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

                                   FORM 10-QSB

(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, 2006

                                       OR

[  ]     TRANSITION REPORT PURSUANT 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 [_]

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_]    No [X]

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:

<PAGE>

As of May 12, 2006 there were 23,836,323  shares of the registrant's  sole class
of common shares outstanding.

Transitional Small Business Disclosure Format                 Yes [_]   No [X]



<PAGE>





PART I - FINANCIAL INFORMATION

<TABLE>
<CAPTION>

Item 1. Unaudited Financial Statements                                                    Page
                                                                                          ----
<S>                                                                                       <C>

         Report of Independent Registered Public Accounting Firm                            F-1

         Condensed Consolidated Balance Sheet -March 31, 2006                               F-2

         Condensed Consolidated Statements of Operations  and
                  Comprehensive Loss- Six and Three months ended
                  March 31, 2006 and 2005                                                   F-3

         Condensed Consolidated Statement of Changes in Stockholders'
                  Deficit -Six months ended March 31, 2006                                  F-4

         Condensed Consolidated Statements of Cash Flows -
                  Six months ended March 31, 2006 and 2005                                  F-5

         Notes to Condensed Consolidated Financial Statements                               F-6

Item 2.  Management's Discussion and Analysis                                                1

Item 3. Controls and Procedures                                                              3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings                                                                   3

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds - Not
         Applicable

Item 3.  Defaults Upon Senior Securities - Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders - Not Applicable

Item 5.  Other Information - Not Applicable

Item 6.  Exhibits and Reports on Form 8-K                                                    4

         SIGNATURES                                                                          5

</TABLE>



<PAGE>




             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Intercell International Corporation

I have  reviewed  the  accompanying  condensed  consolidated  balance  sheet  of
Intercell  International  Corporation  and  subsidiary as of March 31, 2006, the
related condensed  consolidated  statements of operations and comprehensive loss
for the six and three-month periods ended March 31, 2006 and 2005, the condensed
consolidated  statements of cash flows for the six-month periods ended March 31,
2006  and  2005,  and  the  condensed   consolidated  statement  of  changes  in
stockholders'  deficit for the  six-month  period  ended March 31,  2006.  These
interim condensed  consolidated  financial  statements are the responsibility of
the Company's management.

I conducted my reviews in accordance  with the  standards of the Public  Company
Accounting  Oversight  Board  (United  States).  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 standards
of the Public Company Accounting  Oversight Board (United States), the objective
of which is the  expression of an opinion  regarding  the  financial  statements
taken as a whole. Accordingly, I do not express such an opinion.

Based on my reviews, I am 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.




/s/ Larry O'Donnell, CPA, PC

Aurora, Colorado
May 11, 2006
                                       F-1




<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                      Condensed Consolidated Balance Sheet
                                 March 31, 2006
                                   (Unaudited)

<S>                                                                                                             <C>
                                                  Assets

Current assets:
  Cash and cash equivalents                                                          $    39,541
  Restricted cash (Note 4)                                                                20,000
  Assets of discontinued operations (Note 2)                                               9,377
                                                                                      ----------
    Total current assets                                                                  68,918
                                                                                      ----------

Property and equipment, net                                                                1,013
                                                                                      ----------

Other assets:
  Investment securities available for sale (Note 3)                                       16,532
                                                                                      ----------

       Total assets                                                                  $    86,463
                                                                                      ==========

                                  Liabilities and Stockholders' Deficit

Current liabilities:
  Accounts payable and accrued liabilities                                           $    89,270
  Note payable (Note 3)                                                                   35,000
  Liabilities of discontinued operations (Note 2)                                        308,683
                                                                                      ----------
    Total liabilities (all current)                                                      432,953
                                                                                      ----------

Commitments and contingencies (Notes 5 and 6)

