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

                                   FORM 10-QSB

(Mark One)

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

         For the quarterly period ended March 31, 2007

                                       OR

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

                         Commission file number 0-14306

                              NEWMARKET CHINA, INC.
                              ---------------------
        (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)

                         14860 Montfort Drive, Suite 210
                                Dallas, TX 75254
                                ----------------
                    (Address of principal executive offices )

         Issuer's telephone number, including area code: (214) 722-3040


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

Yes  _X_          No ____

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).

Yes__             No X

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

As of May 21, 2007 there were 26,107,537 shares of the registrant's sole class
of common shares outstanding.

Transitional Small Business Disclosure Format                 Yes __   No _X_


<PAGE>

PART I - FINANCIAL INFORMATION


Item 1. Unaudited Financial Statements                                   Page
                                                                         ----

         Condensed Consolidated Balance Sheet -March 31, 2007             F-1

         Condensed Consolidated Statements of Operations  and
               Comprehensive Loss- Three months ended
               March 31, 2007 and 2006                                    F-2

         Condensed Consolidated Statement of Changes in Stockholders'
               Deficit -Three months ended March 31, 2007                 F-3

         Condensed Consolidated Statements of Cash Flows -
               Three months ended March 31, 2007 and 2006                 F-4

         Notes to Condensed Consolidated Financial Statements             F-5

Item 2.  Management's Discussion and Analysis

Item 3. Controls and Procedures

Item 3(A).  Controls and Procedures

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable

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

Item 3.  Defaults Upon Senior Securities - Not Applicable

Item 4.  Submission of Matters to a Vote of Security Holders

Item 5.  Other Information - Not Applicable

Item 6.  Exhibits

         SIGNATURES


<PAGE>


<TABLE>
<CAPTION>

                                 NewMarket China, Inc.
                               Consolidated Balance Sheet

                                         ASSETS                               March 31, 2007               December 31, 2006
                                                                             ----------------              -----------------

CURRENT ASSETS
<S>                                                                                 <C>                             <C>
Cash and cash equivalents                                                        $ 456,881                     $ 1,168,344
Accounts receivable                                                              3,209,877                       1,868,337
Inventory                                                                        1,386,041                         846,328
Supplier advances                                                                  851,841                         429,092
Assets of discontinued operations                                                    9,377                           9,377
Other current assets                                                                 6,455                           6,455
                                                                               -----------                     -----------
Total current assets                                                             5,920,472                       4,327,933
                                                                               -----------                     -----------
PROPERTY AND EQUIPMENT, NET                                                        400,628                          396089

Total assets                                                                   $ 6,321,100                     $ 4,724,022
                                                                               ===========                     ===========

                          LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable                                                                 $ 605,472                       $ 702,057
Short-term borrowing                                                             1,221,185                       1,266,939
Accrued expenses and other liabilities                                           1,510,077                         217,541
Liabilities of discontinued operations                                             308,683                         308,683
                                                                               -----------                     -----------
Total current liabilities                                                        3,645,417                       2,495,220
                                                                               -----------                     -----------
Total liabilities                                                                3,645,417                       2,495,220
                                                                               -----------                     -----------
Minority interest in subsidiaries                                                  562,908                         578,798

STOCKHOLDERS' EQUITY
Common stock; $.001 par value; 100,000,000 shares authorized;
26,107,537 and 23,836,323 shares issued and outstanding                             26,108                          25,943
Preferred stock; $.001 par value; 20,000,000 shares authorized;
250,000 shares Series A and 0 shares issued and outstanding                            250                             250
Additional paid-in capital                                                       1,452,157                       1,452,321
Accumulated comprehensive income (loss)                                            334,447                        (144,860)
Retained earnings                                                                  299,813                         316,350
Total stockholders' equity (deficit)                                             2,112,775                       1,650,004
                                                                               -----------                     -----------
Total liabilities and stockholders' equity                                     $ 6,321,100                     $ 4,724,022
                                                                               ===========                     ===========
See accompanying notes to consolidated financial statements.

