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 June 30, 2003

                                       OR

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

                         Commission file number 0-14306

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

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

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

              (Address of principal executive offices )  (Zip Code)

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

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

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

Yes   X     No
     ---        ---

As of August 14, 2003 there were 8,651,251 shares of the registrant's sole class
of  common  shares  outstanding.

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


<PAGE>
                       INTERCELL INTERNATIONAL CORPORATION
                                      INDEX

PART  I  -  FINANCIAL  INFORMATION

Item  1.  Financial  Statements                                             Page
                                                                            ----

     Independent  Accountants'  Report                                         1

     Condensed  Consolidated  Balance  Sheet -June 30, 2003                    2

     Condensed Consolidated Statements of Operations -
          Three  months  and  nine  months  ended
     June  30,  2003  and  2002                                                3

     Condensed Consolidated Statement of Changes in Stockholders'
          Deficit  -  Nine  months ended June 30, 2003                         4

     Condensed Consolidated Statements of Cash Flows -
          Nine  months  ended  June  30, 2003 and 2002                         5

     Notes  to  Condensed Consolidated Financial Statements                    7

Item  2.  Management's  Discussion  and  Analysis                             15

PART  II  -  OTHER  INFORMATION

Item  1.  Legal  Proceedings                                                  20

Item  2.  Changes  in  Securities                                             20

Item  4.  Controls  and  Procedures                                           20

Item  6.  Exhibits  and  Reports on Form 8-K                                  21

     SIGNATURE                                                                22



<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 June 30, 2003, the
related  condensed consolidated statements of operations for the three-month and
nine-month  periods  ended  June  30,  2003 and 2002, the condensed consolidated
statement  of  changes  in stockholders' deficit for the nine-month period ended
June  30,  2003, and the condensed consolidated statements of cash flows for the
nine-month  periods  ended  June  30,  2003  and  2002.  These interim condensed
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.

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

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



GELFOND  HOCHSTADT  PANGBURN,  P.C.


Denver,  Colorado
August 15, 2003


                                        1
<PAGE>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                       Condensed Consolidated Balance Sheet
                                   June 30, 2003
                                    (Unaudited)


                             Assets
                             ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $      6,000
  Note receivable, related party (Note 3)                                  20,000
                                                                     -------------

       Total assets (all current)                                    $     26,000
                                                                     =============

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

Current liabilities:
  Accounts payable                                                   $     50,000
  Derivative instruments (Note 2)                                          33,000
                                                                     -------------

      Total liabilities (all current)                                      83,000
                                                                     -------------

Commitments and contingencies (Note 8)

Stockholders' deficit (Note 7):
  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;
    8,651,251 shares issued and outstanding                                 9,000
  Additional paid-in capital                                           36,946,000
  Accumulated deficit                                                 (37,012,000)
                                                                     -------------
      Total stockholders' deficit                                         (57,000)
                                                                     -------------

        Total liabilities and stockholders' deficit                  $     26,000
                                                                     =============
<FN>

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



                                        2
<PAGE>
<TABLE>
<CAPTION>
                   INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      Condensed Consolidated Statements of Operations
                    Three and Nine Months Ended June 30, 2003 and 2002
                                        (Unaudited)

                                            Three Months Ended        Nine Months Ended
                                                June  30,                 June  30,
                                         ------------------------  -----------------------
                                            2003         2002         2003        2002
                                         -----------  -----------  ----------  -----------
<S>                                      <C>          <C>          <C>         <C>
General and administrative expense       $(  17,000)  (1,455,000)  ( 109,000)  (1,959,000)
Gain on sale and exchange of affiliate
  stock (Note 2)                             20,000    1,752,000     107,000    2,284,000
Unrealized loss on derivative
  instruments (Note 2)                    (  20,000)           -      (1,000)    (550,000)
Gain on cancellation of derivative
  instrument (Note 2)                             -      550,000           -      550,000
Interest income                                   -            -           -        2,000
Provision for doubtful note
  receivable (Note 3)                             -    ( 250,000)          -   (  250,000)
Equity in losses of affiliate (Note 2)            -            -   (  51,000)  (  247,000)
Interest expense                                  -            -           -   (    4,000)
                                         -----------  -----------  ----------  -----------

Net income (loss)                         (  17,000)     597,000   (  54,000)  (  174,000)
                                         -----------  -----------  ----------  -----------

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

Net income (loss) applicable to common
  stockholders                           $(  17,000)     597,000   (  54,000)  (  175,000)
                                         ===========  ===========  ==========  ===========