Stockholders' deficit (Note 5):
  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;
    23,836,323 shares issued and outstanding                                              23,836
  Additional paid-in capital                                                          38,743,834
  Accumulated other comprehensive income                                                  16,532
  Accumulated deficit                                                                (39,130,693)
                                                                                      ----------
      Total stockholders' deficit                                                    (   346,491)
                                                                                      ----------

        Total liabilities and stockholders' deficit                                  $    86,462
                                                                                      ==========

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






                                       F-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,
                                                               ---------                                 ---------
                                                       2006                 2005                  2006                 2005
                                                       ----                 ----                  ----                 ----
<S>                                             <C>                   <C>                  <C>                  <C>

General and administrative expense              $(    9,307)          (   49,014)          (   14,609)          (   144,871)
                                                  ---------            ---------            ---------            ----------

Other income (loss):
  Unrealized gain on derivative
     instruments (Note 3)                                 -                  150                    -                 1,050
  Interest income                                        43                   38                  491                   137
  Interest expense                                        -           (      555)                   -            (      718)
                                                  ---------            ---------            ---------             ---------
                                                         43           (      367)                 491                   469
                                                  ---------            ---------            ---------             ---------

Loss from continuing operations                  (    9,264)          (   49,381)          (   14,118)           (  144,402)
                                                  ---------            ---------            ---------             ---------

Discontinued operations; loss from
  operations of subsidiary (Note 2)                       -           (    3,280)                   -            (  104,096)

Net loss                                         (    9,264)          (   52,661)          (   14,118)           (  248,498)
                                                  ---------            ---------            =========             ---------

Other comprehensive (loss) income;
  Change in unrealized (loss) gain on
     securities available for
     sale (Note 3)                               (    2,360)          (   22,041)          (    8,658)               11,702
                                                  ---------            ---------            =========             ---------
Total comprehensive loss                        $(   11,624)          (   74,702)          (   22,776)           (  236,796)
                                                  =========            =========            =========             =========

Basic and diluted loss per share:
  Loss from continuing operations               $         *                    *                    *            (     0.01)
  Loss from discontinued operations                       *                    *                    *                     *
                                                  ---------            ---------            ---------             ---------

Net loss per share, basic and diluted           $         *                    *                    *            (     0.01)
                                                  =========            =========            =========             =========

Weighted average number of common
  shares outstanding                             23,836,323           23,836,323           23,836,323            23,847,655
                                                 ==========           ==========           ==========            ==========
         * Less than $(0.01) per share.

</TABLE>

         See accompanying notes to condensed consolidated financial statements.






                                       F-3


<PAGE>

<TABLE>
<CAPTION>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
      Condensed Consolidated Statements of Changes in Stockholders' Deficit
                         Six Months Ended March 31, 2006
                                   (Unaudited)



                                                                                 Accumulated
                                                                 Additional         Other                               Total
                                      Common Stock                Paid-In       Comprehensive      Accumulated      Stockholders'
                                      ------------
                                Shares           Amount           Capital           Income          Deficit           Deficit
                                ------           ------           -------           ------          -------           -------
<S>                          <C>              <C>               <C>            <C>               <C>              <C>
Balances, October 1, 2005    23,836,323       $ 23,836          $38,743,834    $    25,190       $(39,116,575)    $(  323,715)

Net loss                              -              -                    -              -        (    14,118)     (   14,118)


Other comprehensive
  income:
  Change in unrealized
  gain on securities
  available for sale
  (Note 3)                            -              -                    -     (    8,658)                 -      (    8,658)
Balances,
  March 31, 2006             23,836,323       $ 23,836          $38,743,834    $    25,190       $(39,116,575)    $(  323,715)


             See accompanying notes to condensed consolidated financial statements.

