FORM 10-QSB

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

(Mark  One)

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

     For the quarterly period ended December 31, 2004

                                       OR

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

                         Commission file number 0-14306

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


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


                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

              (Address of principal executive offices )  (Zip Code)

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

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

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

Yes   X    No
     ---       ---

As  of  February  22, 2005 there were 23,836,323 shares of the registrant's sole
class  of  common  shares  outstanding.

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


<PAGE>
<TABLE>
<CAPTION>
PART I -                          FINANCIAL INFORMATION

Item 1.    Unaudited Financial Statements                                        Page
                                                                                 ----
<S>        <C>                                                                   <C>
           Report of Independent Registered Public Accounting Firm                F-1

           Condensed Consolidated Balance Sheet - December 31, 2004               F-2

           Condensed Consolidated Statements of Operations  and
             Comprehensive Loss- Three months ended
             December 31, 2004 and 2003                                           F-3

           Condensed Consolidated Statement of Changes in Stockholders'
             Deficit -Three months ended December 31, 2004                        F-4

           Condensed Consolidated Statements of Cash Flows -
             Three months ended December 31, 2004 and 2003                        F-5

           Notes to Condensed Consolidated Financial Statements                   F-7

Item 2.    Management's Discussion and Analysis                                     1

Item 3.    Controls and Procedures                                                  3

PART II -  OTHER INFORMATION

Item 1.    Legal Proceedings - Not Applicable

Item 2.    Unregistered Sales of Equity Securities and Use of Proceeds              3

Item 3.    Defaults Upon Senior Securities - Not Applicable

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

Item 5.    Other Information - Not Applicable

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

           SIGNATURES                                                               5
</TABLE>


<PAGE>
             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
             -------------------------------------------------------


Board of Directors
Intercell International Corporation

We  have  reviewed  the  accompanying  condensed  consolidated  balance sheet of
Intercell  International Corporation and subsidiary as of December 31, 2004, the
related  condensed consolidated statements of operations and comprehensive loss,
and  cash  flows  for  the three-month periods ended December 31, 2004 and 2003,
and  the  condensed  consolidated  statement of changes in stockholders' deficit
for  the  three-month  period  ended  December 31, 2004. These interim condensed
consolidated  financial  statements  are  the  responsibility  of  the Company's
management.

We  conducted our reviews in accordance with the standards of the Public Company
Accounting  Oversight  Board  (United  States).  A  review  of interim financial
information  consists  principally  of applying analytical procedures and making
inquiries  of  persons  responsible for financial and accounting matters.  It is
substantially less in scope than an audit conducted in accordance with standards
of  the Public Company Accounting Oversight Board (United States), the objective
of  which  is  the  expression  of an opinion regarding the financial statements
taken  as  a  whole.  Accordingly,  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.


/s/ GHP HORWATH, P.C.

Denver, Colorado
February  18,  2005


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


                                Assets
                                ------
<S>                                                                  <C>
Current assets:
  Cash and cash equivalents                                          $     75,667
  Restricted cash(Note 5)                                                  35,000
  Assets of discontinued operations (Note 2)                               14,803
                                                                     -------------
    Total current assets                                                  125,470
                                                                     -------------

Property and equipment, net                                                 1,900
                                                                     -------------

Other assets:
  Investment securities available for sale (Note 3)                        53,528
                                                                     -------------

       Total assets                                                  $    180,898
                                                                     =============

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

Current liabilities:
  Accounts payable and accrued liabilities                           $     63,326
  Note payable, related party (Note 5)                                     35,000
  Liabilities of discontinued operations (Note 2)                         302,474
                                                                     -------------
    Total liabilities (all current)                                       400,800
                                                                     -------------

Commitments and contingencies (Notes 5 and 7)

Stockholders' deficit (Note 6):
  Convertible preferred stock; $0.001 par value;
    20,000,000 shares authorized; no shares issued and outstanding              -
  Common stock; $0.001 par value; 100,000,000 shares authorized;
    23,836,323 shares issued and outstanding                               23,836
  Additional paid-in capital                                           38,723,059
  Accumulated other comprehensive income                                   53,528
  Accumulated deficit                                                ( 39,020,325)
                                                                     -------------
      Total stockholders' deficit                                    (    219,902)
                                                                     -------------

