FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark One)

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

     For the Quarterly period ended March 31, 2002

OR

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

Commission file number 0-14306

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

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

                          370 17th Street, Suite 3640
                             Denver, Colorado 80202
              (Address of principal executive offices) (Zip Code)

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

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


Indicate by check mark whether the issuer (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.   Yes   X   No
                                          ---     ---


As of May 7, 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>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                      INDEX


PART I - FINANCIAL INFORMATION


ITEM 1.  FINANCIAL STATEMENTS                                                  PAGE
                                                                               ----
<S>                                                                            <C>
    Independent Accountants' Report                                             1

    Condensed Consolidated Balance Sheet
       March 31, 2002                                                           2

    Condensed Consolidated Statements of Operations
       Three and Six Months Ended March 31, 2002 and 2001                       3

    Condensed Consolidated Statement of Changes in Stockholders'
       Deficit Six Months Ended March 31, 2002                                  5

    Condensed Consolidated Statements of Cash Flows
       Six Months Ended March 31, 2002 and 2001                                 6

    Notes to Condensed Consolidated Financial Statements
       Six Months Ended March 31, 2002 and 2001                                 7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                                  13


PART II - OTHER INFORMATION                                                    19


ITEM 2.  CHANGES IN SECURITIES                                                 19

ITEM 6.  EXHIBITS AND REPORTS IN FORM 8-K                                      20


    SIGNATURES                                                                 21
</TABLE>


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


Board of Directors
Intercell International Corporation

We have reviewed the accompanying condensed consolidated balance sheet of
Intercell International Corporation and subsidiaries as of March 31, 2002, and
the related condensed consolidated statements of operations for the three-month
and six-month periods ended March 31, 2002 and 2001, the condensed consolidated
statement of changes in stockholders' deficit for the six-month period ended
March 31, 2002, and condensed consolidated statements of cash flows for the
six-month periods ended March 31, 2002 and 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
May 15, 2002


                                        1
<PAGE>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEET
                                  MARCH 31, 2002
                                   (UNAUDITED)



                             Assets
                             ------
<S>                                                                 <C>
Current assets:
  Cash and cash equivalents                                         $    382,000
  Other receivable                                                         2,000
                                                                    -------------
    Total current assets                                                 384,000
                                                                    -------------

Deposit                                                                    4,000
Note receivable - related party                                           39,000
                                                                    -------------
                                                                          43,000
                                                                    -------------

       Total assets                                                 $    427,000
                                                                    =============

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

Current liabilities:
  Accounts payable and accrued liabilities                          $    120,000
  Derivative instrument (Note 2)                                       1,000,000
                                                                    -------------
    Total liabilities (all current)                                    1,120,000
                                                                    -------------

Commitments and contingencies (Note 7)

Stockholders' deficit (Note 5):
  Convertible preferred stock; $0.001 par value;
   20,000,000 shares authorized; no shares issued and 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                                                (37,516,000)
                                                                    -------------
      Total stockholders' deficit                                       (693,000)
                                                                    -------------

        Total liabilities and stockholders' deficit                 $    427,000
                                                                    =============
</TABLE>


See accompanying notes to condensed consolidated financial statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                     INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                         (UNAUDITED)


                                          Three Months Ended           Six Months Ended
                                                March 31,                  March 31,
                                      ---------------------------  --------------------------
                                          2002           2001          2002          2001
                                      -------------  ------------  ------------  ------------
<S>                                   <C>            <C>           <C>           <C>
General and administrative expense:
  Consulting expense (Note 2)         $(   450,000)  (     6,000)  (   450,000)  (     6,000)
  Other                                (    17,000)  (    66,000)  (    54,000)  (   108,000)
Impairment of investment in
  land (Note 3)                                  -             -             -   (    53,000)
Gain on sale and exchange of
  affiliate stock (Note 4 and 5)           503,000             -       532,000        74,000
Unrealized loss on derivative
  instrument (Note 2)                  (   550,000)            -   (   550,000)            -
Interest income                              1,000         1,000         2,000         2,000
Equity in losses of affiliates         (    94,000)            -   (   247,000)            -
Interest expense                       (     2,000)  (     2,000)  (     4,000)  (     5,000)
                                      -------------  ------------  ------------  ------------

Loss from continuing operations        (   609,000)  (    73,000)  (   771,000)  (    96,000)
                                      -------------  ------------  ------------  ------------