                                               F-4
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                 Condensed Consolidated Statements of Cash Flows
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)

                                                                                    2006                  2005
                                                                                    ----                  ----
<S>                                                                         <C>                     <C>
Cash flows from operating activities:
 Net loss                                                                   $ (   14,118)           (  248,498)
 Adjustments to reconcile net loss to net cash
  used in continuing operations:
  Loss from discontinued operations                                                    -               104,096
  Depreciation expense                                                               253                   422
  Contribution of services by officer/stockholder                                      -                40,695
  Unrealized gain on derivative instruments                                            -            (    1,050)
  Changes in operating assets and liabilities:
   Decrease in accounts receivable                                                35,000
  (Decrease) increase in accounts payable
    and accrued liabilities                                                   (   18,934)               15,740
                                                                              -----------            ----------
    Net cash received (used) in operating activities from
      continuing operations                                                        2,201             (  88,595)
                                                                              -----------            ----------
Cash flows from investing activities:
   Net cash provided by investing activities from
     continuing operation                                                              -                     -
                                                                              -----------            ----------

Cash flows from financing activities:
 Decrease (increase) in restricted cash                                           15,000            (   35,000)
 Proceeds from note payable                                                            -                35,000
                                                                              ----------             ---------
   Net cash provided by financing activities from
     continuing operations                                                        15,000                     -
                                                                              -----------            ----------
Net cash used in discontinued operations                                               -            (   29,170)
                                                                              ----------             ---------

Net increase(decrease) increase in cash and cash equivalents                      17,200            (  117,765)

Cash and cash equivalents, beginning of period                                    22,341               163,932
                                                                              ----------            ----------

Cash and cash equivalents, end of period                                    $     39,541                46,167
                                                                              ==========            ==========

Supplemental disclosure of non-cash investing and
  financing activities:
Common stock returned in exchange for marketing rights                       $         -                   94
(Decrease) increase in investment securities available for
  sale and related unrealized gain                                            (    8,658)               11,703


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



                                       F-5



<PAGE>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)


1. BASIS OF PRESENTATION, BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES:
-----------------------------------------------------------------------

PRESENTATION OF INTERIM INFORMATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of  Intercell  International  Corporation,  a Nevada  corporation  (the
Company or Intercell),  and Brunetti DEC, LLC,  ("Brunetti") a Colorado  limited
liability company.  In October 2004, the Company  discontinued the operations of
Brunetti and implemented steps to liquidate the assets of Brunetti.  On March 1,
2005,  Brunetti  filed a  voluntary  petition  for relief in the  United  States
Bankruptcy  Court,  District of Colorado  under Chapter 7 of Title 7 of the U.S.
Bankruptcy Code (Note 2). All significant intercompany accounts and transactions
have been eliminated in consolidation.

On March 16, 2005,  the Company  (the  Debtors)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S.  Bankruptcy  Code.  Under Chapter 11,  certain claims
against the Debtor in existence  prior to the filing of the petitions for relief
under the U.S.  Bankruptcy Code are stayed while the Debtor  continues  business
operations  as  Debtor-in-possession.  On  April  5,  2006,  the  United  States
Bankruptcy Court, District of Colorado dismissed the Chapter 11 proceedings.

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,  2005.  It  is  the  Company's  opinion  that  when  the  interim
consolidated financial statements are read in conjunction with the September 30,
2005 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.

In the  Company's  last  Annual  Report on Form 10-KSB for the fiscal year ended
September 30, 2005, the Report of the Independent  Registered  Public Accounting
Firm includes an explanatory  paragraph that describes  substantial  doubt about
the Company's  ability to continue as a going concern.  The Company's  financial
statements  for the three months ended December 31, 2005 have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
settlement of liabilities and commitments in the normal course of business.  The
Company  reported a net loss of $14,118 for the six months ended March 31, 2006,
and an accumulated deficit of $39,130,693 as of March 31, 2006. In October 2004,
Brunetti ceased  operations  (Note 2), and the Company no longer has any ongoing
revenue-generating activities.

                                       F-6

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)

These factors raise substantial doubt about the Company's ability to continue as
a going  concern.  The  financial  statements  do not  contain  any  adjustments
relating to the  recoverability  and classification of assets or the amounts and
classification  of  liabilities  that might be  necessary  should the Company be
unable to continue as a going concern.