        Total liabilities and stockholders' deficit                  $    180,898
                                                                     =============
<FN>
      See accompanying notes to condensed consolidated financial statements.
</TABLE>


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

                                                 Three Months Ended
                                                    December 31,
                                            -------------------------
                                                2004         2003
                                            ------------  -----------
<S>                                         <C>           <C>
General and administrative expense          $(   95,857)  (  109,991)
                                            ------------  -----------

Other income (loss):
  Gain on sale and exchange of
    affiliate stock (Note 3)                          -      259,195
  Unrealized gain on derivative
    instruments (Note 3)                            900        1,920
  Interest income                                    99        1,934
  Interest expense                          (       163)  (      260)
                                            ------------  -----------
                                                    836      262,789
                                            ------------  -----------

(Loss) income from continuing
  operations                                (    95,021)     152,798
                                            ------------  -----------

Discontinued operations; loss
  from operations of subsidiary
  (Note 2)                                  (    92,259)  (  262,966)
                                            ------------  -----------

Net loss                                    (   187,280)  (  110,168)
                                            ------------  -----------

Other comprehensive income;
  change in unrealized gain on
    securities available for sale (Note 3)       33,744       41,218
                                            ------------  -----------

Total comprehensive loss                    $(  153,536)  (   68,950)
                                            ============  ===========

Basic and diluted loss per share:
  (Loss) income from continuing
    operations                              $(     0.01)        0.01
  Loss from discontinued operations                   *   (     0.02)
                                            ------------  -----------

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

Weighted average number of common
   shares outstanding                        23,858,741   17,386,004
                                            ============  ===========
<FN>
*    Less than $(0.01) per share.

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


                                      F-3
<PAGE>
<TABLE>
<CAPTION>
                               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                      Condensed Consolidated Statements of Changes in Stockholders' Deficit
                                      Three Months Ended December 31, 2004
                                                   (Unaudited)

                                                                       Accumulated
                                       Common Stock      Additional       Other                           Total
                                 ----------------------    Paid-In    Comprehensive    Accumulated    Stockholders'
                                   Shares      Amount      Capital        Income         Deficit         Deficit
                                 -----------  ---------  -----------  --------------  -------------  ---------------
<S>                              <C>          <C>        <C>          <C>             <C>            <C>
Balances, October 1, 2004        23,930,073   $ 23,930   $38,700,045  $       19,784  $(38,833,045)  $(      89,286)

Common stock in exchange
  for marketing
  rights (Note 6)                (   93,750)   (    94)           94               -             -                -

Contribution of services
  by officers/stockholders
  (Note 6)                                -          -        22,920               -             -           22,920

Net loss                                  -          -             -               -   (   187,280)   (     187,280)

Other comprehensive
  income:
  Change in unrealized
   gain on securities
   available for sale (Note 3)            -          -             -          33,744             -           33,744
                                 -----------  ---------  -----------  --------------  -------------  ---------------
Balances,
  December 31, 2004              23,836,323   $ 23,836   $38,723,059  $       53,528  $( 39,020,325)  $(    219,902)
                                 ===========  =========  ===========  ==============  =============  ===============
<FN>
                     See accompanying notes to condensed consolidated financial statements.
</TABLE>


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

                                                                Three Months Ended
                                                                   December 31,
                                                           --------------------------
                                                               2004          2003
                                                           -------------  -----------
<S>                                                        <C>            <C>
Cash flows from operating activities:
 Net loss                                                  $(   187,280)  (  110,168)
 Adjustments to reconcile net loss to net cash
  used in continuing operations:
  Loss from discontinued operations                              92,259      262,966
  Amortization expense                                                -       34,274
  Depreciation expense                                              211            -
  Amortization of prepaid investor relation services                  -       23,829
  Contribution of services by officer/stockholder                22,920            -
  Unrealized gain on derivative instruments                 (       900)  (    1,920)
  Gain on sale and exchange of affiliate stock                        -   (  259,195)
  Changes in operating assets and liabilities:
   Increase (decrease) in accounts payable
    and accrued liabilities                                      13,696   (   19,234)
                                                           -------------  -----------
    Net cash used in operating activities from
     continuing operations                                  (    59,094)  (   69,448)
                                                           -------------  -----------