Basic and diluted income (loss) per
  share, applicable to common
  stockholders                           $        *         0.07   (    0.01)  (     0.02)
                                         ===========  ===========  ==========  ===========

Weighted average number of common
   shares outstanding:
    Basic and diluted                     8,651,251    8,631,471   8,651,251    8,490,720
                                         ===========  ===========  ==========  ===========

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

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



                                        3
<PAGE>
<TABLE>
<CAPTION>
                             INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                     Condensed Consolidated Statement of Changes in Stockholders' Deficit
                                        Nine Months Ended June 30, 2003
                                                  (Unaudited)


                                   Common Stock        Warrants to    Additional                   Total
                              -----------------------    Acquire       Paid-In    Accumulated   Stockholders'
                               Shares       Amount     Common Stock    Capital      Deficit        Deficit
                              ---------  ------------  -------------  ----------  ------------  --------------
<S>                           <C>        <C>           <C>            <C>         <C>           <C>
Balances, October 1, 2002     8,651,251  $      9,000        10,000   36,861,000  (36,958,000)        (78,000)

Expired warrants                      -             -       (10,000)      10,000            -               -

Forgiveness of accrued
payroll owed to
officer/shareholder (Note 6)          -             -             -       75,000            -          75,000

Net loss                              -             -             -            -   (   54,000)     (   54,000)
                              ---------  ------------  -------------  ----------  ------------  --------------

Balances, June 30, 2003       8,651,251  $      9,000             -   36,946,000  (37,012,000)     (   57,000)
                              =========  ============  =============  ==========  ============  ==============

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


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


                                                          Nine Months Ended
                                                              June 30,
                                                      --------------------------
                                                          2003          2002
                                                      ------------  ------------
<S>                                                   <C>           <C>
Cash flows from operating activities:
 Net loss                                             $(   54,000)  (   174,000)
 Adjustments to reconcile net loss to net cash
  used in operating activities:
  Common stock issued for services                              -        56,000
  Exchange of affiliate stock for services                      -     1,752,000
  Provision for doubtful note receivable                        -       250,000
  Unrealized loss on derivative instruments                 1,000       550,000
  Gain on cancellation of derivative instrument                 -   (   550,000)
  Gain on sale and exchange of affiliate stock         (  107,000)  ( 2,284,000)
  Equity in losses of affiliate                            51,000       247,000
  Changes in operating assets and liabilities:
   Increase in deposit and other assets                         -   (     2,000)
   Decrease in other receivable                                 -         2,000
   Increase (decrease) in accounts payable and
     accrued liabilities                                    1,000   (    38,000)
                                                      ------------  ------------
    Net cash used in operating activities              (  108,000)  (   191,000)
                                                      ------------  ------------

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and
   warrants to purchase affiliate stock                   111,000       503,000
 Payment received on related party advances                     -        51,000
 Increase in note receivable                                    -   (   250,000)
                                                      ------------  ------------
   Net cash provided by investing activities              111,000       304,000
                                                      ------------  ------------

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

Net increase (decrease) in cash and cash equivalents        3,000    (   23,000)

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

Cash and cash equivalents, end of period              $     6,000         8,000
                                                      ============  ============
</TABLE>


                                       5
<PAGE>
<TABLE>
<CAPTION>
                     INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                        Condensed Consolidated Statements of Cash Flows
                                          (Unaudited)
                                           continued

                                                                          Nine Months Ended
                                                                               June 30,
                                                                        ----------------------
                                                                           2003        2002
                                                                        -----------  ---------
<S>                                                                     <C>          <C>
Supplemental disclosure of cash flow information:
  Cash paid for interest                                                $         -      4,000
                                                                        ===========  =========
Supplemental disclosure of non-cash investing and
  financing activities:
Forgiveness of accrued payroll owed to officer/shareholder              $    75,000          -
Reduction in related party receivable and accrued
  interest in exchange for affiliate common stock                            43,000          -
Sale of affiliate common stock for note receivable                           20,000          -
Sale of investment in land held for sale in exchange for
  affiliate common stock                                                          -    247,000
Conversion of preferred stock to common stock                                     -     48,000
Reduction in receivable under agreement to sell affiliate
  stock and related deferred gain                                                 -    394,000
Common stock issued in exchange for note payable
  to shareholder                                                                  -     36,000
Accretion on preferred stock                                                      -      1,000

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


                                        6
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)

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

Business  and  Basis  of  Presentation

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

Particle  is an inactive subsidiary that was dissolved in November 2002. Arizcan
was  a  subsidiary  which owned an investment in land held for sale.  In October
2001,  Arizcan  was  sold  (Note  5).