MANAGEMENT'S PLANS

To address its current cash flow concerns,  the Company is in  discussions  with
various  parties  attempting to raise  additional  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.
However, the Company cannot provide any assurance it will be able to raise funds
through a further issuance of debt or equity in the Company.

STOCK-BASED COMPENSATION

Statement of Financial Accounting Standards (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.

No options were granted during the six months ended March 31, 2006 and 2004.

LOSS PER SHARE

SFAS No.  128,  Earnings  Per Share,  requires  dual  presentation  of basic and
diluted  earnings 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.  Income
(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 of diluted loss per share, as the
impact of the potential common shares  (12,317,600  shares at March 31, 2006 and
12,396,350  shares at March  31,  2005)  would be to  decrease  loss per  share.
Therefore, diluted loss per share is equivalent to basic loss per share.








                                       F-7

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)

RECENTLY ISSUED ACCOUNTING STANDARDS

In December 2004, the Financial  Accounting Standards Board ("FASB") issued SFAS
No. 123(R) Share-Based  Payment,  which addresses the accounting for share-based
payment  transactions.  SFAS No.  123(R)  eliminates  the ability to account for
share-based  compensation  transactions  using APB 25,  and  generally  requires
instead that such  transactions  be accounted and recognized in the statement of
operations  based on their fair value.  SFAS No.  123(R) will be  effective  for
public  companies that file as small business issuers as of the first interim or
annual  reporting  period that begins after  December  15, 2005.  The Company is
evaluating the provisions of this standard.  Depending upon the number and terms
of options that may be granted in future  periods,  the  implementation  of this
standard could have a material  impact on the Company's  financial  position and
results of operations.

2 DISCONTINUED OPERATIONS:
--------------------------

Brunetti is a Denver,  Colorado-based  limited  liability  company,  and through
October  11,  2004,  Brunetti  provided  consulting,   design,  engineering  and
construction  services  designed  to enable and  enhance  voice,  data and video
communications  through fiber and wireless  systems.  Brunetti provided services
primarily to state, municipal and local governments in the United States.

On October 11, 2004,  the Company  discontinued  the  operations of Brunetti and
implemented  steps to liquidate the assets of Brunetti.  The Company  intends to
utilize the proceeds from the  self-liquidation  to settle  outstanding debts to
the extent possible.

At March 31, 2006,  the carrying  values of  Brunetti's  assets and  liabilities
(presented as assets and liabilities of discontinued operations) are as follows:

  Cash                                          $     9,174
                                                -----------
    Total assets
      (all current)                             $     9,174
                                                ===========

  Accounts payable                              $   179,473
  Related party payable                              25,035
  Line of credit                                     10,735
  Accrued payroll                                    93,440
                                                -----------
    Total liabilities
      (all current)(2)                          $   308,683
                                                ===========

        (1)    Liabilities   above  do  not  include   payables   to   Intercell
               International  Corporation of approximately $384,358 at March 31,
               2006.


                                       F-8

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)

Revenues  attributable to Brunetti operations for the six months ended March 31,
2006  and  2005,  reported  in  discontinued  operations,  were $0 and  $11,546,
respectively ($0 for the three months ended March 31, 2006 and 2005). Operations
related to Brunetti resulted in a net loss during the six months ended March 31,
2006 and 2005 of $0 and  $104,096,  respectively  ($0 and  $3,280  for the three
months ended March 31, 2006 and 2005, respectively).  Brunetti did not incur any
income taxes during these periods.

3  INVESTMENT IN AFFILIATE AND RELATED TRANSACTIONS:
----------------------------------------------------

As of March 31, 2006, the Company owns  approximately  0.07% of the  outstanding
common  stock of Vyta Corp,  formerly  known as  NanoPierce  Technologies,  Inc.
("NanoPierce").  On January 31, 2006,  NanoPierce  changed its corporate name to
Vyta Corp  ("Vyta") and  instituted  a 1 for 20 reverse  split of its issued and
outstanding common stock. At that time the Company's owned 23,244 shares of Vyta
common stock.