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and warrants to
   purchase affiliate stock                                           -      259,195
 Increase in notes receivable                                         -   (  100,000)
                                                           -------------  -----------
   Net cash provided by investing activities from
     continuing operations                                            -      159,195
                                                           -------------  -----------

Cash flows from financing activities:
 Proceeds from sale of common stock, options and warrants             -    1,169,446
 Increase in restricted cash                                (    35,000)           -
 Proceeds from note payable                                      35,000            -
 Payment on note payable                                              -      (18,139)
                                                           -------------  -----------
   Net cash provided by financing activities from
    continuing operations                                             -     1,151,307
                                                           -------------  -----------

Net cash used in discontinued operations                    (    29,171)  (  763,806)
                                                           -------------  -----------

Net (decrease) increase in cash and cash equivalents        (    88,265)     477,248

Cash and cash equivalents, beginning of period                  163,932        8,301
                                                           -------------  -----------

Cash and cash equivalents, end of period                   $     75,667      485,549
                                                           =============  ===========
<FN>
                                     (Continued)
</TABLE>


                                      F-5
<PAGE>
<TABLE>
<CAPTION>
                INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                  Condensed Consolidated Statements of Cash Flows
                                    (Unaudited)
                                    (Continued)

                                                               Three Months Ended
                                                                  December 31,
                                                             ---------------------
                                                                2004       2003
                                                             ----------  ---------
<S>                                                          <C>         <C>
Supplemental disclosure of non-cash investing and
  financing activities:
Common stock returned in exchange for marketing rights       $       94          -
Warrant issued in partial satisfaction of note payable                -     11,661
Note receivable satisfied in connection with extinguishment
  of note payable                                                     -     20,200
Increase in investment securities available for sale and
  related unrealized gain                                        33,744     41,218
<FN>
      See accompanying notes to condensed consolidated financial statements.
</TABLE>


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


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

PRESENTATION  OF  INTERIM  INFORMATION

The  accompanying  condensed  consolidated  financial  statements  include  the
accounts  of  Intercell  International  Corporation,  a  Nevada corporation (the
Company or Intercell), and beginning in October 2003, a 60% controlling interest
in  Brunetti  DEC,  LLC,  ("Brunetti") a Colorado limited liability company.  On
January  30,  2004, the Company acquired the remaining 40% interest in Brunetti.
In  October  2004,  the  Company  discontinued  the  operations  of Brunetti and
implemented steps to liquidate the assets of Brunetti (Note 2).  All significant
intercompany  accounts  and  transactions have been eliminated in consolidation.

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

In  the  Company's  last  Annual Report on Form 10-KSB for the fiscal year ended
September  30,  2004, the Report of the Independent Registered Public Accounting
Firm  includes  an  explanatory paragraph that describes substantial doubt about
the  Company's  ability to continue as a going concern.  The Company's financial
statements  for the three months ended December 31, 2004 have been prepared on a
going  concern  basis,  which  contemplates  the  realization  of assets and the
settlement of liabilities and commitments in the normal course of business.  The
Company  reported a net loss of $187,280 for the three months ended December 31,
2004,  and  an  accumulated  deficit of $39,020,325 as of December 31, 2004.  In
October 2004, Brunetti ceased operations (Note 2), and the Company no longer has
any  ongoing  revenue-generating  activities.

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


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

MANAGEMENT'S  PLANS

To  address  its  current cash flow concerns, the Company is in discussions with
various  parties  attempting  to  raise  additional funds to support current and
future operations.  This includes attempting to raise additional working capital
through  the  sale  of additional capital stock or through the issuance of debt.
However, the Company cannot provide any assurance it will be able to raise funds
through  a  further  issuance  of  debt  or  equity  in  the  Company.

