Company, the accompanying unaudited
condensed  consolidated  financial  statements include all material adjustments,
including  all normal and recurring adjustments, considered necessary to present
fairly  the  financial  position  and  operating  results of the Company for the
periods presented. The consolidated financial statements and notes are presented
as  permitted by Form 10-QSB, and do not contain certain information included in
the  Company's  last  Annual  Report  on  Form  10-KSB for the fiscal year ended
September  30, 2003. It is the Company's opinion that when the interim financial
statements  are read in conjunction with the September 30, 2003 Annual Report on
Form  10-KSB  and a Form 8-K/A filed with the Securities and Exchange Commission
(SEC)  on  January 5, 2004, the disclosures are adequate to make the information
presented  not  misleading.  Interim  results  are not necessarily indicative of
results  for  a  full  year  or  any  future  period.

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

Property  and  equipment

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

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

Revenue and cost recognition

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


                                        6
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

Brunetti  follows  the  percentage-of-completion  method  of  accounting  for
construction  contracts.  Accordingly,  revenue  is recognized in the ratio that
costs incurred bears to estimated total costs. Adjustments to cost estimates are
made  periodically,  and losses expected to be incurred on contracts in progress
are  charged  to  operations  in  the  period  such  losses  are determined. The
aggregate  of  costs incurred and revenue recognized on uncompleted contracts in
excess  of  related  costs  incurred and income recognized is shown as a current
liability.  Raw  materials  purchased and stored at the job site are included in
costs  incurred  to  date  for  determining  percentage  of  completion.

Contract  costs  include  all  direct  material,  labor,  and subcontract costs.
Additionally,  an estimate of indirect costs related to contract performance has
been  provided  for.  General and administrative costs are charged to expense as
incurred.  Changes  in  job  performance,  job  conditions,  and  estimated
profitability  may  result  in  revisions  to  costs  and  revenue. Expenses are
recognized  in  the  period  in  which  the  revisions  are  determined.

Loss Per Share

Statement  of Financial Accounting Standards (SFAS) No. 128, Earnings Per Share,
requires dual presentation of basic and diluted earnings or loss per share (EPS)
with  a  reconciliation  of  the  basic  EPS  computation  to  the numerator and
denominator  of  the  diluted  EPS  computation.  Basic  EPS  excludes dilution.
Diluted  EPS  reflects  the potential dilution that could occur if securities or
other  contracts  to  issue common stock were exercised or converted into common
stock  or  resulted  in  the  issuance  of  common stock that then shared in the
earnings of the entity.  Loss per share of common stock is computed based on the
weighted  average  number of common shares outstanding during the period.  Stock
options and warrants are not considered in the calculation, as the impact of the
potential  common shares (14,163,850 shares at March 31, 2004 and 338,050 shares
at March 31, 2003) would be to decrease loss per share.  Therefore, diluted loss
per  share  is  equivalent  to  basic  loss  per  share.

Stock Based Compensation

SFAS  No.  123,  Accounting  for  Stock  Based Compensation, allows companies to
choose  whether to account for employee stock-based compensation on a fair value
method,  or  to  continue  accounting  for such compensation under the intrinsic
value  method  prescribed  in  Accounting  Principles  Board  Opinion  No.  25,
Accounting  for  Stock  Issued to Employees (APB 25).  The Company has chosen to
continue  to  account  for  employee  stock-based  compensation  using  APB  25.


                                        7
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

Had  compensation  cost  for  the Company's stock plans been determined based on
fair  value  at  the  grant dates for awards under the plans consistent with the
method  prescribed  under  SFAS No. 123, the Company's net loss and net loss per
share for the six months ended March 31, 2004 and 2003, respectively, would have
changed  to  the  pro  forma  amounts  indicated  below:

<TABLE>
<CAPTION>
                                            2004        2003
                                        ------------  --------
<S>                                     <C>           <C>
     Net loss, as reported              $  (504,880)  (37,851)
     Total stock-based employee
       compensation expense determined
       under fair value based method
       for all awards                    (1,667,000)        -
                                        ------------  --------

     Net loss, pro forma                $(2,171,880)  (37,851)
                                        ============  ========
     Net loss per share, as reported    $     (0.03)        *
     Net loss per share, pro forma      $     (0.11)        *

<FN>
          * Less than $(0.01) per share.
</TABLE>

The  fair  value  of  options granted during the six months ended March 31, 2004
(Note  8)  is  estimated  on  the  date  of  grant  using  the  Black-Scholes
option-pricing  model  with  the  following  weighted-average  assumptions:

     Expected  dividend  yield                            0%
     Expected  stock  price  volatility             93%-127%
     Risk-free  interest  rate                   1.28%-3.73%
     Expected  life  of  options                   6.5 years

No options were granted during the six months ended March 31, 2003.