</TABLE>

<PAGE>

                              NewMarket China, Inc.
                      Consolidated Statement of Operations
                          Three months ended March 31,

<TABLE>
<CAPTION>
                                                                               2007                  2006
                                                                               ----                  ----
<S>                                                                             <C>                   <C>
REVENUE                                                                    $ 7,079,794                 $ -

COST OF SALES                                                                6,879,374                   -

Gross Margin                                                                   200,420                   -

OPERATING EXPENSES
Selling, general and administrative expenses                                   182,871               9,307
Depreciation and amortization                                                   48,773                   -
                                                                           -----------           ---------
Total expenses                                                                 231,644               9,307
                                                                           -----------           ---------

Income (loss) from operations                                                  (31,224)             (9,307)
                                                                           -----------           ---------

OTHER INCOME (EXPENSE)
Interest income                                                                      8                  43
Interest expense                                                               (16,034)                  -
Other income                                                                    24,409                   -
Other expense                                                                   (1,791)                  -
                                                                           -----------           ---------
Total other income (expense)                                                     6,592                  43
                                                                           -----------           ---------

Net income before income tax (credit) and
minority interest                                                              (24,632)             (9,264)
Foreign income tax                                                              (7,796)
Minority interest in consolidated subsidiary                                    15,890
                                                                           -----------           ---------
Net loss                                                                       (16,538)             (9,264)
Other comprehensive income (loss)
    Gain (loss) on investment security                                                              (2,360)
Foreign currency translation gain (loss)                                       479,307

Comprehensive income (loss)                                                  $ 462,769           $ (11,624)
                                                                            ===========         ===========
Income (loss) per weighted-average common share-basic                           $ 0.02             $ (0.00)
                                                                            ===========         ===========
Income (loss) per weighted-average common share-diluted                         $ 0.01             $ (0.00)
                                                                            ===========         ===========

Number of weighted average common shares o/s-basic                          26,025,485          23,836,323
Number of weighted average common shares o/s-diluted                        31,613,219          23,836,323

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

<TABLE>
<CAPTION>

                                               NewMarket China, Inc.
                                     Consolidated Statement of Stockholders' Equity

                                                    Par Value of   Additional   Accumulated                   Total
                                Number of Shares        Stock         Paid-In   Comprehensive Accumulated  Stockholders'
                              -------------------------------------
                              Preferred  Common   Preferred Common   Capital       Income       Deficit       Equity
                              ------------------------------------------------------------------------------------------
<S>                               <C>      <C>       <C>     <C>        <C>          <C>           <C>          <C>
BEGINNING BALANCE, December
 31, 2004                          -   23,836,323     $-   $23,836  $38,723,059      $53,528 $(39,020,325)    $(219,902)
Contribution of officer
 services                                                                20,775                                  20,775
Other comprehensive income
 (loss)                                                                              (34,636)                   (34,636)
Net loss                                                                                         (101,105)     (101,105)
                              ------------------------------------------------------------------------------------------
BALANCE, December 31, 2005         -   23,836,323      -    23,836   38,743,834       18,892  (39,121,430)     (334,868)
Contribution of officer
 services                                                                 6,000                                   6,000
Sale of convertible preferred
 stock for cash                250,000               250                249,750                                 250,000
Issuance of shares for
 purchase of subsidiary                 2,000,000            2,000                                                2,000
Issuance of shares due to
 warrant exercise                         107,110              107                                                  107
Other comprehensive income
 (loss)                                                                             (114,214)                  (114,214)
Net income                                                                                        244,929       244,929
Adjustments due to
 reorganization                                                     (37,547,263)     (49,538)  39,192,851     1,596,050
                              ------------------------------------------------------------------------------------------
BALANCE, December 31, 2006     250,000 25,943,433    250    25,943    1,452,321     (144,860)     316,350     1,650,004
Issuance of shares due to
 warrant exercise                         164,104              164         (164)                                      0
Other comprehensive income
 (loss)                                                                              479,307                    479,307
Net income (loss)                                                                                 (16,538)      (16,538)
                              ------------------------------------------------------------------------------------------
                               250,000 26,107,537    250    26,108   $1,452,157     $334,447     $299,813    $2,112,775

See accompanying notes to consolidated
 financial statements.
</TABLE>
<PAGE>
                             NewMarket China, Inc.
                      Consolidated Statement of Cash Flows
                          Three months ended March 31,

