FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

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

     For the Quarterly period ended December 31, 2001

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)

          Colorado                                  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 January 31, 2002 there were 8,551,251 shares of the registrant's sole
class of common shares outstanding.


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


<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                      INDEX


PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS                                            PAGE
                                                                         ----

    Independent Accountants' Report                                        1

    Condensed Consolidated Balance Sheet
       December 31, 2001                                                   2

    Condensed Consolidated Statements of Operations
       Three Months Ended December 31, 2001 and 2000                       3

    Condensed Consolidated Statement of Changes in Stockholders'
      Deficit Three Months Ended December 31, 2001                         4

    Condensed Consolidated Statements of Cash Flows
       Three Months Ended December 31, 2001 and 2000                       5

    Notes to Condensed Consolidated Financial Statements
       Three Months Ended December 31, 2001 and 2000                       6


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                             11


PART II - OTHER INFORMATION                                               15


ITEM 2.  CHANGES IN SECURITIES                                            15

ITEM 6.  EXHIBITS AND REPORTS IN FORM 8-K                                 16


    SIGNATURES                                                            17


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



Board of Directors
Intercell International Corporation

We have reviewed the accompanying condensed consolidated balance sheet of
Intercell International Corporation and subsidiaries as of December 31, 2001,
and the related condensed consolidated statements of operations and cash flows
for the three month periods ended December 31, 2001 and 2000, and the condensed
consolidated statement of changes in stockholders' deficit for the three-month
period ended December 31, 2001. These condensed consolidated financial
statements are the responsibility of the Company's management.

We conducted our reviews in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for financial and
accounting matters. It is substantially less in scope than an audit conducted in
accordance with auditing standards generally accepted in the United States of
America, the objective of which is the expression of an opinion regarding the
financial statements taken as a whole. Accordingly, we do not express such an
opinion.

Based on our reviews, we are not aware of any material modifications that should
be made to the accompanying condensed consolidated financial statements for them
to be in conformity with accounting principles generally accepted in the United
States of America.


GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
February 8, 2002


                                        1
<PAGE>
<TABLE>
<CAPTION>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                DECEMBER 31, 2001
                                   (UNAUDITED)


                           Assets
                           ------
<S>                                                               <C>
Current assets:
  Cash and cash equivalents                                       $     32,000
  Other receivable                                                       1,000
                                                                  -------------
    Total current assets                                                33,000
                                                                  -------------

Deposit                                                                  4,000
Note receivable - related party                                         39,000
Equity investment in affiliate (Note 2)                                 94,000
                                                                  -------------
                                                                       137,000
                                                                  -------------

       Total assets                                               $    170,000
                                                                  =============

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

Current liabilities:
  Accounts payable and accrued liabilities                        $    126,000
  Note payable - related party                                         128,000
                                                                  -------------

    Total liabilities (all current)                                    254,000
                                                                  -------------

Commitments and contingencies (Note 6)

Stockholders' deficit (Note 4):
  Convertible preferred stock; $0.001 par value;
   20,000,000 shares authorized; no shares outstanding                       -
  Warrants to acquire common stock                                      10,000
  Common stock; $0.001 par value; 100,000,000 shares authorized
    8,551,251 shares issued and outstanding                              9,000
  Additional paid-in capital                                        36,804,000
  Accumulated deficit                                              (36,907,000)
                                                                  -------------
      Total stockholders' deficit                                  (    84,000)
                                                                  -------------

        Total liabilities and stockholders' deficit               $    170,000
                                                                  =============
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                        INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                             (UNAUDITED)


                                                                             Three Months Ended
                                                                                December 31,
                                                                        ----------------------------
                                                                             2001           2000
                                                                         -------------  ------------
<S>                                                                      <C>            <C>

General and administrative expense                                       $     37,000        42,000
Impairment of investment in land (Note 2)                                           -        53,000
                                                                         -------------  ------------

Loss from operations                                                      (    37,000)  (    95,000)
                                                                         -------------  ------------

Gain on sale and exchange of affiliate
  stock (Note 3)                                                               29,000        74,000
Interest income                                                                 1,000         1,000
Equity in losses of affiliate                                             (   153,000)            -
Interest expense                                                          (     2,000)  (     3,000)
                                                                         -------------  ------------
                                                                          (   125,000)       72,000
                                                                         -------------  ------------

  Loss from continuing operations                                         (   162,000)  (    23,000)
                                                                         -------------  ------------

