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 June 30, 2005

                                       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 August 12,  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>
         Report of Independent Registered Public Accounting Firm                            F-1

         Condensed Consolidated Balance Sheet -June 30, 2005                                F-2

         Condensed Consolidated Statements of Operations  and
                  Comprehensive Loss- Three and Nine months ended
                  June 30, 2005 and 2004                                                    F-3

         Condensed Consolidated Statement of Changes in Stockholders'
                  Deficit - Nine months ended June 30, 2005                                 F-4

         Condensed Consolidated Statements of Cash Flows -
                  Three and Nine months ended June 30, 2005 and 2004                        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                                                                   3

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

Item 3.  Defaults Upon Senior Securities - Not Applicable

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

Item 5.  Other Information - Not Applicable

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

         SIGNATURES                                                                          5
</TABLE>




<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Intercell International Corporation

I have  reviewed  the  accompanying  condensed  consolidated  balance  sheet  of
Intercell  International  Corporation  and  subsidiary as of June 30, 2005,  the
related condensed  consolidated  statements of operations and comprehensive loss
for the  three-month  and  nine-month  periods ended June 30, 2005 and 2004, the
condensed consolidated statements of cash flows for the nine-month periods ended
June 30, 2005 and 2004, and the condensed  consolidated  statement of changes in
stockholders'  deficit for the  nine-month  period  ended June 30,  2005.  These
interim condensed  consolidated  financial  statements are the responsibility of
the Company's management.

I conducted my reviews in accordance  with the  standards of the Public  Company
Accounting  Oversight  Board  (United  States).  A review of  interim  financial
information  consists  principally of applying analytical  procedures and making
inquiries of persons  responsible  for financial and accounting  matters.  It is
substantially less in scope than an audit conducted in accordance with standards
of the Public Company Accounting  Oversight Board (United States), the objective
of which is the  expression of an opinion  regarding  the  financial  statements
taken as a whole. Accordingly, I do not express such an opinion.

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




/s/ Larry O'Donnell, CPA, PC

Aurora, Colorado
August 10, 2005

                                       F-1




<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
                      Condensed Consolidated Balance Sheet
                                  June 30, 2005
                                   (Unaudited)


                                     Assets
<S>                                                                            <C>

Current assets:
  Cash and cash equivalents                                                    $    35,615
  Restricted cash(Note 6)                                                           35,000
  Assets of discontinued operations (Note 3)                                         9,377
                                                                                ----------
    Total current assets                                                            79,992
                                                                                ----------

Property and equipment, net                                                          1,478
                                                                                ----------

Other assets:
  Investment securities available for sale (Note 4)                                 31,487
                                                                                ----------

       Total assets                                                            $   112,957
                                                                                ==========

                      Liabilities and Stockholders' Deficit

Liabilities not subject to compromise Current liabilities:
    Accounts payable and accrued liabilities                                   $    23,720
                                                                                ----------
      Total current liabilities                                                     23,720
                                                                                ----------

  Liabilities subject to compromise (Note 2)
    Accounts payable                                                                63,417
    Accrued liabilities                                                                611
    Note payable                                                                    35,000
    Liabilities of discontinued operations (Note 3)                                308,683
                                                                                ----------
      Total liabilities subject to compromise                                      407,711
                                                                                ----------

      Total liabilities                                                            431,431
                                                                                ----------

Commitments and contingencies (Notes 6 and 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;
    23,836,323 shares issued and outstanding                                        23,836
  Additional paid-in capital                                                    38,740,834
  Accumulated other comprehensive income                                            31,487
  Accumulated deficit                                                          (39,114,631)
                                                                                ----------
      Total stockholders' deficit                                              (   318,474)
                                                                                ----------

        Total liabilities and stockholders' deficit                            $   112,957
                                                                                ==========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

                                     F-2


<PAGE>

<TABLE>
<CAPTION>


                       INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                                     (Debtor-In-Possession)
             Condensed Consolidated Statements of Operations and Comprehensive Loss
                                           (Unaudited)