<TABLE>
<CAPTION>

                                                                                2007                 2006
                                                                                ----                 ----
<S>                                                                             <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net Income (Loss)                                                           $ (16,538)            $ (9,264)
Adjustments to  reconcile net earnings to net cash
 provided (used) by operating activities:
 Depreciation                                                                   48,773                  126
 Income (loss) attributable to minority interest                               (15,890)
Changes in operating assets and liabilities:
 (Increase) decrease in accounts receivable                                 (1,317,590)
 (Increase) decrease in deposits and other assets                             (362,996)
 (Increase) decrease in inventory                                             (529,121)
 Increase (decrease) in accounts payable                                      (102,610)               3,391
 Increase (decrease) in accrued expenses                                     1,285,448
                                                                            --------------------------------
 Net cash provided by operating activities                                  (1,010,524)              (5,747)
                                                                            --------------------------------

CASH FLOWS FROM INVESTING ACTIVITIES:
 Decrease in restricted cash
 Purchase of property and equipment                                            (49,293)
                                                                            --------------------------------
Net cash used by investing activities                                          (49,293)                   -
                                                                            --------------------------------
CASH FLOWS FROM FINANCING ACTIVITIES:
 Payments on short-term borrowings                                             (58,380)
                                                                            --------------------------------
Net cash used by financing activities                                          (58,380)                   -
                                                                            --------------------------------

Effect of exchange rates on cash                                               406,734
                                                                            --------------------------------

Net increase (decrease) in cash and equivalents                               (711,463)              (5,747)
                                                                            --------------------------------

CASH, beginning of period                                                    1,168,344               45,289

CASH, end of period                                                          $ 456,881             $ 39,542
                                                                            =================================
See accompanying notes to consolidated financial statements.
</TABLE>
<PAGE>




                     NEWMARKET CHINA, INC. AND SUBSIDIARIES
              Notes to Condensed Consolidated Financial Statements
                   Three Months Ended March 31, 2007 and 2006
                                   (Unaudited)


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

PRESENTATION OF INTERIM INFORMATION

The  accompanying  consolidated  financial  statements  include the  accounts of
NewMarket China, Inc. (formerly known as Intercell International Corporation), a
Nevada corporation (the Company), and its wholly-owned  subsidiary Brunetti DEC,
LLC,   ("Brunetti")  a  Colorado  limited  liability  company  and  its  Chinese
wholly-owned  foreign  entity,   Clipper  Technology,   Inc.  ("Clipper").   All
significant  intercompany  accounts and  transactions  have been  eliminated  in
consolidation.

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 3).

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

USE OF ESTIMATES

The  preparation  of  consolidated   financial  statements  in  conformity  with
accounting  principles  generally  accepted  in the  United  States  of  America
requires  management to make estimates and assumptions  that affect the reported
amounts  of assets and  liabilities  and  disclosure  of  contingent  assets and
liabilities at the date of the  consolidated  financial  statements and reported
amounts of revenues and expenses  during the reporting  periods.  Actual results
could differ from those estimates.

FAIR VALUE OF FINANCIAL INSTRUMENTS

The fair values of the Company's cash and cash equivalents, accounts receivable,
accounts payable,  and lines of credit approximate their carrying amounts due to
the short maturities of these instruments.

CASH AND CASH EQUIVALENTS

The Company considers all highly liquid investments with an original maturity of
three months or less and money market instruments to be cash equivalents.

INVENTORY

Inventory, which consists primarily of finished goods, is stated at the lower of
cost or market. Cost is determined using the weighted average method.

OTHER ASSETS

Other  assets  consist of 15,744  shares of common  stock of Vyta Corp  ("Vyta")
(Note 5). These  securities are carried at fair value ($6,455 at March 31, 2007)
based upon quoted market prices. Unrealized gains and losses are computed on the
average  cost basis and are reported as a separate  component  of  comprehensive
loss,  included as a separate item in stockholders'  equity (deficit).  Realized
gains,  realized  losses,  and  declines  in  value,  judged  to  be  other-than
temporary, are included in other income (expense).

<PAGE>

PROPERTY AND EQUIPMENT

Property and  equipment are stated at cost.  Depreciation  is provided by use of
the  accelerated  method over the estimated  useful lives of the related assets,
which range from five to seven years.