Discontinued operations:
  Gain on disposal of subsidiary (Note 6)                                           -        56,000
                                                                         -------------  ------------

Gain from discontinued operations                                                   -        56,000
                                                                         -------------  ------------

Net income (loss)                                                         (   162,000)       33,000

Deemed dividend on Series D and E preferred stock
  relating to in-the-money conversion terms                                         -   (    14,000)
Accrued dividends on Series D and E preferred stock                                 -   (    39,000)
Accretion on Series C preferred stock                                     (     1,000)  (     5,000)
                                                                         -------------  ------------

Net loss applicable to common stockholders                               $(   163,000)  (    25,000)
                                                                         =============  ============

Net loss per share, applicable
  to common stockholders:
   Basic:
    Loss from continuing operations                                      $(      0.02)  (      0.00)
    Gain from discontinued operations                                            0.00          0.00
                                                                         -------------  ------------

    Net loss                                                             $(      0.02)  (      0.00)
                                                                         =============  ============

   Diluted:
    Loss from continuing operations                                      $(      0.02)  (      0.00)
    Gain from discontinued operations                                            0.00          0.00
                                                                         -------------  ------------

    Net income (loss)                                                    $(      0.02)  (      0.00)
                                                                         =============  ============

Weighted average number of common shares outstanding:
    Basic                                                                   8,292,284     4,994,909
                                                                         =============  ============
    Diluted                                                                 8,292,284     4,994,909
                                                                         =============  ============
</TABLE>

See accompanying notes to condensed consolidated
financial statements.


                                        3
<PAGE>
<TABLE>
<CAPTION>
                                       INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                               CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                               THREE MONTHS ENDED DECEMBER 31, 2001
                                                            (UNAUDITED)

                                                                                             Receivable
                                                                                                under
                             Convertible        Warrants and                                  Agreement
                           Preferred Stock       Options to       Common Stock    Additional   to Sell                    Total
                         ---------------------     Acquire     -----------------   Paid-In    Affiliate  Accumulated  Stockholders'
                          Shares      Amount    Common Stock    Shares    Amount   Capital      Stock      Deficit       Deficit
                         ---------  ----------  -------------  ---------  ------  ----------  ---------  ------------  -----------
<S>                      <C>        <C>         <C>            <C>        <C>     <C>         <C>        <C>           <C>
Balances,
  October 1, 2001              .2   $  47,000      1,175,000   8,147,761   8,000  35,556,000  (394,000)  (36,744,000)    (352,000)
Conversions of Series
  C preferred stock
  to common stock             (.2)    (48,000)             -     177,125   1,000      47,000         -             -            -
Shares issued for
  note payable                  -           -              -     226,365       -      36,000         -             -       36,000
Expired warrants                -           -     (1,165,000)          -       -   1,165,000         -             -            -
Reduction in receivable
  under agreement to
  sell affiliate stock          -           -              -           -       -           -   394,000             -      394,000
Accretion on
  preferred stock               -       1,000              -           -       -           -         -        (1,000)           -
Net loss                        -           -              -           -       -           -         -      (162,000)    (162,000)
                         ---------  ----------  -------------  ---------  ------  ----------  ---------  ------------  -----------

Balances,
  December 31, 2001             -           -         10,000   8,551,251   9,000  36,804,000         -   (36,907,000)      84,000
                         =========  ==========  =============  =========  ======  ==========  =========  ============  ===========
</TABLE>

     See accompanying notes to condensed consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                        INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                           CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                             (UNAUDITED)

                                                                             THREE MONTHS ENDED
                                                                                 DECEMBER 31,
                                                                         ---------------------------
                                                                             2001           2000
                                                                         -------------  ------------
<S>                                                                      <C>            <C>

Cash flows from operating activities:
  Net loss                                                               $(   162,000)       33,000
  Less gain from discontinued operations                                            -   (    56,000)
                                                                         -------------  ------------
    Loss from continuing operations                                       (   162,000)  (    23,000)
  Adjustments to reconcile loss from continuing
   operations to net cash used in operating
   activities of continuing operations:
  Loss from asset impairment                                                        -        53,000
  Gain on sale and exchange of affiliate stock                            (    29,000)  (    74,000)
  Equity in losses of affiliate                                               153,000             -
  Changes in operating assets and liabilities:
    Decrease in other receivable                                                3,000             -
    Increase (decrease) in accounts payable and accrued
     liabilities                                                          (     7,000)       18,000
                                                                         -------------  ------------
    Net cash used in operating activities
     of continuing operations                                             (    42,000)  (    26,000)
                                                                         -------------  ------------