At March 31, 2006, the Company owns 15,744 shares of Vyta common stock, of which
7,500  shares are subject to a warrant  agreement,  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). At March 31, 2006, 15,744 shares of NanoPierce were
available for sale and had a fair market value of $16,531.  The Company reported
an increase in the  unrealized  loss on available for sale  securities of $8,658
during the six months  ended March 31, 2006  ($2,360 for the three  months ended
March 31,  2006).  The Company did not sell any  available  for sale  securities
during the six months ended March 31, 2006.

Warrants to Purchase NanoPierce Common Stock

Prior to October 1 2003, the Company sold 5,000 restricted  shares of NanoPierce
common  stock and  granted  two  warrants  to  purchase  up to 15,000  shares of
NanoPierce common stock held by the Company,  to a third party for $50,000 cash.
Each warrant  grants the third party the right to purchase up to 7,500 shares of
NanoPierce  common stock held by the Company,  at an exercise price of $0.50 per
share. The warrants are exercisable immediately;  one warrant expired in October
2004,  and one warrant  expires in October 2007. The warrants  contain  cashless
exercise provisions at the option of the holder. At the date of the transaction,
the warrants were valued at $32,000.  These warrants are  considered  derivative
financial  instruments  and are therefore  recorded in the balance sheet at fair
value.

                                       F-9

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)

Changes in the fair value of these  warrants  (unrealized  gains and losses) are
recognized  currently in earnings (loss) of the Company.  At March 31, 2006, the
remaining  warrant had not been  exercised and the fair value of the  derivative
was estimated to be $0. An unrealized  gain of $1,050 was recognized  during the
six months  ended  March 31,  2005 (a gain of $150 was  recognized  in the three
months ended March 31, 2005)

4  NOTES PAYABLE AND CREDIT FACILITIES:
---------------------------------------

NOTES PAYABLE, RELATED PARTIES

In December 2004, Vyta loaned the Company $35,000 in return for an unsecured, 7%
promissory  note,  due in December  2005.  The funds were utilized to purchase a
six-month  certificate  of  deposit  in order to  obtain  a  letter  of  credit,
discussed below.

LETTER OF CREDIT

In December 2004, the Company  obtained a $35,000 letter of credit in connection
with completing certain obligations under a pre-existing Brunetti contract.  The
letter of credit  expires in December  2005 and is  collateralized  by a 6-month
certificate  of deposit.  In October  2005,  the Company  agreed to decrease the
amount of the letter of credit to $20,000 and extend its term to May 2006. As of
March 31, 2006, there is no outstanding balance on the letter of credit.

5  STOCKHOLDERS' DEFICIT:
-------------------------

COMMON STOCK

In December  2004,  the  Company  exchanged  certain  marketing  rights  (with a
carrying  value  of $0)  for  the  return  of  93,750  shares  of the  Company's
restricted  common stock and the  extinguishment  of $10,488 of accounts payable
and accrued  expenses owed by Brunetti to this party. The shares were retired by
the Company.  As a result of this transaction,  the Company recognized a gain of
$10,488, which is included in discontinued operations.

CAPITAL TRANSACTIONS

During the three months ended December 31, 2004,  officers of the Company agreed
to provide  services to the Company  without  compensation  for these  services.
These  services  were  estimated to be valued at $22,920,  which was recorded as
expense.  The Company has accounted for these contributed  services as a capital
transaction, which resulted in an increase in additional paid-in capital.

OPTIONS

During the six months  ended  March 31,  2006,  options  exercisable  for 28,750
shares of the Company's common stock expired.

                                      F-10

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)

6. COMMITMENTS AND CONTINGENCIES:
---------------------------------

Litigation

The filing of the Chapter 7 case  automatically  stayed  proceedings  in private
lawsuits relating to pre-petition claims as to Brunetti.