REVENUE RECOGNITION

The Company engages in the business of consulting, development,  implementation,
and   maintenance  of  technology   systems  which  include  both  software  and
peripherals for computing,  communication, and data exchanges related to general
business  application  as well as the  specialty  fields of  medical,  security,
military and homeland defense applications. Revenue is recognized at the time of
product shipment, delivery, or installation, depending on when title passes, and
when all of the following  have  occurred:  a firm sales  agreement is in place,
pricing is fixed or determinable, and collection is reasonably assured.

FOREIGN CURRENCY TRANSACTION AND TRANSLATION GAINS (LOSSES)

The principal  operations of the Company are located in The People's Republic of
China. The Company bills in RMB, the local currency,  and if the Company payment
is denominated  in a foreign  currency,  the Company  translates the payment and
records a foreign currency transaction gain or loss in accordance with SFAS 52.

DERIVATIVE INSTRUMENTS

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

STOCK-BASED COMPENSATION

Beginning  October 1, 2006,  the Company  adopted the provisions of and accounts
for  stock-based  compensation  in  accordance  with  the  Financial  Accounting
Standards Board's ("FASB") Statement of Financial Accounting Standards No. 123 -
revised 2004 ("SFAS 123R")  "Share-Based  Payment" which  replaced  Statement of
Financial Accounting Standards No. 123("SFAS 123"),  "Accounting for Stock-Based
Compensation" and supersedes APB Opinion No. 25 ("APB 25"), Accounting for Stock
Issued  to  Employees".  Under the fair  value  recognition  provisions  of this
statement,  stock-based compensation cost is measured at the grant date based on
the fair value of the award and is  recognized  as  expense  on a  straight-line
basis over the  requisite  service  period,  which is the  vesting  period.  The
Company elected the  modified-prospective  method, under which prior periods are
not revised for  comparative  purposes.  The  valuation  provisions of SFAS 123R
apply to new grants and to grants that were outstanding as of the effective date
and are  subsequently  modified.  There were no options granted during the three
months ended March 31, 2007,  and all options  granted  prior to the adoption of
SFAS 123R and outstanding during the periods presented were fully-vested.

The  Company  has a stock  option  plans  which  permit  the  grant of shares to
attract, retain and motivate employees,  directors and consultants.  Options are
generally  granted with an exercise price equal to the Company's market price of
its common stock on the date of the grant and with vesting rates,  as determined
by the  Board of  Directors.  All  options  outstanding  at March  31,  2007 are
fully-vested and exercisable.  A summary of the outstanding balance at March 31,
2007 is as follows:

                                        Weighted    Weighted
                                        average     average        Aggregate
                                        exercise    remaining      intrinsic
                          Options       price       life           value
                          -------      ---------    ----------     ----------
Outstanding at
 March 31, 2007          4,839,550      $ 0.56      3.1 years        $ 0

INCOME (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 year. Stock options and
warrants are not  considered in the  calculation  at March 31, 2007 and 2006, as
the impact of the potential common shares would be to decrease income (loss) per
share.  Therefore,  diluted  income (loss) per share is equivalent to basic loss
per share.

INCOME TAXES

Income taxes are accounted for by the asset and liability  method.  Deferred tax
assets  and  liabilities   are  recognized  for  the  future  tax   consequences
attributable to differences  between the financial statement carrying amounts of
existing  assets and  liabilities  and their  respective tax bases and operating
loss and tax credit  carry  forwards.  Deferred tax assets and  liabilities  are
measured  using  enacted tax rates  expected  to apply to taxable  income in the
years in which those  temporary  differences  are  expected to be  recovered  or
settled.  The effect on deferred tax assets and  liabilities  of a change in tax
rates is  recognized  in income (loss) in the period that includes the enactment
date. A valuation allowance is established when necessary to reduce deferred tax
assets to amounts expected to be realized.

COMPREHENSIVE INCOME

SFAS No. 130, Reporting Comprehensive Income, requires the reporting and display
of  comprehensive  income and its components.  SFAS No. 130 requires  unrealized
gains and losses on the Company's  available for sale  securities to be included
in  comprehensive  income as well as gains or  losses  due to  foreign  currency
translation adjustments.

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 the
Company  beginning with the first quarter of the fiscal year ending December 31,
2007. As the Company has no un-vested options outstanding, the implementation of
this  standard is not  expected  to have an  immediate  impact on the  Company's
financial position and results of operations.