                                                              Three Months Ended                         Nine Months Ended
                                                                   June 30,                                  June 30,
                                                                   --------                                  --------
                                                          2005                 2004                  2005                 2004
                                                          ----                 ----                  ----                 ----
<S>                                                <C>                   <C>                  <C>                   <C>
General and administrative expense                 $(   34,064)          (  139,618)          (  178,042)           ( 379,790)
                                                     ---------            ---------            ---------             --------

Other income (loss):
  Gain on sale and exchange of
  Unrealized gain on derivative
  Interest income                                           27                  400                  164                3,514
  Interest expense                                           -                    -           (      718)           (     260)
                                                     ---------            ---------            ---------             --------
                                                            27               38,200                  496              293,320
                                                     ---------            ---------            ---------             --------

Loss from continuing operations                     (   34,037)          (  101,418)          (  177,546)           (  86,470)
                                                     ---------            ---------            ---------             --------

Discontinued operations; income

Net loss                                            (   33,837)          (   98,267)          (  281,586)           ( 600,168)
                                                     ---------            ---------            ---------             --------

Other comprehensive (loss) income;
  change in unrealized (loss) gain on

Total comprehensive loss                           $(   33,837)          (  129,592)          (  269,883)           ( 575,438)
                                                     =========            =========            =========             ========

Basic and diluted loss per share:
  Loss from continuing operations                  $         *                    *           (     0.01)                   *
  Loss from discontinued operations                          *                    *                    *            (    0.03)
                                                     ---------            ---------            ---------             --------

Net loss per share, basic and diluted              $         *                    *           (     0.01)           (    0.03)
                                                     =========            =========            =========             ========

Weighted average number of common


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

         See accompanying notes to condensed consolidated financial statements.


                                       F-3


<PAGE>

<TABLE>
<CAPTION>

                               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                                             (Debtor-In-Possession)
                      Condensed Consolidated Statements of Changes in Stockholders' Deficit
                                         Nine Months Ended June 30, 2005
                                                   (Unaudited)



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

Common stock in exchange
  for marketing
  rights (Note 7)                   (93,750)            (94)               94              -                  -               -

Contribution of services
  by officers/stockholders
  (Note 7)                                -               -            40,605              -                  -          40,695

Net loss                                  -               -                -               -        (   281,586)     (  281,586)

Other comprehensive
  income:
  Change in unrealized
    gain on securities
    available for sale
    (Note 4)                               -              -                -          11,703                  -          11,703
                                 ------------     ----------     -------------  -------------      -------------    ------------
Balances,
  June 30, 2005                   23,836,323       $ 23,836       $38,740,834    $    31,487       $(39,114,631)    $(  318,474)
                                 ============     ==========     =============  =============      =============    ============

                          See accompanying notes to condensed consolidated financial statements.

                                                       F-4
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
                 Condensed Consolidated Statements of Cash Flows
                                   (Unaudited)

                                                                                   Nine Months Ended
                                                                                        June 30,
                                                                               2005                  2004
                                                                               ----                  ----
<S>                                                                    <C>                     <C>
Cash flows from operating activities:
 Net loss                                                              $ (  281,586)           (  600,168)
 Adjustments to reconcile net loss to net cash
  used in continuing operations:
  Loss from discontinued operations                                         104,040               513,698
  Amortization expense                                                            -               141,445
  Depreciation expense                                                          634                   528
  Amortization of prepaid investor relation services                              -                70,969
  Contribution of services by officer/stockholder                            40,695                     -
  Unrealized gain on derivative instruments                              (    1,050)           (   30,871)
  Gain on sale and exchange of affiliate stock                                    -            (  259,195)
  Changes in operating assets and liabilities:

   Increase (decrease) in accounts payable
    Net cash used in operating activities from