STOCK-BASED  COMPENSATION

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

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

<TABLE>
<CAPTION>
                                             2004          2003
                                         ------------  ------------
<S>                                      <C>           <C>
Net loss, as reported                    $(  187,280)  (   110,168)
Total stock-based employee compensation
expense determined under fair value
based method for all awards                        -   ( 1,100,000)
                                         ------------  ------------

Net loss, pro forma                      $(  187,280)  ( 1,210,168)
                                         ============  ============
Net loss per share, as reported          $(     0.01)  (      0.01)
Net loss per share, pro forma            $(     0.01)  (      0.09)
</TABLE>

The fair value of options granted during the three months ended December 31,
2003 was estimated on the date of grant using the Black-Scholes option-pricing
model with the following weighted-average assumptions:

<TABLE>
<CAPTION>
<S>                                   <C>
Expected dividend yield                       0%
Expected stock price volatility             127%
Risk-free interest rate                    1.28%
Expected life of options              6.5 years
</TABLE>

No options were granted during the three months ended December 31, 2004.


                                      F-8
<PAGE>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                  Three Months Ended December 31, 2004 and 2003
                                   (Unaudited)
LOSS  PER  SHARE

SFAS  No.  128,  Earnings  Per  Share,  requires  dual presentation of basic and
diluted  earnings  per  share  (EPS)  with a reconciliation of the numerator and
denominator  of  the  basic  EPS computation to the numerator and denominator of
the  diluted  EPS computation. Basic EPS excludes dilution. Diluted EPS reflects
the  potential  dilution  that  could  occur if securities or other contracts to
issue  common stock were exercised or converted into common stock or resulted in
the  issuance  of  common  stock that then shared in the earnings of the entity.
Income  (loss)  per  share  of  common  stock  is computed based on the weighted
average number of common shares outstanding during the period. Stock options and
warrants  are  not  considered  in the calculation of diluted loss per share, as
the  impact  of  the  potential common shares (12,396,350 shares at December 31,
2004  and  9,713,850  shares at December 31, 2003) would be to decrease loss per
share. Therefore, diluted loss per share is equivalent to basic loss per share.

RECENTLY  ISSUED  ACCOUNTING  STANDARDS

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

RECLASSIFICATIONS

Certain  amounts  previously  reported  in  the  December  31,  2003  condensed
consolidated  financial  statements have been reclassified to conform to current
year  presentation.

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

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

On  October  11,  2004,  the Company discontinued the operations of Brunetti and
implemented  steps  to  liquidate the assets of Brunetti. The Company intends to
utilize  the  proceeds  from the self-liquidation to settle outstanding debts to
the  extent possible. Brunetti anticipates filing for protection under Chapter 7
of the United States Bankruptcy Code in the near future.


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

At  December  31, 2004, the carrying values of Brunetti's assets and liabilities
(presented as assets and liabilities of discontinued operations) are as follows:

<TABLE>
<CAPTION>
<S>                       <C>
  Cash                    $ 14,803
                          --------
    Total assets
     (all current)        $ 14,803
                          ========

  Accounts payable        $161,724
  Related party payable     25,035
  Line of credit            10,578
  Accrued payroll          105,137
                          --------
    Total liabilities
      (all current)(1)    $302,474
                          ========
</TABLE>

     (1)  Liabilities  above  do not include payables to Intercell International
          Corporation  of  approximately  $384,358  at  December  31,  2004.

At  December  31,  2004,  the  liabilities  of  Brunetti  exceed its assets, and
proceeds  from  the  liquidation  of  Brunetti  assets  are  not  expected to be
sufficient  to  meet  all  obligations  of  Brunetti.

Revenues  attributable  to  Brunetti  operations  for  the  three  months  ended
December  31,  2004  and 2003, reported in discontinued operations, were $58,101
and  $112,877,  respectively.  Operations  related to Brunetti resulted in a net
loss  during  the three months ended December 31, 2004 of $92,259 and a net loss
of  $262,966  during  the three months ended December 31, 2003. Brunetti did not
incur any income taxes during these periods.

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

As  of December 31, 2004, the Company owns approximately 0.5% of the outstanding
common  stock of NanoPierce Technologies, Inc. ("NanoPierce").  On September 30,
2004,  the  President/CEO of NanoPierce was re-appointed as the CEO/President of
Intercell and to the board of directors of Intercell.  Through October 20, 2003,
the  Company  accounted for its investment in NanoPierce under the equity method
of  accounting  due  to  the Company's ability to exercise significant influence
over  the  operating  and  financial  policies  of  NanoPierce.