Cash flows from investing activities:
  Payments received on related party advances                                  51,000             -
                                                                         -------------  ------------
    Net cash provided by investing activities
     of continuing operations                                                  51,000             -
                                                                         -------------  ------------

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

Cash flows from discontinued operations:
    Net cash used in operations                                                     -   (     5,000)
                                                                         -------------  ------------

Net increase (decrease) in cash and cash equivalents                            1,000   (    31,000)
Cash and cash equivalents, beginning of period                                 31,000       100,000
                                                                         -------------  ------------
Cash and cash equivalents, end of period                                 $     32,000        69,000
                                                                         =============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                 $      2,000             -
                                                                         =============  ============

Supplemental disclosure of non-cash investing and financing activities:
  Sale of investment in land deed 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             -
  Conversion of note payable due shareholder
    to common stock                                                            36,000             -
  Amortization of deemed dividend on preferred stock                                -        14,000
  Accrual of preferred stock dividend                                               -        39,000
  Accretion on preferred stock                                                  1,000         5,000
</TABLE>

See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

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

Business and Basis of Presentation

The accompanying consolidated financial statements include the accounts of
Intercell International Corporation, a Nevada corporation (the Company), and its
wholly-owned subsidiaries Sigma 7 Corporation and BMI Acquisition Group, Inc.
(Sigma 7 and BMI, both discontinued operations of the Company), Particle
Interconnect Corp., and through September 30, 2001, Arizcan Properties, Ltd.
(Arizcan).  All significant intercompany accounts and transactions have been
eliminated in consolidation.

Both Sigma 7 and BMI are subsidiaries that filed for voluntary liquidation under
Chapter 7 of the U.S. Bankruptcy Code in 1998.  During the years ended September
30, 2000 and 2001, the U.S. Bankruptcy Court closed the Sigma 7 and BMI
bankruptcy cases.  Particle Interconnect Corp. is a non-operating subsidiary
with no assets or liabilities.  Arizcan was a subsidiary which owned an
investment in land held for sale.  In October 2001, Arizcan was sold (Note 2).

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, 2001.  It is the Company's opinion that when the interim statements are read
in conjunction with the September 30, 2001 Annual Report on Form 10-KSB, the
disclosures are adequate to make the information presented not misleading.
Interim results are not necessarily indicative of results for a full year or any
future period.

Investment in Nanopierce

As of December 31, 2001, the Company owns approximately 16.8% 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 Director on
both Companys' boards of directors.  The Company accounts for its investment in
Nanopierce under the equity method of accounting due to the Company's ability to
exercise significant influence over operating and financial policies of
Nanopierce.  Nanopierce is engaged in the design, development and licensing of
products using its intellectual property, the PI Technology. The PI Technology
consists of patents, pending patent applications, patent applications in
preparation, trade secrets, trade names, and trade marks. The PI Technology is
designed to improve electrical, thermal and mechanical characteristics of
electronic products. The Company has designated and is commercializing its PI
Technology as the Nanopierce Connection System (NCS) and markets the PI
Technology to companies in various industries for a wide range of


                                        6
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

applications.  Nanopierce has not realized any significant revenues through
December 31, 2001.

The Company's ownership interest in Nanopierce's outstanding common stock
increased from approximately 14.6% at October 1, 2001 to approximately 16.8% at
December 31, 2001.  The increase in ownership interest was due primarily to the
Company receiving certain Nanopierce shares in satisfaction of a note receivable
(Note 3) and as consideration for the sale of the Arizcan subsidiary (Note 2).
In connection with the sale of the Arizcan property, the Company received
330,000 shares of Nanopierce valued at $247,000.  During the quarter ended
December 31, 2001, the carrying value of the investment in Nanopierce was
reduced by the Company's proportionate share of net losses of Nanopierce
($153,000), resulting in a remaining investment balance of $94,000 at December
31, 2001.

At December 31, 2001, the Company owned 9,368,050 shares of Nanopierce common
stock, and based upon the closing bid price of $0.69 per share, the market value
of the Company's investment in Nanopierce common shares at December 31, 2001,
was approximately $6,464,000.  The Company is subject to various restrictions on
the sale and/or exchange of Nanopierce shares owned by the Company, which limits
the marketability of this investment.