Cash flows from investing activities:
 Proceeds from sale of affiliate stock and warrants to
 Payment of note receivable                                                       -               135,000
 Increase in notes receivable                                                     -            (  100,000)
 Purchase of equipment                                                            -            (    2,814)
                                                                          ---------             ---------
   Net cash provided by investing activities from

Cash flows from financing activities:
 Proceeds from sale of common stock, options and warrants                         -             1,369,950
 Increase in restricted cash                                             (   35,000)                    -
 Proceeds from note payable                                                  35,000                     -
 Payment on note payable                                                          -            (   16,610)
                                                                         ----------             ---------
   Net cash provided by financing activities from

Net cash used in discontinued operations                                (    29,170)           (1,281,794)
                                                                         ----------             ---------

Net (decrease) increase in cash and cash equivalents                    (   127,972)              198,940

Cash and cash equivalents, beginning of period                              163,587                 8,301
                                                                         ----------            ----------

Cash and cash equivalents, end of period                               $     35,615               207,241
                                                                         ==========            ==========
</TABLE>

                                   (Continued)




                                       F-5

<PAGE>

<TABLE>
<CAPTION>

                               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                                             (Debtor-In-Possession)
                                 Condensed Consolidated Statements of Cash Flows
                                                   (Unaudited)
                                                   (Continued)



                                                                                  Six Months Ended
                                                                                     March 31,
                                                                             2005                  2004
                                                                             ----                  ----
<S>                                                                   <C>                       <C>
Supplemental disclosure of non-cash investing and
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
Common stock issued for purchase of assets                                      -               30,000
Increase in investment securities available for sale and


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

















                                                       F-6



<PAGE>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (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.  On March 1,  2005,
Brunetti filed a voluntary  petition for relief in the United States  Bankruptcy
Court,  District of Colorado  under Chapter 7 of Title 7 of the U.S.  Bankruptcy
Code (Note 2). All significant  intercompany accounts and transactions have been
eliminated in consolidation.

On March 16, 2005,  the Company  (the  Debtors)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S.  Bankruptcy  Code.  Under Chapter 11,  certain claims
against the Debtor in existence  prior to the filing of the petitions for relief
under the U.S.  Bankruptcy Code are stayed while the Debtor  continues  business
operations  as  Debtor-in-possession.  The claims are  reflected in the June 30,
2005  Condensed   Consolidated   Balance  Sheet  as   "liabilities   subject  to
compromise." Additional claims may arise subsequent to the filing date resulting
from  rejection  of  executory   contracts,   including  leases,  and  from  the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.  Claims secured against the
Debtor's  assets are stayed,  although the holders of such claims have the right
to move the court for relief from the stay (Note 2).

In the opinion of the  management  of the Company,  the  accompanying  unaudited
condensed  consolidated  financial statements include all material  adjustments,
including all normal and recurring adjustments,  considered necessary to present
fairly the  financial  position  and  operating  results of the  Company for the
periods presented. The 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.







                                       F-7

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

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 nine months ended June 30, 2005 have been prepared on a going
concern basis,  which  contemplates the realization of assets and the settlement
of liabilities  and  commitments  in the normal course of business.  The Company
reported a net loss of $281,586 for the nine months ended June 30, 2005,  and an
accumulated deficit of $39,114,631 as of June 30, 2005.

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

MANAGEMENT'S PLANS

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

STOCK-BASED COMPENSATION

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















                                       F-8

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

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 nine months ended June 30, 2005 and 2004, respectively, would have
changed to the pro forma amounts indicated below:

<TABLE>
<CAPTION>

                                                                        2005                  2004
                                                                        ----                  ----
<S>                                                             <C>                    <C>
Net loss, as reported                                           $(  281,586)           (   600,168)
Total stock-based employee compensation expense determined

Net loss, pro forma                                             $(  281,586)           ( 2,267,168)
                                                                  =========             ==========
Net loss per share, as reported                                 $(     0.01)           (      0.03)
Net loss per share, pro forma                                   $(     0.01)           (      0.11)
</TABLE>

The fair value of options granted during the nine months ended June 30, 2004 was
estimated on the date of grant using the Black-Scholes option-pricing model with
the following weighted-average assumptions:

Expected dividend yield                                               0%
Expected stock price volatility                                 93%-127%
Risk-free interest rate                                    1.28% - 3.73%
Expected life of options                                       6.5 years

No options were granted during the nine months ended June 30, 2005.