In  the  opinion  of  the  management of the Company, the accompanying unaudited
condensed  consolidated  financial  statements include all material adjustments,
including  all normal and recurring adjustments, considered necessary to present
fairly  the  financial  position  and  operating  results of the Company for the
periods  presented.  The  financial  statements  and  notes  are  presented  as
permitted by Form 10-QSB, and do not contain certain information included in the
Company's  last Annual Report on Form 10-KSB for the fiscal year ended September
30,  2002.  It  is  the  Company's  opinion  that  when  the  interim  financial
statements  are read in conjunction with the September 30, 2002 Annual Report on
Form  10-KSB, the disclosures are adequate to make the information presented not
misleading.  Interim  results  are  not  necessarily indicative of results for a
full  year  or  any  future  period.

Investment  in  NanoPierce

As  of  June  30,  2003,  the Company owns approximately 9.8% of the outstanding
common  stock  of  NanoPierce  Technologies, Inc. ("NanoPierce").  The Company's
President/CEO  is  also  the President/CEO of NanoPierce and is also a member of
the  Board  of  Directors  of  both  companies.  The  Company  accounts  for its
investment  in  NanoPierce  under  the  equity  method  of accounting due to the
Company's ability to exercise significant influence over operating and financial
policies  of  NanoPierce.  NanoPierce  is engaged in the design, development and
licensing  of  products using its intellectual property, the PI Technology.  The
PI  Technology  consists  of  patents,  pending  patent  applications,  patent
applications  in  preparation, tradesecrets, tradenames, and trademarks.  The PI
Technology  is  designed  to  improve  electrical,  thermal  and  mechanical
characteristics  of  electronic products.



                                        7
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)

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  June  30, 2003.  Due to continued
operating  losses  and  in  order  to  comply  with  German  legal requirements,
NanoPierce  Card  Technologies,  Gmbh (NCT), a wholly-owned German subsidiary of
NanoPierce, filed insolvency with the Courts of Munich, Germany, effective April
1,  2003  and  was  placed in receivership on that date.  NCT activities through
March  2003  consisted  primarily  of  providing  software  development  and
implementation services and performing administrative, research and development,
and  selling  and  marketing  activities.

The  Company's  ownership  interest  in  NanoPierce's  outstanding  common stock
decreased  from  approximately 11.7% at October 1, 2002 to approximately 9.8% at
June 30, 2003. The Company's ownership interest decreased by approximately 0.69%
due  to  the  Company's sale of 456,232 NanoPierce shares during the nine months
ended  June  30,  2003 (Note 2) and issuances of common stock by NanoPierce that
resulted  in an additional 1.36% decrease. During the nine months ended June 30,
2003,  the  Company's  ownership  interest in NanoPierce increased by 0.15% as a
result  of  the receipt of 74,870 shares of NanoPierce in satisfaction of a note
receivable  and  accrued  interest  from  an officer of the Company (Note 3) and
15,000  shares  of  NanoPierce  from a director who had received such shares for
services  during  the 2002 fiscal year, valued at $8,000. During the nine months
ended  June  30,  2003,  the  carrying value of the investment in NanoPierce was
reduced  by  the  Company's  proportionate  share  of  net  losses of NanoPierce
($51,000),  resulting  in a remaining investment balance of $0 at June 30, 2003.

The  summarized  results  of operations of NanoPierce for the nine-month periods
ended  June  30,  2003  and  2002,  were  as  follows:

                                    2003          2002
                                    ----          ----
     Revenues                  $   107,000      132,000
     Loss from continuing
      operations                (2,318,000)  (3,203,000)
     Net loss                  $(2,968,000)  (3,733,000)


At June 30, 2003, the Company owned 6,351,764 shares of NanoPierce common stock,
and based upon the closing bid price of $0.32 per share, the market value of the
Company's  investment  in  NanoPierce  common  shares  at  June  30,  2003,  was
approximately $2,033,000.  The Company is subject to various restrictions on the
sale and/or exchange of NanoPierce shares owned by the Company, which limits the
marketability  of  this  investment.


                                        8
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)

Management's  Plans

The Company has a working capital deficiency and a stockholders' deficit at June
30,  2003 and has no revenue producing operations.  The Company has been able to
sell  and/or  exchange shares of NanoPierce common stock held by the Company for
cash  or  in exchange for services or liabilities in the past and may be able to
perform  similar sales/exchanges during 2003, subject to various restrictions on
such  sales/exchanges.

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.