The summarized financial position and results of operations of Nanopierce as of
and for the three months ended December 31, 2001, were as follows:

<TABLE>
<CAPTION>
<S>                                            <C>
        Current assets                         $ 2,579,822
        Long-term assets:
          Intellectual property                    615,685
          Other                                    895,435
                                               ------------
        Total assets                           $ 4,090,942
                                               ============

        Total liabilities, all current         $   224,205
        Shareholders' equity                     3,866,737
                                               ------------
                                               $ 4,090,942
                                               ============

        Revenues                               $    36,097
                                               ============
        Net loss                               $(1,344,801)
                                               ============
</TABLE>

Management's Plans

The Company incurred significant operating losses in prior years and has a
working capital deficiency at December 31, 2001.  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 2002, subject to various restrictions on
such sales/exchanges.  The Company has also been in discussions with investment
bankers and financial institutions attempting to raise funds to support current
and future operations.  This includes attempting to raise additional working
capital through the sale of additional capital stock or through the issuance of
debt.


                                        7
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

2.  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.

During the three months ended December 31, 2000, the Company wrote down the
carrying amount of the Arizcan land by $53,000.  The write down was based on
negotiations with potential buyers and consideration of market conditions based
upon an outstanding offer to buy the property.


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

Prior to October 1, 1999, the Company entered into an agreement to sell 845,000
shares of Nanopierce common stock held by the Company (with a carrying value of
$0, a market value of $0.36 per share, and an aggregate market value of
$304,000) in exchange for a $423,000 note receivable.  As the carrying value of
the Nanopierce common stock exchanged for the $423,000 note receivable was $0,
the transaction resulted in a potential $423,000 gain.  Due to the uncertainty
regarding the ultimate realization of the gain on the transaction, the note
receivable balance was classified as a reduction to stockholders' equity at the
date of the transaction and through September 30, 2001, and a liability was
recorded for the potential unrealized gain.  A payment of $29,000 was received
in September 1999, and was recorded as a reduction to the note receivable.  The
purchaser of the stock had the option of putting back to the Company the 845,000
shares of Nanopierce common stock in full satisfaction of the note.  In October
2001, the purchaser returned to the Company the 845,000 shares of Nanopierce
common stock in satisfaction of the $394,000 note receivable from the purchaser.


4.  STOCKHOLDERS' EQUITY
------------------------

In October 2001, the Company paid $10,000 and issued 226,365 shares of the
Company's common stock in payment 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.

A total of 177,125 shares of common stock were issued in December 2001 for the
automatic conversion of .2 shares of Series C preferred stock.

Warrants to purchase 36,769 shares of common stock expired on November 30, 2001.
At December 31, 2001, the Company has outstanding warrants to purchase 10,000
shares of common stock at an exercise price of $3 per share. These warrants
expire in December 2002.

There have been no changes in granted and outstanding stock options since
September 30, 2001.


                                        8
<PAGE>
             INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

5.  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 common 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 348,850
shares at December 31, 2001 and 3,092,296 at December 31, 2000) would be to
decrease loss per share.


6.  LITIGATION
--------------

During November, 2000, the Company agreed to settle certain litigation and
$135,000 of BMI liabilities by paying $5,000 in cash and exchanging 37,000
restricted common shares of Nanopierce common stock held by the Company (with a
carrying value of $0, a market value of $2.00 per share, and a aggregate market
value of $74,000).  Exchange of the shares resulted in a gain on exchange of
affiliate stock of $74,000.  The Company recognized a $56,000 gain on the
settlement, which is presented as a gain on disposal of subsidiary.  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 is 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.

The Company, Nanopierce and Louis DiFrancesco, the inventor of the PI Technology
are involved in litigation relating to the Nanopierce's 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 November 30,
1999, Nanopierce obtained a Court Order of Declaratory Judgment that it has
incontestable and exclusive ownership of all patents, patent applications,
licenses, trade names, trademarks,


                                        9
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                  THREE MONTHS ENDED DECEMBER 31, 2001 AND 2000
                                   (UNAUDITED)

trade secrets and other intellectual properties relating to the PI Technology.
Mr. DiFrancesco filed an Appeal on March 28, 2000 with the Colorado Court of
Appeals regarding the Declaratory Judgment.  On December 6, 2001 the Colorado
Court of Appeals rendered an opinion of Judgment Reversed and Case Remanded with
Directions.  The Colorado Court of Appeals found that there was not a settlement
agreement and has ordered the case continue to be heard by the District Court,
City and County of Denver.