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 June 30, 2005 and
12,663,850  shares  at June 30,  2004)  would  be to  decrease  loss per  share.
Therefore, diluted loss per share is equivalent to basic loss per share.







                                       F-9

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

RECENTLY ISSUED ACCOUNTING STANDARDS

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

RECLASSIFICATIONS

Certain amounts previously reported in the June 30, 2004 condensed  consolidated
financial   statements  have  been  reclassified  to  conform  to  current  year
presentation.

2 VOLUNTARY REORGANIZATION UNDER CHAPTER 11
-------------------------------------------

On March 16, 2005,  the Company  (the  Debtors)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S.  Bankruptcy  Code.  On March 1, 2005,  the  Company's
wholly-owned  subsidiary,  Brunetti filed a voluntary petition for relief in the
United States Bankruptcy Court,  District of Colorado under Chapter 7 of Title 7
of the U.S.  Bankruptcy Code (Note 3). As consequence of the bankruptcy  filing,
litigation against the Debtors was stayed.

Management,  at this time, is developing a plan of  reorganization  to submit to
the Court.

LIABILITIES SUBJECT TO COMPROMISE

Liabilities  subject  to  compromise  reflected  in the  condensed  consolidated
balance sheets  represent the  liabilities  of the Debtor  incurred prior to the
Petition Date. Liabilities subject to compromise consisted of the following:

                                                                 June 30, 2005
                                                                 -------------

Pre-petition accounts payable                                    $     63,417
Accrued interest                                                          611
Short-term debt                                                        35,000
Liabilities of discontinued operations                                308,683
                                                                 ------------
Total liabilities subject to compromise                          $    407,711
                                                                 ------------


                                      F-10

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

3 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.  On March 1,  2005,
Brunetti filed a voluntary  petition for relief in the United States  Bankruptcy
Court,  District of Colorado  under Chapter 7 of Title 7 of the U.S.  Bankruptcy
Code.

At June 30,  2005,  the carrying  values of  Brunetti's  assets and  liabilities
(presented as assets and liabilities of discontinued operations) are as follows:

  Cash                                          $     9,377
                                                -----------
    Total assets

  Accounts payable                              $   179,473
  Related party payable                              25,035
  Line of credit                                     10,735
  Accrued payroll                                    93,440
                                                -----------
    Total liabilities

                        (1)    Liabilities  above  do not  include  payables  to
                               Intercell     International     Corporation    of
                               approximately $384,358 at June 30, 2005.

Revenues  attributable to Brunetti operations for the nine months ended June 30,
2005 and 2004, reported in discontinued  operations,  were $11,746 and $334,303,
respectively ($0 and $233,659 for the three months ended June 30, 2005 and 2004,
respectively).  Operations related to Brunetti resulted in a net loss during the
nine months ended June 30, 2005 and 2004 of $104,040 and $568,200,  respectively
($0 and  $63,909  during  the  three  months  ended  June  30,  2005  and  2004,
respectively). Brunetti did not incur any income taxes during these periods.

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

As of June 30, 2005,  the Company  owns  approximately  0.5% of the  outstanding
common stock of NanoPierce Technologies,  Inc.  ("NanoPierce").  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-11

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

At June 30, 2005, 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 June 30, 2005, 314,870 shares of NanoPierce were
available for sale and had a fair market value of $31,487.  The Company reported
an increase in the unrealized  gain on available for sale  securities of $11,703
during  the nine  months  ended  June 30,  2005.  The  Company  did not sell any
available for sale securities during the nine months ended June 30, 2005.