Discontinued operations:
  Gain on disposal of
   subsidiaries                                  -             -             -        56,000
                                      -------------  ------------  ------------  ------------

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

Net loss                               (   609,000)  (    73,000)  (   771,000)  (    40,000)

Deemed dividend on Series C and D
  preferred stock relating to
  in-the-money conversion terms                  -   (    15,000)            -   (    29,000)
Accrued dividends on Series D
   and E preferred stock                         -   (    39,000)            -   (    78,000)
Accretion on Series C and E
  preferred stock                                -   (     5,000)  (     1,000)  (    10,000)
                                      -------------  ------------  ------------  ------------

Net loss applicable to common
  stockholders                        $(   609,000)  (   132,000)  (   772,000)  (   157,000)
                                      =============  ============  ============  ============
</TABLE>


                                   (Continued)


                                        3
<PAGE>
<TABLE>
<CAPTION>
                   INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 THREE MONTHS AND SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                        (UNAUDITED)
                                        (CONTINUED)


                                      Three Months Ended             Six Months Ended
                                            March 31,                    March 31,
                                   ---------------------------  --------------------------
                                       2002           2001          2002          2001
                                   -------------  ------------  ------------  ------------
<S>                                <C>            <C>           <C>           <C>
Net loss per share, applicable
  to common stockholders:

   Basic:
    Loss
     from continuing operations    $(      0.07)  (      0.03)  (      0.09)  (      0.04)
    Gain from discontinued
     operations                            0.00          0.00          0.00          0.01
                                   -------------  ------------  ------------  ------------

    Net loss                       $(      0.07)  (      0.03)  (      0.09)  (      0.03)
                                   =============  ============  ============  ============

   Diluted:
    Loss from continuing
     operations                    $(      0.07)  (      0.03)  (      0.09)  (      0.04)
    Gain from discontinued
     operations                            0.00          0.00          0.00          0.01
                                   -------------  ------------  ------------  ------------

    Net Loss                       $(      0.07)  (      0.03)  (      0.09)  (      0.03)
                                   =============  ============  ============  ============

Weighted average number of common
  shares outstanding:
    Basic                             8,551,251     4,994,909     8,420,344     4,994,909
                                   =============  ============  ============  ============
    Diluted                           8,551,251     4,994,909     8,420,344     4,994,909
                                   =============  ============  ============  ============
</TABLE>

See accompanying notes to consolidated financial statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                  INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
                                             SIX MONTHS ENDED MARCH 31, 2002
                                                       (UNAUDITED)


                                                                                                Receivable
                                                                                                  under
                               Convertible        Warrants and                                  Agreement
                             Preferred Stock       Options to       Common Stock    Additional   to Sell
                         -----------------------    Acquired     -----------------   Paid-In    Affiliate   Accumulated
                          Shares      Amount      Common Stock    Shares    Amount   Capital      Stock       Deficit
                         --------  -------------  -------------  ---------  ------  ----------  ----------  ------------
<S>                      <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)
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          -             -
Expired warrants               -              -     (1,165,000)          -       -   1,165,000          -             -
Reduction in receivable
  under agreement to
  sell affiliate stock         -              -              -           -       -           -    394,000             -
Accretion on
  preferred stock              -          1,000              -           -       -           -          -   (     1,000)
Net loss                       -              -              -           -       -           -          -   (   771,000)
                         --------  -------------  -------------  ---------  ------  ----------  ----------  ------------

Balances,
  March 31, 2002               -              -         10,000   8,551,251   9,000  36,804,000          -   (37,516,000)
                         ========  =============  =============  =========  ======  ==========  ==========  ============


                             Total
                         Stockholders'
                            Deficit
                         -------------
<S>                      <C>
Balances,
  October 1, 2001         (   352,000)
Conversions of Series
  C preferred stock
  to common stock                   -
Shares issued for
  note payable                 36,000
Expired warrants                    -
Reduction in receivable
  under agreement to
  sell affiliate stock        394,000
Accretion on
  preferred stock                   -
Net loss                  (   771,000)
                         -------------

Balances,
  March 31, 2002          (   693,000)
                         =============
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)