Recently  Issued  Accounting  Standards

In  May  2003,  the  Financial  Accounting  Standards  Board issued Statement of
Financial  Accounting  Standards  ("SFAS")  No.  150,  Accounting  for  Certain
Financial  Instruments with Characteristics of Both Liabilities and Equity. SFAS
No.  150  establishes  new  standards  on  how an issuer classifies and measures
certain  financial  instruments  with  characteristics  of  both liabilities and
equity.  Under  previous  guidance,  issuers  could  account  for  many of those
instruments  as  equity.  SFAS  No.  150  requires  that  those  instruments  be
classified  as  liabilities in statements of financial position. SFAS No. 150 is
effective  for  all financial instruments entered into or modified after May 31,
2003,  and  otherwise  is effective at the beginning of the first interim period
beginning  after  June  15, 2003. The Company believes that the adoption of SFAS
No.  150  will  not  have  a  material  impact  on  its results of operations or
financial  condition.

In  December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
Accounting  for  Stock-Based  Compensation  Transition  and  Disclosure.  This
statement  amends  SFAS  No.  123,  Accounting for Stock-Based Compensation, and
establishes  two  alternative  methods  of  transition  from the intrinsic value
method  to  the  fair  value  method  of  accounting  for  stock-based  employee
compensation.  In addition, SFAS No. 148 requires prominent disclosure about the
effects  on reported net income (loss) and requires disclosure for these effects
in  interim financial information. The provisions for the alternative transition
methods  are  effective for fiscal years ending after December 15, 2002, and the
amended  disclosure  requirements  are  effective  for interim periods beginning
after  December  15,  2002.  The  Company  plans  to  continue  accounting  for
stock-based  compensation  under  Accounting  Principles  Board  Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees  (APB  25).


                                        9
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)

2.   SALE OF AFFILIATE STOCK AND WARRANTS TO PURCHASE AFFILIATE STOCK
---------------------------------------------------------------------

Sale  of  Affiliate  Stock

During  the  quarter  ended  June  30, 2003, the Company sold 155,390 restricted
shares of NanoPierce common stock to a company in which an officer is related to
a  member  of  the  Board  of  Directors  of  the  Company.  In exchange for the
NanoPierce  shares,  the Company received a promissory note of $20,000 (Note 3).
The  closing market price of the NanoPierce common stock on the date of the sale
was  $0.28  per  share  (the shares were sold at $0.13 per share, a 50% discount
from  market,  due  to the restricted marketability of the shares). The carrying
value  of  the  NanoPierce  shares  held by the Company was $0. As a result, the
Company  recorded  a  $20,000  gain  on  the  sale  of  affiliate  stock.

During  the nine months ended June 30, 2003, the Company sold to unrelated third
parties,  200,842  restricted  shares  of  NanoPierce  common  stock held by the
Company  for  cash  of  $61,000.  The  Company sold 166,667 shares for $0.30 per
share  and sold 34,175 shares for $0.33 per share.  The closing market prices of
the  NanoPierce  common  stock  on the transaction dates was $0.62 and $0.70 per
share,  respectively.  The  carrying  value  of  the  NanoPierce  shares  on the
transaction  date  was $0, resulting in a gain on the sale of affiliate stock of
$61,000.

Warrants  to  Purchase  Affiliate  Stock

In October 2002, the Company sold 100,000 restricted shares of NanoPierce common
stock  and  issued  two  warrants to purchase up to 300,000 shares of NanoPierce
common  stock  held  by  the  Company for $50,000 cash.  Each warrant grants the
holder  the  right  to  purchase  up  to 150,000 restricted shares of NanoPierce
common  stock  held by the Company at an exercise price of $0.50 per share.  The
closing  bid  price  of  the  NanoPierce common stock was $0.69 per share on the
transaction date.  The warrants are exercisable immediately; one warrant expires
in  October 2004, and one warrant expires in October 2007. Both warrants contain
cashless  exercise  provisions  at  the option of the holder. At the date of the
transaction,  the  warrants  were  valued  at $32,000, and the 100,000 shares of
NanoPierce  stock  were  valued  at  $18,000.

The  warrants  are considered derivative financial instruments and are therefore
recorded  in  the balance sheet at fair value.  Changes in the fair value of the
warrants  (unrealized  gains  and  losses)  are recognized currently in earnings
(loss)  of  the  Company.  At June 30, 2003, neither warrant had been exercised,
and the fair value of the derivatives was estimated to be $33,000.  As a result,
an  unrealized  loss  of $1,000 was recognized during the nine months ended June
30,  2003,  to  reflect  the  increase  in  the  fair  value  of  the derivative
instruments.