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

At  December  31,  2004,  the  Company  owns 464,870 shares of NanoPierce common
stock,  of  which  150,000  shares are subject to a warrant agreement, described
below.  Beginning  October  21,  2003, based on factors which indicated that the
Company no longer had the ability to exercise significant influence, the Company
changed  its  method  of  accounting for the NanoPierce shares (except for those
which  are  subject  to  underlying  warrants, which are carried at cost) to the
method  of  accounting  prescribed  by  SFAS  No.  115,  "Accounting for Certain
Investments  in  Debt  and  Equity  Securities".  The Company has classified its
investment in these NanoPierce shares as available for sale securities, in which
unrealized  gains  (losses)  are  computed  on  the  average cost basis, and are
recorded  in  other  comprehensive income (loss).  At December 31, 2004, 314,870
shares  of  NanoPierce  were  available  for sale and had a fair market value of
$53,528.  The  Company  reported an increase in the unrealized gain on available
for  sale securities of $33,744 during the three months ended December 31, 2004.
The  Company  did  not  sell  any available for sale securities during the three
months  ended  December  31,  2004.

In  December 2003, the Company sold to an unrelated third-party 5,911,894 shares
of  NanoPierce common stock held by the Company along with an option to purchase
2,000,000  shares  of  the  Company's  common  stock  for cash of $332,301.  The
closing  market price of the NanoPierce common stock on the date of the sale was
$0.25 per share.  The carrying value of the NanoPierce shares on the transaction
date  was  $0.  The sale price was allocated between the estimated fair value of
the  NanoPierce  shares ($272,494) and the option ($59,807), resulting in a gain
on  the  sale of NanoPierce stock of $259,195.  As a result of this transaction,
the  Company's  ownership  interest  in  NanoPierce's  outstanding  common stock
decreased  from approximately 9.65% at October 1, 2003, to approximately 0.7% at
December  31,  2003.

WARRANTS  TO  PURCHASE  NANOPIERCE  COMMON  STOCK

Prior  to  October  1  2003,  the  Company  sold  100,000  restricted  shares of
NanoPierce  common  stock  and  granted  two  warrants to purchase up to 300,000
shares  of  NanoPierce  common  stock  held by the Company, to a third party for
$50,000  cash.  Each  warrant grants the third party the right to purchase up to
150,000  shares  of  NanoPierce common stock held by the Company, at an exercise
price of $0.50 per share.  The warrants are exercisable immediately; one warrant
expired  in October 2004, and one warrant expires in October 2007.  The warrants
contain  cashless  exercise provisions at the option of the holder.  At the date
of  the  transaction,  the  warrants  were valued at $32,000. These warrants are
considered  derivative  financial  instruments and are therefore recorded in the
balance  sheet  at  fair  value.

Changes  in  the  fair value of these warrants (unrealized gains and losses) are
recognized  currently  in earnings (loss) of the Company.  At December 31, 2004,
the  remaining  warrant  had  not  been  exercised  and  the  fair  value of the
derivative  was estimated to be $150, which is presented in accounts payable and
accrued  liabilities.  An  unrealized  gain  of  $900  and $1,920 was recognized
during  the  three  months  ended  December  31,  2004  and  2003, respectively.


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

4  NOTES  RECEIVABLE:
---------------------

In  October  2003,  the Company loaned $100,000 to NanoPierce in return for a 7%
promissory  note.  In  January  2004,  the  promissory  note was paid in full by
NanoPierce.

The  Company  also  had  a $20,200 unsecured, 7% note receivable due from a firm
that  assists  the  Company  from  time  to  time with its financing efforts. An
officer  of  the  firm  is  related to a member of the Board of Directors of the
Company.  In  October  2003,  this  note  was  satisfied  in connection with the
extinguishment  of  a  note  payable  (Note  5).

5  NOTES  PAYABLE  AND  CREDIT  FACILITIES:
-------------------------------------------

NOTES PAYABLE, RELATED PARTIES

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

In  September  2003,  a  shareholder loaned the Company $50,000 in return for an
unsecured 7% promissory note. In October 2003, the Company paid the note.