                                                                               SIX MONTHS ENDED
                                                                                  MARCH 31,
                                                                         ---------------------------
                                                                             2002           2001
                                                                         -------------  ------------
<S>                                                                      <C>            <C>
Cash flows from operating activities:
  Net loss                                                               $(   771,000)  (    40,000)
  Less gain from discontinued operations                                            -   (    56,000)
                                                                         -------------  ------------
    Loss from continuing operations                                       (   771,000)  (    96,000)
                                                                         -------------  ------------
  Adjustments to reconcile loss from continuing
   operations to net cash used in operating
   activities of continuing operations:
  Expense incurred in exchange for derivative                                 450,000             -
  Unrealized loss on derivative instrument                                    550,000             -
  Loss from asset impairment                                                        -        53,000
  Gain on sale and exchange of affiliate stock                            (   532,000)  (    74,000)
  Equity in losses of affiliate                                               247,000             -
  Changes in operating assets and liabilities:
    Increase in deposit                                                             -   (     3,000)
    Increase in restricted cash                                                     -   (     1,000)
    Decrease in other receivable                                                2,000             -
    Decrease in accounts payable and accrued
     liabilities                                                          (    13,000)  (     5,000)
                                                                         -------------  ------------
      Total adjustments                                                       704,000   (    30,000)
                                                                         -------------  ------------
    Net cash used in operating activities
     of continuing operations                                             (    67,000)  (   126,000)
                                                                         -------------  ------------

Cash flows from investing activities:
  Proceeds from sale of affiliate stock                                       503,000             -
  Payments received on related party advances                                  51,000             -
  Increase in notes receivable                                                      -   (     8,000)
                                                                         -------------  ------------
    Net cash provided by (used in) investing
     activities of continuing operations                                      554,000   (     8,000)
                                                                         -------------  ------------

Cash flow from financing activities:
    Proceeds from note payable to related party                                     -        70,000
    Payment on note payable to related party                              (   128,000)            -
    Payment on note payable due shareholder                               (     8,000)  (    23,000)
                                                                         -------------  ------------
    Net cash used in financing activities                                 (   136,000)       47,000
                                                                         -------------  ------------

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

Net increase (decrease) in cash and cash equivalents                          351,000   (    92,000)
Cash and cash equivalents, beginning of period                                 31,000       100,000
                                                                         -------------  ------------
Cash and cash equivalents, end of period                                 $    382,000         8,000
                                                                         =============  ============

Supplemental disclosure of cash flow information:
  Cash paid for interest                                                 $      4,000             -
                                                                         =============  ============

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                                -        29,000
  Accrual of preferred stock dividend                                               -        78,000
  Accretion on preferred stock                                                  1,000        10,000
  Exchange of affiliate stock for liabilities
   of discontinued operations                                                       -        74,000
</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                        6
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (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 3).

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 March 31, 2002, the Company owns approximately 15.8% of the outstanding
common stock of Nanopierce Technologies, Inc. ("Nanopierce").  In January and
April 2002, the Company granted warrants to a third party in exchange for
services (Note 2).  Under the warrants, the third party has the right to
purchase up to 5,000,000 shares of the Nanopierce stock owned by the Company,
which if exercised, would reduce the ownership from 15.8% to 6.8%.  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


                                        7
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


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

The Company's ownership interest in Nanopierce's outstanding common stock
increased from approximately 14.6% at October 1, 2001 to approximately 15.8% at
March 31, 2002.  The increase in ownership interest was due primarily to the
Company receiving certain Nanopierce shares in satisfaction of a note receivable
(Note 4) and as consideration for the sale of the Arizcan subsidiary (Note 3).
The increase in Nanopierce shares was offset by the sale of 569,924 shares of
Nanopierce for approximately $503,000 in January and March of 2002.  In
connection with the sale of the Arizcan property, the Company received 330,000
shares of Nanopierce valued at $247,000.  During the six months ended March 31,
2002, the carrying value of the investment in Nanopierce was reduced to zero by
the Company's proportionate share of net losses of Nanopierce ($247,000).

At March 31, 2002, the Company owned 8,798,126 shares of Nanopierce common stock
(5,000,000 of these shares are subject to warrants, Note 2), and based upon the
closing bid price of $1.54 per share, the market value of the Company's
investment in Nanopierce common shares at March 31, 2002, was approximately
$13,549,000 ($5,849,000 excluding shares under warrants).  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 six months ended March 31, 2002, were as follows:

       Current assets                    $ 1,570,206
       Long-term assets:
         Intellectual property               590,685
         Other                               862,119
                                         ------------
       Total assets                      $ 3,023,010
                                         ============

       Total liabilities, all current    $   244,505
       Shareholders' equity                2,778,505
                                         ------------
                                         $ 3,023,010
                                         ============

       Revenues                          $    68,000
                                         ============
       Net loss                          $(2,521,689)
                                         ============


                                        8
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

Derivative Instruments

Statement of Financial Accounting Standard (SFAS) No. 133, Accounting for
Derivative Instruments and Hedging Activities, establishes accounting and
reporting standards requiring that every derivative instrument be recorded in
the balance sheet as either an asset or liability measured at fair value, and
that changes in fair value be recognized currently in earnings (loss) unless
specific hedge accounting criteria are met.