                                       10
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)

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

3.  NOTES  RECEIVABLE
---------------------

In  April  2002,  the  Company  made  an  unsecured loan of $250,000 to VU Media
Duplication,  Inc. (VU Media) in connection with a proposed merger.  The Company
withdrew  from  the  proposed merger in May 2002.  The note is due on demand and
bears  interest  at  8%.  Although  the  Company  is  continuing  its collection
efforts,  an  allowance  has  been recorded, reserving the entire balance due to
uncertainty  as to collection.  In May 2003, the Company received notice that VU
Media  had filed for protection under Chapter 11 of the United States Bankruptcy
laws.

Related  Parties

During  the  quarter  ended  June  30,  2003, the Company sold 155,390 shares of
NanoPierce  common stock to a company, in which an officer is related to a board
member  of  the  Company.  In  exchange  for  the sale of NanoPierce shares, the
Company  received  an  unsecured promissory note of $20,000. The promissory note
bears  interest  at  6%  per  annum  and  is  due  in  May  2004.

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


                                       11
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)


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

Prior  to October 1, 2001, the Company entered into an agreement to sell 845,000
shares of NanoPierce common stock held by the Company in exchange for a $423,000
note  receivable.  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 remaining
balance  on  the  note  receivable  from  the  purchaser.

5.   SALE OF INVESTMENT IN LAND HELD FOR SALE
---------------------------------------------

In  October  2001,  the Company sold to a shareholder of the Company, all of the
common  stock  of  Arizcan, which had an investment in land held for sale with a
carrying  amount  of  $247,000,  in  exchange  for  330,000  common  shares  of
NanoPierce. The shares of NanoPierce were valued at $247,000 based on the quoted
market price of the NanoPierce common stock at the date of the agreement, and no
gain  or  loss  was  recognized  on  the  transaction.

6.  STOCKHOLDERS' EQUITY (DEFICIT)
----------------------------------

In  October  2001,  the  Company  paid  $10,000 and issued 226,365 shares of the
Company's  common  stock  in  satisfaction of a $44,000 note payable and related
accrued  interest  of  $2,000  due  to  a  shareholder.  The market value of the
Company's common stock at the date of issuance, based on the quoted market price
per  share,  was  $36,000.

In  December  2002  warrants  to  purchase  10,000  shares of common stock at an
exercise  price  of  $3  per  share  expired.

Capital  Transaction

In  May  2003,  an officer/shareholder of the Company forgave $75,000 of accrued
salary,  which  has been accounted for a capital transaction and has resulted in
an  increase  in  additional  paid  in  capital.

7.   INCOME (LOSS) PER SHARE
----------------------------

SFAS  No.  128,  Earnings  per  Share,  requires  dual presentation of basic and
diluted  earnings or loss per share (EPS) with a reconciliation of the numerator
and denominator of the basic EPS computation to the numerator and denominator of
the  diluted  EPS  computation.


                                       12
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)


Basic  EPS  excludes dilution.  Diluted EPS reflects the potential dilution that
could  occur  if  securities  or  other  contracts  to  issue  common stock were
exercised  or  converted into common stock or resulted in the issuance of common
stock  that  then  shared  in  the  earnings  of  the  entity.

Basic  income (loss) per share of common stock is computed based on the weighted
average  number  of  shares outstanding during the period.  Diluted EPS includes
the  potential  conversion of stock options, warrants, and convertible preferred
stock.  Stock  options,  warrants  and  convertible  preferred  stock  are  not
considered  in diluted EPS for those periods with net losses in the calculation,
as  the  impact  of the potential common shares (approximately 338,850 shares at
June 30, 2003 and 348,850 at June 30, 2002) would be to decrease loss per share.

8.  LITIGATION
--------------

Prior  to  October  1, 2001, the Company agreed to settle certain litigation and
$135,000  of  BMI  Acquisition  Group,  Inc. (a subsidiary that was in Chapter 7
Bankruptcy  prior  to  October 1, 2001) liabilities by paying $5,000 in cash and
exchanging  37,000  restricted  common shares of NanoPierce common stock held by
the  Company.  The settlement agreement further stipulated that should the value
of the NanoPierce shares be less than $100,000, based on the closing asked share
price  one  year  from  the  date of the settlement, the Company was to exchange
additional  shares  of NanoPierce in an amount sufficient to obtain the $100,000
value.  Based on the closing asked share price of the NanoPierce common stock on
the one-year anniversary date, the Company recognized an additional liability of
$74,000 at September 30, 2001.  In June 2002, the Company agreed to pay $100,000
to  settle  the  litigation  and  recorded  an  additional  $26,000  of expense.