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

As  of  March  31,  2004, the Company owns approximately 0.5% of the outstanding
common  stock  of NanoPierce Technologies, Inc. ("NanoPierce").  Through October
20,  2003,  the Company's President/CEO was also the President/CEO of NanoPierce
and  was  also a member of the board of directors of both companies.  On October
20, 2003, in connection with the Company's acquisition of Brunetti (Note 4), the
Company's  previous President/CEO resigned his positions as President/CEO and as
a  member  of  the Board of Directors of the Company.  Through October 20, 2003,
the  Company  accounted for its investment in NanoPierce under the equity method
of  accounting  due  to  the Company's ability to exercise significant influence
over  the  operating  and  financial  policies  of  NanoPierce.


                                        8
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

In  December 2003, the Company sold to an unrelated third-party 5,911,894 shares
of  NanoPierce common stock held by the Company along with an option to purchase
2,000,000  shares  of  the Company's common stock (Note 8) for cash of $332,302.
The  closing market price of the NanoPierce common stock on the date of the sale
was  $0.25  per  share.  The  carrying  value  of  the  NanoPierce shares on the
transaction  date  was  $0.  The  sale price was allocated between the estimated
fair  value  of  the  NanoPierce  shares  ($259,195)  and  the option ($73,107),
resulting in a gain on the sale of NanoPierce stock of $259,195.  As a result of
this  transaction,  the Company's ownership interest in NanoPierce's outstanding
common  stock  decreased  from  approximately  9.65%  at  October  1,  2003,  to
approximately  0.7%  at  December  31,  2003.

At  March  31, 2004, the Company owns 464,870 shares of NanoPierce common stock,
of  which  300,000  shares  are  subject to warrant agreements, described below.
Beginning October 21, 2003, based on factors which indicated that the Company no
longer  had  the  ability to exercise significant influence, the Company changed
its  method  of accounting for the NanoPierce shares (except for those which are
subject  to  underlying  warrants,  which  are carried at cost) to the method of
accounting  prescribed  by  SFAS No. 115, "Accounting for Certain Investments in
Debt and Equity Securities".  The Company has classified its investment in these
NanoPierce  shares  as available  for sale securities, in which unrealized gains
(losses)  are  computed  on  the  average  cost basis, and are recorded in other
comprehensive  income  (loss).  The  Company did not sell any available for sale
securities  during  the  six  months  ended  March  31,  2004.

During  the  six  months  ended March 31, 2003, the Company sold to an unrelated
third  party,  166,667  restricted shares of NanoPierce common stock held by the
Company  for  cash  of $50,000.  These shares were sold at $0.30 per share.  The
closing  market price of the NanoPierce common stock on the date of the sale was
$0.62 per share.  The carrying value of the NanoPierce shares on the transaction
date  was  $0,  resulting  in a gain on the sale of NanoPierce stock of $50,000.

During  the  six  months  ended  March  31, 2003, the Company, also sold 100,000
restricted  common shares of NanoPierce common stock and granted two warrants to
purchase  300,000  shares of NanoPierce common stock held by the Company, to the
same  third  party  discussed  above, for $50,000 cash.  Each warrant grants the
third  party  the  right  to  purchase up to 150,000 shares of NanoPierce common
stock held by the Company, at an exercise price of $0.50 per share.  The closing
bid  price of the NanoPierce common stock at the date of the grant was $0.67 per
share.  The warrants are exercisable immediately; one warrant expires in October
2005  and  one  warrant  expires in October 2007.  The warrants contain cashless
exercise  provisions  at  the  option  of  the  holder.

These warrants are considered derivative financial instruments and are therefore
recorded  in  the balance sheet at fair value.  Changes in the fair value of the
warrants  (unrealized  gains  and  losses)  are recognized currently in earnings
(loss)  of  the  Company.  At March 31, 2004, neither warrant had been exercised
and  the  fair  value  of  the  derivatives  was  estimated  to  be  $41,850.


                                        9
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

4  Business  Acquisition
------------------------

On  October  20, 2003, the Company acquired a controlling 60% equity interest in
Brunetti in exchange for a $700,000 cash contribution to Brunetti. In connection
with  the  acquisition,  the  two  founding members of Brunetti each received an
option  to purchase up to 500,000 shares of the Company's common stock (Note 8).
The two founding members entered into 5-year employment agreements with Brunetti
and also received a signing bonus of $50,000 each, which was recorded as general
and  administrative  expense  in  October  2003.