Management's Plans

The Company has incurred significant operating losses.  The Company has been
able to sell and/or exchange shares of Nanopierce common stock held by the
Company for cash or in exchange for services or liabilities, and may be able to
perform similar additional 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.

On April 3, 2002 the Company signed an Agreement in Principle with VU Media
Duplications, Inc. (VU Media).  Such Agreement provides for the proposed merger
of the Company and VU Media after the fulfillment of certain obligations.

2.   WARRANTS ON AFFILIATE'S STOCK
----------------------------------

In January 2002, the Company granted a warrant to a third party in exchange for
business consulting and advisory services.  Under the warrant, the third party
has the right to purchase up to 1,000,000 shares of Nanopierce common stock held
by the Company, at an exercise price of $0.50 per share.  The closing bid price
of the Nanopierce common stock was $0.83 per share at the date of grant.  The
warrant is exercisable immediately, expires in January 2007, and contains a
cashless exercise provision at the option of the holder.  The warrant was valued
at $450,000 at the date of grant using the Black-Scholes pricing model and as a
result, general and administrative expense of $450,000 was recorded during the
quarter ended March 31, 2002.

The warrant is considered a derivative financial instrument and is therefore
recorded in the balance sheet at fair value.  Changes in the fair value of the
warrant (unrealized gains and losses) are recognized currently in earnings
(loss) of the Company.  At March 31, 2002, the fair value of the derivative was
estimated to be $1,000,000 based on the Black-Scholes pricing model.  As a
result, $550,000 has been recorded during the period ended March 31, 2002, as
unrealized loss on the derivative.


                                        9
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


In April 2002, the Company granted a second warrant to the same third party
consultant for consulting and advisory services. Under this warrant, the third
party has the right to purchase up to 4,000,000 shares of Nanopierce common
stock held by the Company, at an exercise price of $1.39 per share, which was
equivalent to the closing bid price of the Nanopierce common stock at the date
of the grant. This warrant is exercisable immediately, expires in April 2007,
and contains a cashless exercise provision at the option of the holder. This
warrant has an estimated value of $2,570,000 at the date of grant using the
Black-Scholes pricing model, which will be recorded in general and
administrative expense during the quarter ended June 30, 2002. This warrant is
also considered a derivative financial instrument and therefore will be recorded
in the balance sheet at fair value.

3.   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 six months ended March 31, 2001, 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.

4.   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.


                                       10
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)

5.   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 March 31, 2002, 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.

6.   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 March 31, 2002 and 3,517,429 at March 31, 2001) would be to decrease
loss per share.

7.   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


                                       11
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    SIX MONTHS ENDED MARCH 31, 2002 AND 2001
                                   (UNAUDITED)


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.


                                       12
<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 six months ended March 31, 2002, 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, 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 and the Company sold 569,924 common shares of
Nanopierce for approximately $503,000.

     As of March 31, 2002, the Company owns approximately 15.8% of the
outstanding common stock of Nanopierce Technologies, Inc. ("Nanopierce").  In
January and April 2002, the Company granted warrants to a third party in
exchange for services (Note 2).  Under the warrants, the third party has the
right to purchase up to 5,000,000 shares of the Nanopierce stock owned by the
Company, which if exercised, would reduce the ownership from 15.8% to 6.8%.  The
Company's President/CEO is also the President/CEO of Nanopierce and is also a
Director on both Companys' boards of directors.  The Company accounts for its
investment in Nanopierce under the equity method of accounting due to the
Company's ability to exercise significant influence over operating and financial
policies of Nanopierce.  Nanopierce is engaged in the design, development and
licensing of products using its intellectual property, the PI Technology.  The
PI Technology consists of patents, pending patent applications, patent
applications in preparation, trade secrets, trade names, and trade marks.  The
PI Technology is designed to improve electrical, thermal and mechanical
characteristics of electronic products.  The Company has designated and is
commercializing its PI Technology as the Nanopierce Connection System (NCS) and
markets the PI Technology to companies in various industries for a wide range of
applications.  Nanopierce has not realized any significant revenues through
March 31, 2002.