The Company, NanoPierce and Louis DiFrancesco, the inventor of the PI Technology
were  involved  in  litigation  relating  to  the  NanoPierce  ownership  of its
intellectual  property  and the rights as to who should receive royalty payments
from licenses, which were outstanding as of September 3, 1996.  In October 2002,
NanoPierce,  the  Company  and  DiFrancesco  signed a settlement agreement to be
enforced by court order.    The terms of the agreement do not require any future
financial  commitments  of  the  Company  are  not  expected  to have any future
financial  impact  on  the  Company's  results of operations or cash flows.  The
court  order,  among  other  things,  declares  that NanoPierce owns the entire,
exclusive,  incontestable  ownership,  right, title and interest in the patents.
The  court  order further declares Mr. DiFrancesco owns the sole, exclusive, and
incontestable right, to receive and collect all royalties and other payment from
all  licenses  outstanding  on  September  3,  1996.


                                       13
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                Nine Months Ended June 30, 2003 and June 30, 2002
                                   (Unaudited)


In  addition,  Mr.  DiFrancesco  was  also  granted  a  limited,  two  year,
non-transferable,  with  no  right  to  sublicense, royalty-bearing license. The
Court  Order  can  be  appealed  but  has  not  been  appealed.

The  Company  is also involved in other various claims and legal actions arising
in  the ordinary course of business.  In the opinion of management, the ultimate
disposition  of  the  matter  discussed  above and other matters will not have a
material  adverse  impact  either individually or in the aggregate on results of
operations,  financial  position  or  cash  flows  of  the  Company.


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

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

RESULTS  OF  OPERATIONS

     General  and  administrative expenses during the nine months ended June 30,
2003  were  $109,000,  compared to $1,959,000 for the nine months ended June 30,
2002  ($17,000 and $1,455,000 for the three months ended June 30, 2003 and 2002,
respectively).  The  net  decrease  of $1,850,000 is primarily attributable to a
decrease  in  consulting expenses ($1,808,000 of consulting expense was incurred
during  the  nine  months  ended  June  30, 2002).  Interest income and interest
expense  were  not  significant  for  the  periods.

     The Company recognized gains of $107,000 for the nine months ended June 30,
2003  on  the sale and exchange of NanoPierce common stock, compared to gains of
$2,284,000  for  the nine months ended June 30, 2002 ($20,000 and $1,752,000 for
the  three  months  ended  June  30,  2003  and  2002,  respectively).

     The  condensed  consolidated  financial  statements  reflect  the Company's
investment  in  NanoPierce  Technologies,  Inc.  ("NanoPierce") as an investment
accounted  for  under  the equity method of accounting. The Company 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  9.8%  at June 30, 2003). The Company's investment in
NanoPierce  was  carried at zero at September 30, 2002.

     During the nine months ended June 30, 2003, the Company received NanoPierce
shares  in exchange for a note receivable and accrued interest.  In addition, in
May  2002,  the  Company  issued shares to a director for services; these shares
were  subsequently  returned  to  the  Company during the 2003 fiscal year.  The
NanoPierce shares were valued at $51,000.  At June 30, 2003, the carrying amount
of  the  investment in NanoPierce is zero after recording a loss of $51,000 from
its  equity  in  NanoPierce's  losses  for  the nine months ended June 30, 2003.
Therefore, the Company has suspended the equity method of accounting.


                                       15
<PAGE>
     During  the  nine  months ended June 30, 2003, the Company recognized a net
loss  of $54,000 compared to a net loss of $174,000 during the nine months ended
June  30,  2002  (net  loss  of $17,000 and net income of $597,000 for the three
months ended June 30, 2003 and 2002, respectively).  The decrease of $120,000 is
explained  by  the  issuance  of  the  warrants for NanoPierce common shares for
consulting  services and the decrease in the equity loss of affiliate of $51,000
for the nine months ended June 30, 2003 compared to $247,000 for the nine months
ended  June  30,  2002.

LIQUIDITY  AND  CAPITAL  RESOURCES

     During the nine months ended June 30, 2003, the Company sold 155,390 shares
of  NanoPierce  common  stock  to a company, in which an officer is related to a
board  member of the Company. In exchange for the sale of NanoPierce shares, the
Company  received  an  unsecured promissory note of $20,000. The promissory note
bears  interest at 6% per annum and is due in May 2004. The closing market price
of  the NanoPierce common stock on the date of the sale was $0.28 per share. The
shares  were  sold  at  $0.13  per share, a 50% discount from market, due to the
restricted  marketability  of  the  shares.