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

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

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

The  preliminary  allocation  of  the  purchase price has been made to the major
categories  of assets and liabilities in the accompanying consolidated financial
statements,  of  which  $617,000  was  allocated  to  client  contracts  and
relationships,  which represents management's best estimate of the fair value of
the  client  contracts  and relationships as of the date of the acquisition. The
final  allocation  of the purchase price may differ from the amounts included in
the  accompanying  consolidated  financial  statements. The client contracts and
relationships were assigned a useful life of three years and are being amortized
to  general and administrative expense. Amortization expense of $85,690 has been
recorded  for  the  six  months  ended  March  31,  2004.


                                       10
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

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

<TABLE>
<CAPTION>
<S>                                    <C>
Assets acquired:
     Accounts receivable               $ 131,985
     Property and equipment               19,540
     Deposits                              3,167
     Intangible assets                   617,000

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

Net cash acquired                      $    (960)
                                       ==========
</TABLE>

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

<TABLE>
<CAPTION>
                                   Six Months Ended
                                       March 31,
                                   2004        2003
                              ------------  ----------

<S>                           <C>           <C>
Revenues                      $   231,761     481,546
Net loss                      $  (620,127)    (99,048)
                              ============  ==========
Basic and diluted
  net loss per share          $     (0.03)      (0.01)
                              ============  ==========
Weighted average shares used
  in per share calculation     19,296,682   8,651,251
                              ============  ==========

<FN>
     *Less than $(0.01) per share.
</TABLE>

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

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

At October 1, 2003, the Company also had a $20,200 unsecured, 7% note receivable
from  a  firm  that  assists  the  Company  from time to time with its financing
efforts. An officer of the firm is related to a member of the Board of Directors
of the Company.  In October 2003, this note was satisfied in connection with the
extinguishment  of  a  note  payable  (Note  6).


                                       11
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

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

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

Note Payable - related parties

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

Line of Credit

At  March  31,  2004, Brunetti has available a $50,000 line of credit that bears
interest  monthly  at  prime  plus  2%,  and  that is collateralized by accounts
receivable and equipment.  The amount due under this line of credit at March 31,
2004  is  $15,669.

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

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

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

Common  Stock

In  November  2003,  the  Company  issued 25,787 shares of its restricted common
stock  as  a  result  of  the  cashless  exercise  of  a  warrant.

In  October  2003, the Company issued 10,750,000 shares of its restricted common
stock  and  warrants  exercisable into 3,255,000 shares of its restricted common
stock  for cash of $1,075,000.  The warrants have an exercise price of $0.10 per
share,  a  term  of  5  years  and  provide  for  cashless  exercise.

In October 2003, the Company also issued 200,000 shares of its restricted common
stock  for  cash  of  $2,000  to  an  investor  in exchange for certain warrants
previously  issued  to  this  investor.


                                       12
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

Stock  Options

In  connection  with  the  Company's sale of NanoPierce common stock in December
2003, the Company issued an option to purchase 2,000,000 shares of the Company's
restricted  common  stock  at $0.10 per share.  This option, which was valued at
$73,107,  was  exercised  in  April  2004.  Prior to March 31, 2004, the Company
received  $110,000  cash  to  be  applied towards the exercise of the option. On
April 1, 2004, the Company received the remaining $90,000 cash and at that time,
issued  2,000,000 shares of its restricted common stock.  At March 31, 2004, the
Company  has  recorded  common  stock  to  be  issued  of  $110,000.

In  October 2003, the Company granted options to purchase up to 1,500,000 shares
of  common  stock  to  officers/directors of the Company and options to purchase
800,000  shares  of  common stock to employees of its subsidiary, Brunetti.  The
options  have  an  exercise  price  of $0.51 per share (equivalent to the market
value  of the Company's common stock at the grant date), a term of 10 years, and
provide  for  cashless  exercise.

In  January 2004, the Company granted options to purchase up to 1,250,000 shares
of  common  stock to officers/directors of the Company and an option to purchase
500,000  shares  of  common  stock  to  an employee of its subsidiary, Brunetti.
These  options  have  an  exercise  price  of $0.41 per share (equivalent to the
market  value  of  the  Company's  common stock at the grant date), a term of 10
years,  and  provide  for  cashless  exercise.