                                       13
<PAGE>
     To the extent the Company's operations are not sufficient to fund the
Company's capital requirements, the Company may enter into a revolving loan
agreement with 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
March 31, 2002, the Company owned 3,798,126 shares of Nanopierce common stock
(shares not subject to warrants) with a market value of approximately
$5,849,000, based upon the closing bid price of $1.54 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.

     On April 3, 2002 the Company signed an Agreement in Principle with VU Media
Duplications, Inc. (VU Media).  Such Agreement provides for the proposed merger
of the Company and VU Media after the fulfillment of certain obligations.

     RESULTS OF OPERATIONS

Revenues

     The Company had no revenue from continuing operations for the six months or
three months ended March 31, 2002 or 2001.

General and Administrative Expenses

     General and administrative expenses were $467,000 and $504,000 for the
three months and six months ended March 31, 2002 compared to $72,000 and
$114,000 for the three months and six months ended March 31, 2001.  The increase
is primarily attributable to a $450,000 consulting expense charge incurred
during the quarter ended March 31, 2002.

     During the six months ended March 31, 2001 the Company wrote down the
carrying amount of the Arizcan property from $300,000 to $247,000 based upon a
letter agreement to purchase the property which expired in March 2001.  Based on
the agreement, the Company took an impairment of $53,000 on the value of the
land.

Other Income/Expense

     The Company recognized gains of $532,000 for six months ended March 31,
2002 ($503,000 for the three months ended March 31, 2002) on the sale and
exchange of Nanopierce common stock compared to gains of $74,000 for the six
months ended March 31, 2001 (none for the three months ended March 31, 2001).


                                       14
<PAGE>
     In January 2002, the Company granted a warrant to a third party in exchange
for business consulting and advisory services.  Under the warrant, the third
party has the right to purchase up to 1,000,000 shares of Nanopierce common
stock held by the Company, at an exercise price of $0.50 per share.  The closing
bid price of the Nanopierce common stock was $0.83 per share at the date of
grant.  The warrant is exercisable immediately, expires in January 2007, and
contains a cashless exercise provision at the option of the holder.  The warrant
was valued at $450,000 at the date of grant using the Black-Scholes pricing
model and as a result, general and administrative expense of $450,000 was
recorded during the quarter ended March 31, 2002.

     The warrant is considered a derivative financial instrument and is
therefore recorded in the balance sheet at fair value.  Changes in the fair
value of the warrant (unrealized gains and losses) are recognized currently in
earnings (loss) of the Company.  At March 31, 2002, the fair value of the
derivative was estimated to be $1,000,000 based on the Black-Scholes pricing
model.  As a result, $550,000 has been recorded during the period ended March
31, 2002, as unrealized loss on the derivative.

     In April 2002, the Company granted a second warrant to the same third party
consultant for consulting and advisory services.  Under this warrant, the third
party has the right to purchase up to 4,000,000 shares of Nanopierce common
stock held by the Company, at an exercise price of $1.39 per share, which was
equivalent to the closing bid price of the Nanopierce common stock at the date
of the grant.  This warrant is exercisable immediately, expires in April 2007,
and contains a cashless exercise provision at the option of the holder.  This
warrant has an estimated value of $2,570,000 at the date of grant using the
Black-Scholes pricing model, which will be recorded in general and
administrative expense during the quarter ended June 30, 2002.  This warrant is
also considered a derivative financial instrument and therefore will be recorded
in the balance sheet at fair value.

     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.  During the six months
ended March 31, 2002 the Company received Nanopierce shares in exchange for the
land.  The Nanopierce shares were valued at $247,000.  At March 31, 2002, the
carrying amount of the investment in Nanopierce is zero after recording a loss
of $247,000 from its equity in Nanopierce's loss for the six months ended March
31, 2002 ($94,000 for the three months ended March 31, 2002).  Therefore, the
Company has again suspended the equity method of accounting.  The Company
accounts for its investment in Nanopierce under the equity method of accounting
due to the Company's ability to exercise significant influence over operations
and financial policies of Nanopierce even though the voting ownership interest
is below 20% (approximately 15.8% at March 31, 2002).

     Interest income and interest expense were not significant for the periods.


                                       15
<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 six months ended March 31, 2002 the Company's cash and cash
equivalents increased by $351,000 primarily resulting from sales of Nanopierce
common stock.