Certain former employees of Brunetti had filed claims for unpaid wages and other
expenses  against the Company and  Brunetti in the Small  Claims Court of Denver
County,  Colorado.  On March 2, 2005,  the Court found in favor of the employees
and found that the claims were the responsibility of the Company.

In addition,  a claim of approximately  $230,000 had been made against Brunetti,
which  management  believes  is without  merit and that the  Company  intends to
vigorously contest.

The lessor of the premises  leased by Brunetti  has filed legal  action  against
Brunetti to enforce its rights under the lease after Brunetti ceased  operations
and vacated the premises.






                                      F-11

<PAGE>



Item 2.  Management's Discussion and Analysis

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

         The Report of  Independent  Registered  Public  Accounting  Firm on the
Company's condensed  consolidated financial statements as of September 30, 2005,
and for each of the years in the two-year  period then ended,  includes a "going
concern"  explanatory  paragraph,  that  describes  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to the factors prompting the explanatory  paragraph are discussed below and also
in Note 1 to the quarterly Financial Statements.

Management's Plans

         The  Company  reported a net loss of $14,118  for the six months  ended
March 31,  2006  ($9,264 for the three  months  ended  March 31,  2006),  and an
accumulated deficit of $39,130,693 as of March 31, 2006.

         On March 16, 2005, the Company (the Debtor) filed a voluntary  petition
for relief in the United States  Bankruptcy  Court,  District of Colorado  under
Chapter 11 of Title 11 of the U.S. Bankruptcy Code. On April 5, 2006, the United
States  Bankruptcy Court,  dismissed the Chapter 11 proceedings.  As a result of
the  dismissal  management  of the Company is in the process of  negotiation  an
acquisition  of the Company and the  subsequent  settlement  of its  outstanding
debt.

Results of Operations

         On October 11, 2004,  the Company  ceased the  operations of its wholly
owned  subsidiary,  Brunetti DEC, LLC ("Brunetti").  On March 1, 2005,  Brunetti
filed a voluntary  petition for relief in the United  States  Bankruptcy  Court,
District of Colorado under Chapter 7 of Title 7 of the U.S. Bankruptcy Code.

         Loss from continuing operations for the six months ended March 31, 2006
was $14,118 compared $144,402 for the six months ended December 31, 2004 ($9,624
and $49,381 for the three months  ended March 31, 2006 and 2005,  respectively).
The decrease of $130,284  for the six months ended March 31, 2006,  is explained
by the decrease in general and administrative expenses as explained below.

         General and  administrative  expenses during the six months ended March
31, 2006 were  $14,609,  compared to $144,871 for the six months ended March 31,
2005  ($9,307 and $49,014  for the three  months  ended March 31, 2006 and 2005,
respectively).  The  decrease  of  $130,262  is  primarily  attributable  to the
decrease in operational and administrative activities as a result of the Chapter
11 proceedings.

                                       1

<PAGE>

         During the six months  ended March 31, 2006,  the Company  recognized a
net loss of $14,118  compared  to a net loss of  $248,298  during the six months
ended December 31, 2004 ($9,624 and $52,661 for the three months ended March 31,
2006 and 2005). The decrease of $234,380 is explained by an approximate $104,096
decrease in the loss from  discontinued  operations  between 2006 and 2005 and a
decrease of $130,284 in loss from continuing operations.

Liquidity and Capital Resources

         During  the six months  ended  March 31,  2006,  the  Company  received
$17,200 in operating activities from continuing operations. The Company received
a final  payment  of  $35,000  on the work done in  connection  with a  contract
originally  held by Brunetti.  During the six months  ended March 31, 2006,  the
Company received $15,000 from financing  activities from continuing  operations.
The $15,000 was in connection with the reduction of the $35,000 Letter of Credit
placed by the Company.  The Letter of Credit had a term of 1 year and was due in
December 2005. In connection  with the reduction,  the remaining  $20,000 of the
Letter of Credit was extending to May 2006.  The Company had $39,451 of cash and
cash equivalents at March 31, 2006, which is being used to support operations.