In  February  2006,  the FASB  issued SFAS 155,  Accounting  for Certain  Hybrid
Financial  Instruments,   which  amends  SFAS  133,  Accounting  for  Derivative
Instruments and Hedging  Activities,  and SFAS 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities - a replacement
of FASB  Statement  No. 125.  SFAS 155 will be effective for the Company for all
financial  instruments  issued or acquired  after the  beginning its fiscal year
ending  December 31, 2007.  The Company not yet  evaluated  and  determined  the
likely effect of SFAS 155 on future financial statements.

In June 2006, the FASB issued  Interpretation No. 48, Accounting for Uncertainty
in Income Taxes - An  Interpretation of FASB Statement No. 109, (FIN 48). FIN 48
clarifies  the  accounting  for  uncertainty  in income taxes  recognized  in an
enterprise's  financial  statements in accordance  with FASB  Statement No. 109,
Accounting for Income Taxes. FIN 48 also prescribes a recognition  threshold and
measurement attribute for the financial statement recognition and measurement of
a tax  position  taken or expected to be taken in a tax return that results in a
tax benefit.  Additionally,  FIN 48 provides guidance on de-recognition,  income
statement  classification  of  interest  and  penalties,  accounting  in interim
periods,  disclosure,  and transition.  This interpretation is effective for the
Company for its fiscal year ending  December 31,  2007.  The Company has not yet
evaluated  the effect that the  application  of FIN 48 may have,  if any, on its
future results of operations and financial condition.
<PAGE>


In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements". This
statement  defines fair value,  establishes a framework for measuring fair value
in generally accepted accounting principles,  and expands disclosures about fair
value measurements. This statement applies under other accounting pronouncements
that require or permit fair value  measurements.  SFAS No. 157 is effective  for
the  Company for its fiscal year  beginning  on January 1, 2008.  The Company is
currently  assessing  the impact the  adoption  of SFAS No. 157 will have on its
consolidated financial statements.

In September  2006,  the SEC issued Staff  Accounting  Bulletin (SAB) No. 108 in
order to eliminate the diversity of practice  surrounding  how public  companies
quantify  financial  statement   misstatements.   In  SAB  108,  the  SEC  staff
established  an approach that  requires  quantification  of financial  statement
misstatements based on the effects of the misstatements on each of the Company's
financial  statements and the related financial statement  disclosures.  SAB No.
108 is effective  for the Company for its current  fiscal year.  The adoption of
SAB No.  108 did not have an  impact  on the  Company's  consolidated  financial
statements.

On February 15, 2007,  the FASB issued SFAS No. 159,  "The Fair Value Option for
Financial  Assets and  Financial  Liabilities  - Including  an Amendment of FASB
Statement  No. 115." This standard  permits an entity to measure many  financial
instruments  and  certain  other  items at  estimated  fair  value.  Most of the
provisions  of SFAS No. 115  ("Accounting  for Certain  Investments  in Debt and
Equity   Securities)   applies   to  all   entities   that   own   trading   and
available-for-sale  securities.  The fair value  option  created by SFAS No. 159
permits  an entity  to  measure  eligible  items at fair  value as of  specified
election dates. Among others,  eligible items exclude (1) financial  instruments
classified  (partially  or in total) as  permanent  or  temporary  stockholders'
equity (such as a convertible  debt security  with a  non-contingent  beneficial
conversion  feature)  and (2)  investments  in  subsidiaries  and  interests  in
variable interests that must be consolidated.  A for-profit business entity will
be  required to report  unrealized  gains and losses on items for which the fair
value option has been elected in its statements of operations at each subsequent
reposting date. The fair value option (a) may generally be applied instrument by
instruments, (b) is irrevocable unless a new elections date occurs, and (c) must
be applied to the entire instrument and not to only a portion of the instrument.
SFAS No. 159 is  effective  as of the  beginning  of the first  fiscal year that
begins after  November 15, 2007.  The Company has not yet  evaluated  the effect
that the  application  of FIN 48 may have,  if any,  on its  future  results  of
operations and financial condition.