Warrants

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

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

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


                                       13
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2004 and 2003
                                   (Unaudited)

In  September  2003,  the  Company entered into a one-year contract for investor
relation  services  with  a  third  party.  Compensation  includes  a  warrant
exercisable  into  580,000 shares of the Company's restricted common stock.  The
warrant,  which  is fully vested, exercisable and non-forfeitable upon issuance,
has  an  exercise price of $0.20 per share and expires in 2006.  The warrant was
valued  at  approximately  $95,000  using  the Black-Scholes pricing model.  The
prepaid  expense  of  $95,000  is  being amortized over the one-year term of the
agreement,  as  services are performed, of which $47,399 was expensed during the
six  months  ended  March  31,  2004.

In February 2004, the Company issued warrants exercisable into 700,000 shares of
the  Company's  restricted common stock.  The warrants have an exercise price of
$0.25  per share and expire in February 2009.  The warrants were purchased by an
unrelated  third  party  for  $500  cash.


                                       14
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS

     Certain  statements  contained in this Form 10-QSB contain "forward-looking
statements"  within  the meaning of the Private Securities Litigation Reform Act
of  1995  and involve risks and uncertainties that could cause actual results to
differ  materially  from  the  results,  financial  or  otherwise,  or  other
expectations  described  in such forward-looking statements. Any forward-looking
statement  or statements speak only as of the date on which such statements were
made,  and  the  Company  undertakes no obligation to update any forward-looking
statement  to  reflect  events  or  circumstances  after  the date on which such
statements  are  made  or  reflect  the  occurrence  of  unanticipated  events.
Therefore, forward-looking statements should not be relied upon as prediction of
actual  future  results.

RESULTS OF OPERATIONS

     On October 20, 2003, the Company acquired a controlling 60% equity interest
in  Brunetti  for a $700,000 cash contribution to Brunetti. On January 30, 2004,
the  Company  acquired  the  remaining  40%  equity  interest  in Brunetti for a
$300,000  cash  contribution  to  Brunetti. Brunetti is a Denver, Colorado-based
company  that provides consulting, design, engineering and construction services
designed  to  enable  and  enhance  voice, data and video communications through
fiber  and  wireless  systems.  Brunetti  provides  services primarily to state,
municipal  and  local  governments  in  the  United  States.

     Revenues  for the six months ended March 31, 2004 were $100,644 compared to
$0  for the six months ended March 31, 2003 ($59,968 and $0 for the three months
ended  March  31,  2004  and 2003, respectively).  The $100,644 in revenues were
generated from technology services by Brunetti.  The Company expects to continue
to  generate  revenues  in  the  future  through  its  technology services under
existing  contracts  in  place  and  through  current sales efforts at Brunetti.

     Cost  of  revenues  for  the  six months ended March 31, 2004, were $83,468
resulting  in  a gross profit for the six months ended March 31, 2004 of $17,176
(cost  of  revenues  of  $19,612  resulting in a gross profit of $40,356 for the
three  months  ended  March  31,  2004).

     Loss  from  operations for the six months ended March 31, 2004 was $814,316
compared  to  $92,452  for  the  six  months  ended March 31, 2003 ($386,702 and
$41,594  for the three months ended March 31, 2004 and 2003, respectively).  The
increase  of  $721,864  for the six months ended March 31, 2004 and $345,108 for
the  three  months  ended  March 31, 2004, is due to the increase in general and
administrative  expenses  as  explained  below.

     General  and  administrative expenses during the six months ended March 31,
2004  were $831,492, compared to $92,452 for the six months ended March 31, 2003
($427,058  and  $41,594  for  the  three  months  ended March 31, 2004 and 2003,
respectively).  The  increase  of  $739,040  is  primarily  attributable  to the
consolidation  of  Brunetti  beginning in October 2003 and its related expenses.
Brunetti  general  and  administrative  expenses,  included  in  the  Company's
consolidated  statements  of  operations  were $591,320 for the six months ended
March  31,  2004  and  $277,216  for  the  three  months  ended  March 31, 2004.
Brunetti's  general  and  administrative  expenses  primarily consist of payroll
expense  of  $404,884  for the six months ended March 31, 2004 ($184,496 for the
three  months  ended  March  31,  2004),  travel expenses of $53,008 for the six
months ended March 31, 2004 ($28,698 for the three months ended March 31, 2004),
and  legal and accounting expenses of $24,606 for the six months ended March 31,
2004  ($16,429  for  the  three  months  ended  March  31,  2004).