LETTER OF CREDIT

In  December 2004, the Company obtained a $35,000 letter of credit in connection
with  completing certain obligations under a pre-existing Brunetti contract. The
letter  of  credit  expires in December 2005, and is collateralized by a 6-month
certificate  of  deposit.  As  of  December  31,  2004,  there is no outstanding
balance on the letter of credit.

LINE  OF  CREDIT

At  December 31, 2004, Brunetti has a $50,000 line of credit that bears interest
monthly  at prime plus 2%, and that is collateralized by accounts receivable and
equipment.  The  amount  due  under  this line of credit at December 31, 2004 is
$10,578.  The  amount  is  currently  in  default.


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

6  STOCKHOLDERS'  DEFICIT:
--------------------------

COMMON  STOCK

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

In  October  2003, the Company issued 10,750,000 shares of its restricted common
stock  and  warrants  exercisable into 3,225,000 shares of its restricted common
stock for cash of $1,075,000.  The 10,750,000 shares of common stock were issued
at a price of $0.10 per share.  The warrants have an exercise price of $0.10 per
share,  a  term  of  5  years  and  provide  for  cashless  exercise.

In October 2003, the Company also issued 200,000 shares of its restricted common
stock  for  cash of $2,000.  The 200,000 shares of common stock were issued at a
price  of  $0.01  per  share.

CAPITAL  TRANSACTIONS

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

STOCK  OPTIONS

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

WARRANTS

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

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


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

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

7.COMMITMENTS  AND  CONTINGENCIES:
----------------------------------

Litigation

Certain  former  employees  of  Brunetti  have filed claims for unpaid wages and
other  expenses  against  the  Company and Brunetti in the Small Claims Court of
Denver  County, Colorado. Management believes the Company has adequately accrued
for  these  claims  at  December 31, 2004. In addition, a claim of approximately
$230,000  has  been  made against Brunetti, which management believes is without
merit and the Company intends to vigorously contest such claims.

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


                                      F-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.

     The  Report  of  Independent  Registered  Public  Accounting  Firm  on  the
Company's  condensed consolidated financial statements as of September 30, 2004,
and  for  each of the years in the two-year period then ended, includes a "going
concern"  explanatory  paragraph,  that  describes  substantial  doubt about the
Company's  ability  to continue as a going concern. Management's plans in regard
to  the factors prompting the explanatory paragraph are discussed below and also
in Note 1 to the quarterly Financial Statements.

MANAGEMENT'S  PLANS

     The  Company  reported  a  net  loss of $187,280 for the three months ended
December  31, 2004, and an accumulated deficit of $39,020,325 as of December 31,
2004.

     To  address  its  current cash flow concerns, the Company is in discussions
with  investment  bankers  and  financial  institutions  attempting  to  raise
additional  funds  to  support  current  and  future  operations.  This includes
attempting  to  raise  additional working capital through the sale of additional
capital  stock  or  through  the  issuance  of debt. However, the Company cannot
provide  any assurance it will be able to raise funds through a further issuance
of  debt  or  equity  in  the  Company.

RESULTS  OF  OPERATIONS

     On  October  20,  2003,  the  Company  acquired  a  controlling  60% equity
interest  in  Brunetti  for a $700,000 cash contribution to Brunetti. On January
30,  2004,  the  Company  acquired the remaining 40% equity interest in Brunetti
for  a  $300,000 cash contribution to Brunetti. On October 11, 2004, the Company
ceased  the  operations  of  Brunetti.  Brunetti  plans on filing for protection
under  Chapter  7  of  the  United  States  Bankruptcy  Code in the near future.
Brunetti  is  a Denver, Colorado-based company that provided consulting, design,
engineering  and  construction  services  designed  to enable and enhance voice,
data  and  video  communications  through  fiber  and wireless systems. Brunetti
provided  services  primarily  to  state, municipal and local governments in the
United States.

     Loss  from  continuing  operations  for the three months ended December 31,
2004  was  $95,021  compared  to  income  of $152,798 for the three months ended
December  31, 2003. The decrease of $247,819 for the three months ended December
31,  2004  is explained by the non-recurrence of a $259,195 gain on the sale and
exchange  of  affiliate  stock  in  2003  and  the  decrease  in  general  and
administrative expenses as explained below.