     During  the  nine  months  ended June 30, 2003, the Company entered into an
agreement,  with  an  unrelated  third  party,  to  sell  100,000  shares of the
NanoPierce  common  stock held by the Company along with warrants to purchase up
to 300,000 restricted shares of NanoPierce common stock held by the Company.  In
exchange  for  the  NanoPierce  common  stock and warrants, the Company received
$50,000  cash.  The  warrants  have  an  exercise price of $0.50 per share.  The
closing bid price of the NanoPierce common stock was $0.69 per share at the date
of  grant.  The  first  warrant  of  150,000  shares has a term of 2 years.  The
second warrant of 150,000 shares has a term of 5 years.

     Both  warrants  provide  for  cashless  exercise  of  the  warrants and are
exercisable immediately.  The warrants were valued at $32,000 at the date of the
issuance.

     The  warrants  are  considered  derivative  financial  instruments  and are
therefore recorded in the balance sheet at fair value. Changes in the fair value
of  the  warrants  (unrealized  gains  and  losses)  are recognized currently in
earnings  (loss)  of  the  Company.  At  June  30,  2003,  the fair value of the
derivatives  was  estimated  to  be  $33,000.

     In  May  2003,  and  officer/shareholder  of the Company forgave $75,000 of
accrued  salary,  which  has  been  accounted  for a capital transaction and has
resulted  in  an  increase  in  additional  paid  in  capital.

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


                                       16
<PAGE>
PLAN  OF  OPERATIONS

     Over  the  past  two years, the Company has restructured itself in order to
enhance  its  prospects  for  financing  and  future  business  operations  and
acquisitions.

     During  the  nine  months  ended  June  30, 2003, the Company completed the
following  significant  transactions:

     -    The Company sold 155,390 shares of NanoPierce common stock held by the
          Company in exchange for an  unsecured  promissory note of $20,000. The
          promissory note bears interest at 6% per annum and is due in May 2004.

     -    The  Company  sold  to  an unrelated third party 100,000 shares of the
          NanoPierce  common  stock  held by the Company, along with warrants to
          purchase  up  to 300,000 shares of the NanoPierce common stock held by
          the  Company for $50,000. The warrants have an exercise price of $0.50
          per  share  and  include  provisions  for  a  cashless  exercise.

     -    The  Company  sold  an  additional 200,842 shares of NanoPierce common
          stock  held  by  the  Company  for  an  additional  $61,000.

     -    The  Company  received  74,870  common  shares of NanoPierce valued at
          $43,000  ($0.58  per  share;  the  closing bid price of the NanoPierce
          common  stock  on  the  date  of  the exchange) in satisfaction of the
          $39,000 promissory note and related accrued interest of $4,000 owed by
          an  officer  of  the  Company.

     -    The  Company  received  15,000  common  shares of NanoPierce valued at
          $8,000  ($0.50  per  share;  the  closing  bid price of the NanoPierce
          common stock on the date of the exchange) from a director to whom such
          shares  were  issued  to  for  services  as a director to the Company,
          during  the  2002  fiscal  year.

     As of June 30, 2003, the Company owns approximately 9.8% of the outstanding
common  stock  of  NanoPierce.  The  Company's  President/CEO  is  also  the
President/CEO  of NanoPierce and is also a Director on both Companies' boards of
directors.  The  Company  accounts  for  its  investment in NanoPierce under the
equity method of accounting due to the Company's ability to exercise significant
influence  over  operating  and  financial policies of NanoPierce. NanoPierce is
engaged  in  the  design,  development  and  licensing  of  products  using  its
intellectual property, the PI Technology. The PI Technology consists of patents,
pending  patent applications, patent applications in preparation, trade secrets,
trade  names,  and  trade  marks.  The  PI  Technology  is  designed  to improve
electrical,  thermal  and  mechanical  characteristics  of  electronic products.


                                       17
<PAGE>
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  June  30, 2003.  Due to continued
operating  losses  and  in  order  to  comply  with  German  legal requirements,
NanoPierce  Card  Technologies,  Gmbh (NCT), a wholly-owned German subsidiary of
NanoPierce  was  placed  in  receivership  on  April  1,  2003.

     To  the  extent  the  Company's  operations  are not sufficient to fund the
Company's  capital  requirements,  the  Company  may enter into a revolving loan
agreement with financial institutions, attempt to raise capital through the sale
of  additional capital stock, or through the issuance of debt, or sell shares of
NanoPierce common stock held as an investment by the Company.  At June 30, 2003,
the  Company  owned 6,351,764 common shares of NanoPierce with a market value of
$2,033,000,  based  upon a closing bid price of $0.32 per share.  The Company is
subject to various restrictions on the sale and/or exchange of NanoPierce shares
owned by the Company, which limits the marketability of this investment.  At the
present  time  the  Company  does  not  have a revolving loan agreement with any
financial  institution nor can the Company provide any assurance that it will be
able  to  enter  into any such agreement in the future or be able to raise funds
through  the  further  issuance  of  debt or equity in the Company.  The Company
continues  to  evaluate  additional  merger  and  acquisition  opportunities.