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.


                                       10
<PAGE>
ITEM 2.  MANAGEMENTS'S DISCUSSION AND ANALYSIS


     GENERAL

     The statements contained in this Form 10-QSB, if not historical, are
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.

     PLAN  OF  OPERATION

     The Company is in the process of restructuring itself in order to enhance
its prospects for financing, future business operations and acquisitions.

     During the three months ended December 31, 2001, the Company sold its
subsidiary, Arizcan Properties, Ltd. in exchange for 330,000 common shares of
Nanopierce, the Company received 845,000 common shares of Nanopierce in
satisfaction of a $394,000 note receivable, and the Company paid $10,000 and
issued 226,365 shares of its common stock in payment of a $44,000 note payable
and related accrued interest of $2,000.

     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 a financial institution, attempt to raise additional capital
through the sale of additional capital stock or through the issuance of debt, or
sell shares of Nanopierce common stock held as an investment by the Company.  At
December 31, 2001, the Company owned 9,368,050 shares of Nanopierce common stock
with a market value of approximately $6,464,000, based upon the closing bid
price of $0.69 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 assurances 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.


                                       11
<PAGE>
     RESULTS OF OPERATIONS

Revenues

     The Company had no revenue from continuing operations for the three months
ended December 31, 2001 or 2000.

General and Administrative Expenses

     General and Administrative Expenses were $37,000 in the three months ended
December 31, 2001 compared to $42,000 for the three months ended December 31,
2000.  The decrease is primarily attributable to a decrease in professional
fees.

     During the three months ended December 31, 2000 the Company wrote down the
carrying amount of the Arizcan property from $300,000 to its estimated fair
value ($250,000) less costs to sell of $3,000 based upon a letter agreement with
a potential third-party buyer that provided for a sales price of $250,000.  The
letter agreement expired in March 2001.  The Arizcan subsidiary was sold in
October 2001 to a shareholder of the Company.  The Company received 330,000
common shares of Nanopierce valued at $247,000, based upon the closing price of
the shares on the date of the agreement, in exchange for the subsidiary.  No
gain or loss was recognized.

Other Income/Expense

     The Company recognized a gain of $29,000 when a purchaser of 845,000 shares
of Nanopierce common stock returned the stock to the Company in satisfaction of
a $394,000 note receivable.  The Company had previously recorded deferred income
of $423,000 in connection with the sale.

     The Company recognized a gain of $74,000 in the three months ended December
31, 2000 on the exchange of 37,000 shares of Nanopierce common stock.

     The consolidated financial statements reflect Nanopierce as an investment
accounted for under the equity method of accounting.  The Company's investment
in Nanopierce was carried at zero through September 30, 2001 in the Company's
financial statements and therefore the equity method was suspended and the
Company's share of Nanopierce's losses was not recorded.  At December 31, 2001,
the carrying amount of the investment in Nanopierce of $94,000 represents the
value of the Nanopierce shares received in exchange for the land ($247,000) less
the Company's proportionate share of losses in Nanopierce for the period ended
December 31, 2001.  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 16.8% at
December 31, 2001).  The Company recorded a loss of $153,000 from its equity in
Nanopierce's loss for the three months ended December 31, 2001.

     The Company earned $1,000 in interest income in each of the three months
ended December 31, 2001 and 2000.  The Company incurred interest expense of
$2,000 in the three months ended December 31, 2001 compared to $3,000 in the
three months ended December 31, 2000.  The decrease can be attributed to the
reduction of outstanding debt.


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<PAGE>
Discontinued Operations

     During November, 2000, the Company agreed to settle certain litigation and
$135,000 of BMI liabilities by paying $5,000 in cash and issuing 37,000
restricted common shares of Nanopierce common stock held by the Company (with a
carrying value of $0, and a aggregate market value of $74,000).  As a result,
the Company recognized a $56,000 gain, which is presented as a gain on disposal
of subsidiary.

Liquidity and Capital Resources

     During the three months ended December 31, 2001 the Company's cash and cash
equivalents used in operating activities of continuing operations was $42,000
primarily resulting from general and administrative expenses.