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 June 30, 2005, the
remaining  warrant had not been  exercised and the fair value of the  derivative
was estimated to be $0. An unrealized  gain of $1,050 and $30,871 was recognized
during the nine months ended June 30, 2005 and 2004, respectively.


                                      F-12

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

5  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.

6  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 June 30, 2005, there is no outstanding balance on
the letter of credit.

7  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 (issued in June 2004) 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 April 2004, the Company issued 2,000,000  shares of the Company's  restricted
common stock at $0.10 per share, upon the exercise of an option to purchase such
shares.

In November  2003,  the Company  issued 25,787 shares of its  restricted  common
stock as a result of the cashless exercise of a warrant.

                                      F-13

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

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 nine months  ended June 30, 2005,  officers of the Company  agreed to
provide services to the Company without  compensation for these services.  These
services were estimated to be valued at $40,695,  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 July 2005, options exercisable for 50,000 shares expired.

In June 2004,  the Company  granted  options to purchase up to 500,000 shares of
common stock to a third party in connection with an asset purchase.  This option
has an exercise price of $0.32 per share  (equivalent to the market value of the
Company's common stock at the grant date) and provides for cashless exercise.

In January 2004, the Company granted options to purchase up to 1,250,000  shares
of common stock to  officers/directors  of the Company and an option to purchase
500,000 shares of common stock to an employee of its subsidiary, Brunetti. These
options  have an  exercise  price of $0.41 per  share,  a term of 10 years,  and
provide for cashless exercise.

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 February 2004, the Company issued warrants exercisable into 700,000 shares of
the Company's  restricted  common stock.  The warrants have an exercise price of
$0.25 per share and expire in February  2009. The warrants were  purchased by an
unrelated third party for $500 cash.

                                      F-14

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                             (Debtor-In-Possession)
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2005 and 2004
                                   (Unaudited)

In October 2003, the Company 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 provides
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.

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.

8 COMMITMENTS AND CONTINGENCIES:
--------------------------------

Litigation

The filing of the Chapter 11 and 7 cases  automatically  stayed  proceedings  in
private lawsuits relating to pre-petition claims as to the Debtors.

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.  On March 2,  2005,  the Court  found in favor of the
employees and found that the claims were the responsibility of the Company.

In addition, a claim of approximately $230,000 has been made against Brunetti.

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



                                      F-15




<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 $281,586  for the nine months ended
June 30,  2005  ($33,837  for the three  months  ended  June 30,  2005),  and an
accumulated deficit of $39,114,631 as of June 30, 2005.

         On March 16, 2005, the Company (the Debtor) filed a voluntary  petition
for relief in the United States  Bankruptcy  Court,  District of Colorado  under
Chapter 11 of Title 11 of the U.S.  Bankruptcy  Code.  Under Chapter 11, certain
claims against the Debtor in existence  prior to the filing of the petitions for
relief  under the U.S.  Bankruptcy  Code are stayed  while the Debtor  continues
business  operations  as  Debtor-in-possession.  The claims are reflected in the
June 30, 2005 Condensed  Consolidated  Balance Sheet as "liabilities  subject to
compromise." Additional claims may arise subsequent to the filing date resulting
from  rejection  of  executory   contracts,   including  leases,  and  from  the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.  Claims secured against the
Debtor's  assets are stayed,  although the holders of such claims have the right
to move the court for relief from the stay

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.  On March 1, 2005, Brunetti filed a voluntary
petition for relief in the United States Bankruptcy Court,  District of Colorado
under Chapter 7 of Title 7 of the U.S. Bankruptcy Code.