2   REORGANIZATION:
-------------------

In October  2006,  Intercell  executed an Agreement  and Plan of  Reorganization
("the  Agreement")  with  NewMarket  China,  Inc.  ("NewMarket  China"  or  "the
Company"), a wholly-owned  subsidiary of NewMarket Technology,  Inc. ("NewMarket
Technology").  The  Agreement,  provided for Intercell to acquire from NewMarket
Technology its  subsidiary,  NewMarket  China through the exchange of all of the
issued and outstanding  stock of NewMarket  China,  one thousand  (1,000) shares
held by  NewMarket  Technology  for two million  (2,000,000)  restricted  common
shares of Intercell.  As a result of the Agreement,  NewMarket  China became the
wholly-owned subsidiary of Intercell.

In a separate agreement,  NewMarket Technology agreed to purchase 250,000 shares
of a Series A Preferred Stock from Intercell for $250,000. The shares have a par
value of $0.001  per share and a  purchase  price of $1.00 per share and bear no
dividend.  The shares  are  convertible  into 60% of the issued and  outstanding
common stock of the Company,  any time after August 31, 2006.  The shares have a
voting  right  equal to 60% of the issued and  outstanding  common  stock of the
Company.

As a result of this reorganization, the Company's stockholders' equity (deficit)
has been adjusted to reflect the effect of this transaction.

3  DISCONTINUED OPERATIONS:
---------------------------

BRUNETTI ACQUISITION

On October 20, 2003, the Company  acquired a controlling  60% equity interest in
Brunetti in exchange for a $700,000 cash  contribution  to Brunetti.  On January
30, 2004, the Company  acquired the remaining 40% equity interest in Brunetti in
exchange for a $300,000 cash contribution to Brunetti.
<PAGE>


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 March 31, 2007,  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
     (all current)                                             $     9,377
                                                               ===========

  Accounts payable                                             $   179,473
  Related party payable                                             25,035
  Line of credit                                                    10,735
  Accrued payroll                                                   93,440
                                                               -----------
    Total liabilities
      (all current)(1)                                         $   308,683
                                                               ===========

Brunetti  reported no revenues or income during the three months ended March 31,
2007.  Operations  related to  Brunetti  resulted  in a net loss during the year
ended December 31, 2006 and 2005 of $0 and $11,781,  respectively.  Brunetti did
not incur any income taxes during these periods.

4  INVESTMENT IN VYTA CORP. AND RELATED TRANSACTIONS:
-----------------------------------------------------

As of March 31, 2007, the Company owns  approximately  0.07% of the  outstanding
common stock of Vyta Corp.

At March 31, 2007, the Company owns 15,744 shares of Vyta common stock, of which
7,500  shares are subject to a warrant  agreement,  described  below.  Beginning
October 21, 2003, based on factors which indicated that the Company did not have
the ability to exercise significant influence, the Company changed its method of
accounting  for the Vyta Corp  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 Vyta Corp
shares as available for sale securities,  in which unrealized gains (losses) are
computed on the  average  cost basis,  and are  recorded in other  comprehensive
income (loss).  At March 31, 2007, 15,744 shares of Vyta were available for sale
and had a fair market  value of $6,455.  The Company did not sell any  available
for sale securities during the three months ended March 31, 2007.

Warrants to Purchase Vyta Corp Common Stock

During the year ended  September  30, 2003,  the Company  sold 5,000  restricted
shares of Vyta common  stock and  granted two  warrants to purchase up to 15,000
shares of Vyta common  stock held by the  Company,  to a third party for $50,000
cash.  Each  warrant  grants the third  party the right to  purchase up to 7,500
shares of Vyta common stock held by the Company,  at an exercise price of $10.00
per share.  The closing  bid price of the Vyta  common  stock at the date of the
grant was  $13.80 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.  The carrying
value of the Vyta shares on the transaction  date was $0, resulting in a gain on
the sale of affiliate stock of $18,000. These warrants are considered derivative
financial  instruments and were 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.  During the fiscal year
ended  December 31, 2005,  the remaining  warrant had not been exercised and the
fair value of the derivative was estimated to be $0. An unrealized  gain of $150
was recognized  during the fiscal year ended  December 31, 2005,  2005. At March
31, 2007, the remaining warrant had not been exercised.

5.   STOCKHOLDERS' EQUITY:
--------------------------
<PAGE>

PREFERRED STOCK

There were no changes in preferred stock during the three months ended March 31,
2007.