     During the six months ended March 31, 2002 the Company had no capital
expenditures.

     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
March 31, 2002, the Company owned 3,798,126 shares of Nanopierce common stock
(that are not covered by warrants) with a market value of approximately
$5,849,000, based upon the closing bid price of $1.54 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



                                       16
<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 on 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.

Critical accounting policies

     The discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have been
prepared in accordance with accounting principles generally accepted in the
United States of America.  The preparation of these financial statements
requires us to make estimates and judgments that affect the reported amounts of
assets, liabilities, revenues and expenses and related disclosures of contingent
assets and liabilities.  On an on-going basis, we evaluate our estimates.  We
base our estimates on historical experience and on various other assumptions
that are believed to be reasonable under the circumstances, the results of which
form the basis for making judgments about the carrying values of assets and
liabilities that are not readily apparent from other sources.  Actual results
may differ from these estimates under different assumptions or conditions.

     We believe that the following are some of the more significant accounting
policies and methods used by the Company:

     -    derivative instruments;
     -    equity investment;
     -    stock transactions; and
     -    litigation.

Derivative instruments

     Derivative instruments are recorded at fair value, and realized and
unrealized gains and losses are recorded as a component of income (loss).  Fair
values of the Company's current derivatives are derived from pricing models that
consider the current market price of the underlying financial instruments, as
well as time value and volatility factors underlying the positions.


                                       17
<PAGE>
     Pricing models and their underlying assumptions impact the amount and
timing of unrealized gains and losses recognized, and the use of different
pricing models or assumptions could produce different financial results.
Changes in the underlying assumptions used in the pricing model will impact the
Company's estimates of fair value in the future, and the changes may have a
material impact on the Company's operations and financial position.

Equity Investment

     Entities where the Company can exercise significant influence, but not
control, are accounted for under the equity method of accounting. Whether or not
the Company exercises significant influence with respect to an entity depends on
an evaluation of several factors including, among others, representation on the
entity's board of directors and ownership level, generally 20% to 50% interest
in the voting securities of the company including voting rights associated with
the Company's holdings in common, preferred and other convertible instruments of
the entity. Under the equity method of accounting, our share of the earnings or
losses of the entity is included in the Company's earnings (loss) until such a
point that our investment has been written down to $0. At that time, recognition
of our proportionate share of the equity investee's losses are suspended. The
Company accounts for its investments in Nanopierce under the equity method of
accounting.

Stock Transactions

     The Company has chosen to account for employee stock-based compensation
using the intrinsic value method prescribed in Accounting Principles Board
Opinion No. 25 (APB No. 25).  Accordingly, employee compensation cost for stock
options is measured as the excess, if any, of the market price of the Company's
common stock at the date of the grant over the amount an employee must pay to
acquire the stock.

     Transactions in which the Company issues stock-based compensation for goods
or services received from non-employees are accounted for based on the fair
value of the consideration received or the fair value of the equity instruments
issued, whichever is more reliably measurable.  The Company often utilizes
pricing models in determining the fair values of options and warrants issued as
stock-based compensation to non-employees.  These pricing models utilize the
market price of the Company's common stock and the exercise price of the option
or warrant, as well as time value and volatility factors underlying the
positions.

Litigation

     We are currently involved in certain legal proceedings, as discussed in
Note 7 to the consolidated financial statements, the outcomes of which are
subject to uncertainty.  SFAS No. 5, Accounting for Contingencies, requires that
an estimated loss from a loss contingency should be accrued by a charge to
income if it is probable that an asset has been impaired or a liability has been
incurred and the amount of the loss can reasonably estimated.  Disclosure of a
contingency is required if there is at least a reasonable possibility that loss
has been incurred.  The Company evaluates, among other factors, the degree of
probability of an unfavorable outcome and the ability to make a reasonable
estimate of the amount of loss, if any.  Changes in these factors could
materially impact the Company's financial position or its results of operations.
We do not believe exiting claims will have a material adverse effect on our
consolidated financial position.


                                       18
<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 January
1,  2002  to  March  31,  2002.

None.


                                       19
<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

April 9, 2002 - Report Form 8-K regarding Agreement in Principle for a proposed
merger of the Company and VU Media Duplications, Inc.


                                       20
<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 17, 2002               By:  /s/  Paul H. Metzinger
                                  -------------------------------------
                                    Paul H. Metzinger, President,
                                    Chief Executive Officer &
                                    Chief Financial Officer


                                       21
<PAGE>