Recently  Issued  Accounting  Standards

In  May  2003,  the  Financial  Accounting  Standards  Board issued Statement of
Financial  Accounting  Standards  No.  150,  Accounting  for  Certain  Financial
Instruments  with  Characteristics  of Both Liabilities and Equity. SFAS No. 150
establishes  new  standards  on  how  an  issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity. Under
previous  guidance,  issuers  could  account  for  many  of those instruments as
equity.  SFAS  No.  150  requires  that  those  instruments  be  classified  as
liabilities  in  statements of financial position. SFAS No. 150 is effective for
all  financial  instruments  entered  into  or  modified after May 31, 2003, and
otherwise  is  effective  at the beginning of the first interim period beginning
after June 15, 2003. The Company believes that the adoption of SFAS No. 150 will
not  have a material impact on its results of operations or financial condition.


                                       18
<PAGE>
In  December 2002, the Financial Accounting Standards Board issued SFAS No. 148,
Accounting  for  Stock-Based  Compensation  Transition  and  Disclosure.  This
statement  amends  SFAS  No.  123,  Accounting for Stock-Based Compensation, and
establishes  two  alternative  methods  of  transition  from the intrinsic value
method  to  the  fair  value  method  of  accounting  for  stock-based  employee
compensation.  In addition, SFAS No. 148 requires prominent disclosure about the
effects  on reported net income (loss) and requires disclosure for these effects
in  interim financial information. The provisions for the alternative transition
methods  are  effective for fiscal years ending after December 15, 2002, and the
amended  disclosure  requirements  are  effective  for interim periods beginning
after  December  15,  2002.  The  Company  plans  to  continue  accounting  for
stock-based  compensation  under  Accounting  Principles  Board  Opinion No. 25,
Accounting  for  Stock  Issued  to  Employees  (APB  25).


                                       19
<PAGE>
                           PART II - OTHER INFORMATION

ITEM  1.  LEGAL  PROCEEDINGS

     The  Company,  NanoPierce  Technologies,  Inc.  ("NanoPierce")  and  Louis
DiFrancesco,  the  inventor  of  the  PI  Technology were involved in litigation
relating to the NanoPierce ownership of its intellectual property and the rights
as  to who should receive royalty payments from licenses, which were outstanding
as  of  September  3,  1996.  On  October  8,  2002, NanoPierce, the Company and
DiFrancesco  signed  a  settlement agreement to be enforced by Court Order.  The
Court  Order,  among  other  things,  declares  that NanoPierce owns the entire,
exclusive,  incontestable  ownership,  right, title and interest in the patents.
The  Court  Order further declares Mr. DiFrancesco owns the sole, exclusive, and
incontestable right, to receive and collect all royalties and other payment from
all licenses outstanding on September 3, 1996.  In addition, Mr. DiFrancesco was
also  granted a limited two year, non-transferable, with no right to sublicense,
royalty-bearing license.  The Court order could not be appealed and has not been
appealed.  Management  of  the  Company  believes  that  there  are no financial
implications  to  the  Company  as  a  result  of  such  settlement  agreement.


ITEM  2.  CHANGES  IN  SECURITIES

     The Company made no unregistered sales of its securities from April 1, 2003
to  June  30,  2003.

ITEM  4.  CONTROLS  AND  PROCEDURES

     A  review  and  evaluation  was  performed  by  the  Company's  management,
including  the  Company's  Chief  Executive  Officer (the "CEO")/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/CFO  has  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.


                                       20
<PAGE>
ITEM  6.       EXHIBITS  AND  REPORTS  ON  FORM  8-K

      (a)   EXHIBITS:

            Exhibit 11 Computation  of  Net  Loss  Per  Share

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

            Exhibit 32 Section 1350 Certification Pursuant to Section 906 of the
            Sarbanes-Oxley  Act  of  2002

      (b)   REPORTS ON FORM 8-K:

            None.


                                       21
<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:   August 18, 2003               /s/ Paul  H.  Metzinger
                                      ------------------------------------------
                                      Paul H. Metzinger, President & CEO,
                                            Chief Financial Officer



                                       22
<PAGE>