     During the three months ended December 31, 2001 the Company had no capital
expenditures.  The Company received $51,000 as payment on related party advances
and paid $8,000 on a note due a shareholder.

     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 a financial institution, attempt to raise additional capital
through the sale of additional capital stock or through the issuance of debt, or
sell shares of Nanopierce common stock held as an investment by the Company.  At
December 31, 2001, the Company owned 9,368,050 shares of Nanopierce common stock
with a market value of approximately $6,464,000, based upon the closing bid
price of $0.69 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 assurances 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.

     RECENTLY  ISSUED  ACCOUNTING  STANDARDS

     In July 2001, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 141, Business Combinations, and SFAS No. 142, Goodwill and Other Intangible
Assets.  SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001.  Use of the
pooling-of-interests method will be prohibited on a prospective basis only.
SFAS No. 142 addresses financial accounting and reporting for acquired goodwill
and other intangible assets.  It changes the accounting for goodwill and other
intangible assets with indefinite lives from an amortization method to an
impairment-only approach and requires intangible assets with finite lives
amortized over their useful lives.  SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001.  The Company does not expect that the
adoption of SFAS No. 141 will have a significant immediate impact on the
financial condition or results of operations of the Company as the Company has
no current planned business combinations.  The Company is currently assessing
the impact, if any, that SFAS No. 142 may have on its financial condition or
results of operations.


                                       13
<PAGE>
     In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment of
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets.  This statement
is effective for fiscal years beginning after December 15, 2001.  The Company is
currently assessing the impact, if any, that SFAS No. 144 may have n its
financial condition and results of operations.

     In December 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
Financial Statements.  SAB No. 101, as amended by SAB No. 101A and SAB No. 101B,
was effective no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999.  SAB No. 101 provides the Staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
Currently, the Company believes that it complies with the accounting and
disclosure described in SAB No. 101.

     In June 1998, the Financial Accounting Standard Board (FASB) issued SFAS
No. 133, Accounting for Derivative Instruments and Hedging Activities.  This
statement, as amended, is effective for fiscal years beginning after June 15,
2000.  Currently, the Company does not have any derivative financial instruments
and does not participate in hedging activities; therefore, SFAS No. 133 did not
impact the Company's financial statements.


                                       14
<PAGE>
                           PART II - OTHER INFORMATION


                           ITEM 1.  LEGAL PROCEEDINGS


During November, 2000, the Company agreed to settle certain litigation and
$135,000 of BMI liabilities by paying $5,000 in cash and exchanging 37,000
restricted common shares of Nanopierce common stock held by the Company (with a
carrying value of $0, a market value of $2.00 per share, and a aggregate market
value of $74,000).  Exchange of the shares resulted in a gain on exchange of
affiliate stock of $74,000.  The Company recognized a $56,000 gain on the
settlement, which is presented as a gain on disposal of subsidiary.  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 is 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.

The Company, Nanopierce and Louis DiFrancesco, the inventor of the PI Technology
are involved in litigation relating to the Nanopierce's 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 November 30,
1999, Nanopierce obtained a Court Order of Declaratory Judgment that it has
incontestable and exclusive ownership of all patents, patent applications,
licenses, trade names, trademarks, trade secrets and other intellectual
properties relating to the PI Technology.  Mr. DiFrancesco filed an Appeal on
March 28, 2000 with the Colorado Court of Appeals regarding the Declaratory
Judgment.  On December 6, 2001 the Colorado Court of Appeals rendered an opinion
of Judgment Reversed and Case Remanded with Directions.  The Colorado Court of
Appeals found that there was not a settlement agreement and has ordered the case
continue to be heard by the District Court, City and County of Denver.

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 the following unregistered sales of its securities from October
1,  2001  to  December 31, 2001.

                 Title of
       Date     Securities    # of Shares    Consideration       Purchaser
     --------  ------------  -------------  ----------------  ----------------

     11/14/01  Common Stock     226,365      Payment on note  Stanley Richards
                 payable


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


EXHIBITS

Exhibit 11     Statement of Computation of Net Loss per Share


REPORTS ON FORM 8-K

None


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<PAGE>
                                   SIGNATURES

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

                                    INTERCELL INTERNATIONAL CORPORATION
                                    (REGISTRANT)

Date:  February 8, 2002               By: /s/  Paul H. Metzinger
                                      ----------------------------------
                                         Paul H. Metzinger, President,
                                         Chief Executive Officer &
                                         Chief Financial Officer



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