                                        1
<PAGE>
     General  and administrative expenses during the three months ended December
31, 2004 were $95,857, compared to $109,991 for the three months ended December
31,  2003.  The decrease of $14,134 is primarily attributable to the decrease in
amortization  expense  offset  by  an  increase  in  accounting  fees.

     During  the  three months ended December 31, 2004, the Company recognized a
net  loss of $187,280 compared to a net loss of $110,168 during the three months
ended  December  31,  2003.  The  increase  of  $77,112  is  explained  by  the
non-recurrence  of  a  $259,195 gain on the sale and exchange of affiliate stock
in  2003,  offset  by  an  approximate  $171,000  decrease  in  the  loss  from
discontinued operations between 2003 and 2004.

LIQUIDITY  AND  CAPITAL  RESOURCES

     During  the  three months ended December 31, 2004, the Company used $59,094
in  operating  activities  from  continuing  operations,  the  Company  received
$35,000  from  a  promissory  note  which was used to secure a $35,000 Letter of
Credit.  The  Company  had  $75,667 of cash and cash equivalents at December 31,
2004,  which  is being used to support operations. During the three months ended
December 31, 2004, $29,171 was used in discontinued operations.

     Prior  to September 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 first warrant of
150,000  shares  expired  in October 2004.  The second warrant of 150,000 shares
has  a  term  of  5  years.

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

     The  warrants  are  considered  derivative  financial  instruments  and are
therefore  recorded  in  the  balance  sheet at fair value.  Changes in the fair
value  of the warrants (unrealized gains and losses) are recognized currently in
earnings  (loss)  of  the  Company.  At December 31, 2004, the fair value of the
derivative  was  estimated  to  be  $150.

     As  of  December  31,  2004,  the  Company  owns  approximately 0.5% of the
outstanding  common  stock  of NanoPierce Technologies, Inc. ("NanoPierce").  At
December  31,  2004, the Company owns 464,870 shares of NanoPierce common stock,
of  which  150,000  shares  are  subject to warrant agreements, described below.
Beginning October 21, 2003, based on factors which indicated that the Company no
longer  has  the  ability to exercise significant influence, the Company changed
its  method  of  accounting  for the NanoPierce shares not subject to underlying
warrants to the method of accounting prescribed by SFAS No. 115, "Instruments in
Debt  and  Equity  Securities".  The  Company  has  classified its investment in
NanoPierce  as  available for sale securities in which unrealized gains (losses)
are  recorded  to  shareholders'  equity.


                                        2
<PAGE>
     To  the  extent  the  Company's  operations  are not sufficient to fund the
Company's  capital  requirements,  the  Company  may  attempt  to  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 December 31, 2004, the Company owns 314,870 shares of NanoPierce common stock
that are tradeable, and based upon the closing bid price of $0.17 per share, the
market  value of the NanoPierce common shares at December 31, 2004, was $53,528.
The  Company  cannot  provide  any assurance that it will be able to raise funds
through  issuances  of  debt  or equity in the future.  The Company continues to
evaluate  additional  merger  and  acquisition  opportunities.

ITEM  3.  CONTROLS  AND  PROCEDURES

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

                           PART II - OTHER INFORMATION

ITEM  2.  CHANGES  IN  SECURITIES

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

     (a)  The  Company  canceled  93,750  shares of its restricted common stock.


                                        3
<PAGE>
ITEM  6.  EXHIBITS  AND  REPORTS  ON  FORM  8-K

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

          Exhibit  11   Computation  of  Net  Loss  Per  Share

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

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

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

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

     (b)  REPORTS  ON  FORM  8-K.  The  Registrant  filed no reports on Form 8-K
          during  the  quarter  ended  December  31,  2004.


                                        4
<PAGE>
                                   SIGNATURES

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

                                        INTERCELL INTERNATIONAL
                                             CORPORATION
                                        (REGISTRANT)

Date:  February  22,  2005              /s/  Paul  H.  Metzinger
                                        ----------------------------------------
                                        Paul  H.  Metiznger,
                                                Chief  Executive  Officer


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


                                        5
<PAGE>