         As of March 31,  2006,  the  Company  owns  approximately  0.07% of the
outstanding  common stock of Vyta Corp ("Vyta").  At March 31, 2006, the Company
owns 23,244  shares of Vyta common  stock,  of which 7,500 shares are subject to
warrant  agreements,  described below. The Company has classified its investment
in Vyta as available for sale securities in which  unrealized gains (losses) are
recorded to shareholders' equity.

         At March 31, 2006,  the Company owns 15,744  shares of Vyta Corp common
stock  that are  tradable,  and based  upon the  closing  bid price of $1.05 per
share,  the  market  value of the Vyta  common  shares  at March 31,  2006,  was
$16,531.  On January 31, 2006,  Vyta  instituted a 1 for 20 reverse split of its
issued and outstanding common stock. As a result of the reverse split the number
of shares held by the Company on January 31, 2006 decreased to 23,244 shares, of
which 15,744 shares are tradable.

         Prior to September 30, 2003, the Company entered into an agreement with
an unrelated  third party, to sell 5,000 shares of the Vyta common stock held by
the Company  along with warrants to purchase up to 15,000  restricted  shares of
Vyta common stock held by the Company. In exchange for the Vyta common stock and
warrants, the Company received $50,000 cash. The warrants have an exercise price
of $0.50 per share.  The first warrant of 7,500 shares  expired in October 2004.
The second warrant of 7,500 shares has a term of 5 years.

         The remaining warrant provides for cashless exercise and is exercisable
immediately.

         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,  2006,  the fair  value of the
derivative was estimated to be $0.


                                       2

<PAGE>



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 1.  Legal Proceedings

On March 16,  2005,  the Company  (the  Debtor)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S.  Bankruptcy Code. On April 5, 2006, the United States
Bankruptcy Court, District of Colorado dismissed the Chapter 11 proceedings.







                                       3


<PAGE>


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 31.1 Certification of Chief Executive Officer pursuant
                               to Section 302 of the Sarbanes-Oxley Act

                  Exhibit 31.2 Certification of Chief Financial Officer pursuant
                               to Section 302 of the Sarbanes-Oxley Act

                  Exhibit 32.1 Certification of Principal Executive Officer
                               pursuant to Section 906 of the Sarbanes-Oxley Act

                  Exhibit 32.2 Certification of Principal Financial Officer
                               pursuant to Section 906 of the Sarbanes-Oxley Act

        (b)       Reports on Form 8-K.  The registrant did not file any reports
                  on Form 8-K during the quarter ended March 31, 2006.





                                        4

<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 11, 2006                       /s/ R. Mark Richards
                                            -------------------------
                                            R. Mark Richards,
                                                  Chief Executive Officer


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











                                        5


<PAGE>

<TABLE>
<CAPTION>

                                   EXHIBIT 11
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                        COMPUTATION OF NET LOSS PER SHARE
                                   (Unaudited)


                                            2006             2005              2006             2005
                                            ----             ----              ----             ----
<S>                                   <C>               <C>              <C>               <C>
Net loss                              $(  9,264)        (  52,661)       (  14,118)        ( 248,498)
                                        =======          ========         ========          ========

Weighted average
Common equivalent
                                      23,836,323        23,836,323       23,836,323        23,847,651
                                      ==========        ==========       ==========        ==========
Basic and diluted loss
</TABLE>



* Less than $(0.01) per share.

Stock options,  warrants and  convertible  preferred stock are not considered in
the  calculations  for  those  periods  with net  losses  as the  impact  of the
potential  common  shares  (approximately  12,317,600  at  March  31,  2006  and
12,396,350 shares at March 31, 2005) would be to decrease net loss per share.