                                       15
<PAGE>
     The Company recognized gains of $259,195 for the six months ended March 31,
2004  on  the  sale of NanoPierce common stock, compared to gains of $86,525 for
the  six  months ended March 31, 2003 ($0 and $18,668 for the three months ended
March  31,  2004  and  2003,  respectively).

     During  the  six  months  ended  March  31,  2004,  the  Company sold to an
unrelated  third-party  5,911,894  shares of NanoPierce common stock held by the
Company  along  with  an  option  to  purchase 2,000,000 shares of the Company's
common  stock  for cash of $332,302.  The closing market price of the NanoPierce
common stock on the date of the sale was $0.25 per share.  The carrying value of
the  NanoPierce  shares  on  the  transaction  date  was $0.  The sale price was
allocated  between  the estimated fair value of the NanoPierce shares ($259,195)
and  the option ($73,107), resulting in a gain on the sale of stock of $259,195.

     During  the  six  months ended March 31, 2004, the Company recognized a net
loss  of  $504,880 compared to a net loss of $37,851 during the six months ended
March  31,  2003 ($394,714 and $11,926 for the three months ended March 31, 2004
and  2003, respectively).  The increase of $467,029 is explained by the $739,040
increase  in  general  and  administrative  expenses as a result of the Brunetti
acquisition  offset  by the $259,195 gain from the sale of the NanoPierce common
stock.

LIQUIDITY AND CAPITAL RESOURCES

     During  the  six months ended March 31, 2004, the Company received $110,000
in  cash  as  a portion of the payment for the exercise of an option exercisable
into  2,000,000  shares  of  its  restricted  common  stock.  In April 2004, the
Company received the remaining $90,000 of the payment and therefore, the Company
issued  2,000,000 shares of its restricted common stock.  The Company received a
total  of  $200,000  for  the  exercise.

     During  the  six months ended March 31, 2004, the Company issued 10,750,000
shares  of  its  restricted common stock and warrants exercisable into 3,255,000
shares  of  its  restricted  common  stock  as  part  of an equity financing for
$1,075,000.  The  warrants  have an exercise price of $0.10 per share and have a
term  of  5  years.  The  warrants  provide  for  cashless  exercise.

     During  the six months ended March 31, 2004, the Company issued warrants to
purchase  1,933,926  restricted  common  shares  for  cash  of $19,339 to use as
working  capital.  The  warrants have an exercise price of $0.10 per share and a
term  of  5  years,  the  warrants  provide  for  cashless  exercise.

     During  the six months ended March 31, 2004, the Company issued warrants to
purchase  500,000  restricted  common  shares for cash of $500 to use as working
capital.  The warrants have an exercise price of $0.25 per share and a term of 5
years,  the  warrants  provide  for  cashless  exercise.

     During  the  six months ended March 31, 2004, the Company's subsidiary paid
$140,000  on  a  line  of credit and note payable and paid $50,000 to a minority
member.


                                       16
<PAGE>
     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 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  March  31,  2004, the fair value of the
derivatives  was  estimated  to  be  $56,250.

     During  the  six  months  ended  March  31, 2004, the Company acquired 100%
equity  interest  in  Brunetti;  60% equity interest in Brunetti was acquired in
exchange  for  a  $700,000 in cash contribution to Brunetti in October 2003, and
the  remaining  40% equity interest was acquired in exchange for a $300,000 cash
contribution  to  Brunetti in January 2004. The allocation of the purchase price
has  been  made  to  the  major  categories  of  assets  and  liabilities in the
accompanying  consolidated financial statements, of which $617,000 was allocated
to  client  contracts  and  relationships,  which  represents  management's best
estimate  of  the fair value of the client contracts and relationships as of the
date  of  the acquisition. The final allocation of the purchase price may differ
from the amounts included in the accompanying consolidated financial statements.
The  client  contracts  and  relationships  were assigned a useful life of three
years  and  are  being  amortized  to  general  and  administrative  expense.
Amortization expense of $85,690 has been recorded for the six months ended March
31,  2004.