         Loss from continuing operations for the nine months ended June 30, 2005
was $177,546  compared  $86,470 for the nine months ended June 30, 2004 ($33,837
and $101,418  for the three months ended June 30, 2005 and 2004,  respectively).
The increase of $68,716 for the nine months ended June 30, 2005, is explained by
the  non-recurrence  of a $259,195  gain on the sale and  exchange of  affiliate
stock in 2004  and the  decrease  in  general  and  administrative  expenses  as
explained below.
                                        1

<PAGE>

         General and  administrative  expenses during the nine months ended June
30, 2005 were $178.042,  compared to $379,790 for the nine months ended June 30,
2004.  The  decrease of $201,748 is  primarily  attributable  to the decrease in
amortization and consulting expenses.

         During the nine months  ended June 30, 2005,  the Company  recognized a
net loss of $281,586  compared to a net loss of $601,168  during the nine months
ended June 30, 2004 (net  losses of $33,837  and  $98,267  for the three  months
ended  June 30,  2005 and 2004,  respectively).  The  decrease  of  $318,584  is
explained  by an  approximate  $409,658  decrease in the loss from  discontinued
operations  between 2004 and 2005 off set by an increase of $91,076 in loss from
continuing operations.

Liquidity and Capital Resources

         During the nine months ended June 30, 2005, the Company used $98,802 in
operating  activities from continuing  operations,  the Company received $35,000
from a note  payable  which was used to secure a $35,000  Letter of Credit.  The
Company  had $35,615 of cash and cash  equivalents  at June 30,  2005,  which is
being used to support  operations.  During the nine months  ended June 30, 2005,
$29,170 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 June  30,  2005,  the  fair  value of the
derivative was estimated to be $0.

         As of  June  30,  2005,  the  Company  owns  approximately  0.5% of the
outstanding common stock of NanoPierce  Technologies,  Inc.  ("NanoPierce").  At
June 30, 2005,  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.

         At June 30, 2005, the Company owns 314,870 shares of NanoPierce  common
stock  that are  tradeable,  and based upon the  closing  bid price of $0.10 per
share,  the market value of the  NanoPierce  common shares at June 30, 2005, was
$31,487.


                                        2

<PAGE>

Item 3.  Controls and Procedures

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

                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

On March 16,  2005,  the Company  (the  Debtor)  filed a voluntary  petition for
relief in the United States Bankruptcy Court, District of Colorado under Chapter
11 of Title 11 of the U.S.  Bankruptcy  Code.  Under Chapter 11,  certain claims
against the Debtor in existence  prior to the filing of the petitions for relief
under the U.S.  Bankruptcy Code are stayed while the Debtor  continues  business
operations  as  Debtor-in-possession.  The claims are  reflected in the June 30,
2005  Condensed   Consolidated   Balance  Sheet  as   "liabilities   subject  to
compromise." Additional claims may arise subsequent to the filing date resulting
from  rejection  of  executory   contracts,   including  leases,  and  from  the
determination  by the court (or  agreed to by parties  in  interest)  of allowed
claims for contingencies and other disputed amounts.  Claims secured against the
Debtor's  assets are stayed,  although the holders of such claims have the right
to move the court for relief from the stay.


                                        3


<PAGE>




Item 6.    Exhibits and Reports on Form 8-K
     (a)    Exhibits.  The following is a complete list of exhibits  field
            as part of this Form 10-QSB. Exhibit numbers correspond to the
            numbers in the Exhibit Table of Item 601 of Regulation S-B.

            Exhibit 11        Computation of Net Loss Per Share
            Exhibit 31.1 Certification of Chief Executive Officer pursuant to
                Section 302 of the Sarbanes-Oxley Act

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

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

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

     (b)    Reports  on Form  8-K.  The  registrant  filed  the  following
            current  reports on Form 8-K during the quarter ended June 30,
            2005:

            -   Current Report on Form 8-K dated, May 10, 2005, filed with
                the  Securities   and  Exchange   Commission  on  May  13,
                2005(Item   4.01   Changes  in   Registrant's   Certifying
                Accountant).




                                        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:    August 12, 2005                    /s/ R. Mark Richards
                                            -------------------------
                                            R. Mark Richards,
                                                Chief Executive Officer


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


















                                        5