PLAN OF OPERATIONS

     As  of  March  31,  2004,  the  Company  owns  approximately  0.5%  of  the
outstanding  common  stock  of  NanoPierce  Technologies,  Inc.  ("NanoPierce").
Through October 20, 2003, the Company's President/CEO was also the President/CEO
of NanoPierce and was also a member of the board of directors of both companies.
At  March  31, 2004, the Company owns 464,870 shares of NanoPierce common stock,
of  which  300,000  shares  are  subject to warrant agreements, described below.
Beginning  October 21, 2003, based on factors which indicate that the Company no
longer  has  the  ability to exercise significant influence, the Company changed
its  method  of  accounting  for the NanoPierce shares not subject to underlying
warrants to the method of accounting prescribed by SFAS No. 115, "Instruments in
Debt  and  Equity  Securities".  The  Company  has  classified its investment in
NanoPierce  as  available for sale securities in which unrealized gains (losses)
are  recorded  to  shareholders'  equity.


                                       17
<PAGE>
     To  the  extent  the  Company's  operations  are not sufficient to fund the
Company's  capital  requirements,  the  Company  may enter into a revolving loan
agreement with financial institutions, attempt to raise capital through the sale
of  additional capital stock, or through the issuance of debt, or sell shares of
NanoPierce  common  stock  held  as  an investment by the Company.  At March 31,
2004,  the  Company  owns  164,870  shares  of  NanoPierce common stock that are
tradeable,  and  based upon the closing bid price of $0.34 per share, the market
value  of  the  NanoPierce  common  shares  at March 31, 2004, was approximately
$56,000.     At  the  present  time  the  Company does not have a revolving loan
agreement  with  any  financial  institution  nor  can  the  Company provide any
assurance that it will be able to enter into any such agreement in the future or
be  able  to  raise  funds through the further issuance of debt or equity in the
Company.  The  Company  continues  to evaluate additional merger and acquisition
opportunities.

ITEM 3. CONTROLS AND PROCEDURES

     A  review  and  evaluation  was  performed  by  the  Company's  management,
including  the Company's Chief Executive Officer (the "CEO") and Chief Financial
Officer  (the  "CFO"),  of  the effectiveness of the design and operation of the
Company's  disclosure  controls and procedures as of a date within 90 days prior
to  the  filing  of this quarterly report.  Based on that review and evaluation,
the  CEO  and  CFO have concluded that the Company's current disclosure controls
and procedures, as designed and implemented, were effective.  There have been no
significant changes in the Company's internal controls subsequent to the date of
their  evaluation.  There  were no significant material weaknesses identified in
the  course of such review and evaluation and, therefore, no corrective measures
were  taken  by  the  Company.



                           PART II - OTHER INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

     During the period of October 1, 2003 to March 31, 2004 the Company made the
following  issuances  of  its  securities:


     (a)  The  Company  issued  warrants  to  purchase  700,000  shares  of  the
          Company's  restricted  common  stock  to  a  business associate of the
          Company.  The  warrant  was  issued in exchange for cash. The warrants
          have  an  exercise  price  of  $0.25  per share, a term of 5 years and
          provide  for  cashless  exercise.

     (b)  The  Company  issued an option to purchase 2,000,000 restricted common
          shares  to a purchaser who is a business associate of the Company. The
          option  was  issued  in  exchange for cash. The option has an exercise
          price  of  $0.10  per  share  and  was  exercised  on  April  1, 2004.


                                       18
<PAGE>
Exemption From Registration Claimed

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

ITEM 6.     EXHIBITS  AND  REPORTS  ON  FORM  8-K

     (a)  EXHIBITS.  The  following is a complete list of exhibits field as part
          of  this Form 10-QSB. Exhibit numbers correspond to the numbers in the
          Exhibit  Table  of  Item  601  of  Regulation  S-B.

          Exhibit  11  Computation  of  Net  Loss  Per  Share

          Exhibit  31  Certification  Pursuant  to  Section  302  of  the
                       Sarbanes-Oxley  Act  of  2002

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

     (b)  REPORTS  ON  FORM  8-K.  The Registrant filed the following reports on
          Form  8-K  during  the  quarter  ended  March  31,  2004:

          -    Amendment  to Current Report on Form 8-K, dated October 21, 2004,
               filed  with  the Securities and Exchange Commission on January 5,
               2004  (Regarding the pro forma financial statements in connection
               with  the acquisition of 60% equity interest in Brunetti DEC, LLC
               by  the  Company).

          -    Current  Report  on  Form 8-K, dated January 30, 2004, filed with
               the  Securities  and  Exchange  Commission  on  February  4,
               2004(Regarding the acquisition of 40% equity interest in Brunetti
               DEC,  LLC  by  the  Company).


                                       19
<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 20, 2004            /s/ Charles L. Brunetti
                              --------------------------------------------------
                              Charles L. Brunetti,
                                   Chief Executive Officer


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


                                       20
<PAGE>