COMMON STOCK

In  February  2007,  warrants to purchase  332,255  shares of common  stock were
exercised  (cashless exercise election) in exchange for 164,104 shares of common
stock.

STOCK OPTIONS

The Company has established a Compensatory Stock Option Plan (the "1995 Plan" or
the  "Option  Plan")  and has  reserved  10,000,000  shares of common  stock for
issuance under the Option Plan. Incentive stock options can be granted under the
Option Plan at prices not less than 110% of the fair  market  value of the stock
at the date of grant, and  nonqualified  options can be granted at not less than
50% of the  stock's  fair  market  value  at the  date of  grant or the date the
exercise price of any such option is modified. Vesting provisions are determined
by the board of directors.  All stock  options  expire 10 years from the date of
grant.

The following table summarizes information about stock options outstanding as of
March 31, 2007:
<TABLE>
<CAPTION>

                           Options Outstanding                                                      Options Exercisable
                           -------------------                                                      --------------------


Range of Exercise Prices                        Remaining Contractual     Weighted Average
                          Number of Options            Life              Exercise Price        Number of Options     Exercise Price
                                    -------            ----                       -----                  -------              ------
 <S>                           <C>                       <C>                   <C>                     <C>                <C>
$0.40-0.99                4,750,000                  7.0 years               $ 0.43              4,750,000              $ 0.43
1.00-10.00                   88,500                  0.7                       6.78                 88,500                6.78
15.00-30.00                   1,050                  0.3                      30.00                  1,050               30.00
                              -----                                                                  -----
                          4,839,550                  3.1 years               $ 0.56              4,839,550              $ 0.56
                          =========                                                              =========
</TABLE>

WARRANTS

At March 31,  2007,  the  following  warrants  to  purchase  common  stock  were
outstanding:

Number of common shares covered
       by warrants                   Exercise Price          Expiration Date
       -----------                   --------------          ---------------

         5,587,734                  $     0.10           September- October 2008
           700,000                        0.25                February  2009
         ---------
         6,287,734
         =========


In  February  2007,  warrants to purchase  332,266  shares of common  stock were
exercise under a cashless exercise provision for 164,104 shares of common stock.
The warrants had an exercise price of $0.10 per share.
<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
of Operations

Safe Harbor for Forward-Looking Statements

     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.


Critical accounting policies

The discussion and analysis of our financial condition and results of operations
are based upon our consolidated  financial statements,  which have been prepared
in  accordance  with  accounting  principles  generally  accepted  in the United
States.  The  preparation  of these  financial  statements  requires  us to make
estimates and judgments that affect the reported amounts of assets, liabilities,
revenues  and  expenses,   and  related  disclosure  of  contingent  assets  and
liabilities.  On an on-going basis,  we evaluate our estimates,  including those
related to revenue recognition,  bad debts,  inventories,  warranty obligations,
contingencies  and income taxes. We base our estimates on historical  experience
and on various  other  assumptions  that we believe to be  reasonable  under the
circumstances,  the results of which form the basis for making  judgments  about
the carrying value of assets and liabilities  that are not readily apparent from
other sources.  Actual results may differ from these  estimates  under different
assumptions or conditions.  A discussion of our critical accounting policies and
the  related   judgments  and  estimates   affecting  the   preparation  of  our
consolidated  financial  statements is included in the Annual Report on our Form
10-KSB for the fiscal  year ended 2006.  There have been no material  changes to
our critical accounting policies as of March 31, 2007.

Results of Operations

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

     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.  In October 2004,  the  operations of
Brunetti were ceased and 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 such time,  the  Company
began to account for the operations of Brunetti as discontinued operations.

     In  October   2006,   the  Company   executed  an  Agreement  and  Plan  of
Reorganization  ("the Agreement") with NewMarket China, Inc.  ("NewMarket China"
or "the  Company"),  a  wholly-owned  subsidiary of NewMarket  Technology,  Inc.
("NewMarket Technology").  The Agreement, provided for Intercell to acquire from
NewMarket Technology its subsidiary, NewMarket China through the exchange of all
of the issued and outstanding  stock of NewMarket  China,  one thousand  (1,000)
shares  held by  NewMarket  Technology  for two million  (2,000,000)  restricted
common shares of Intercell. As a result of the Agreement, NewMarket China became
the wholly-owned subsidiary of Intercell.

     Revenue for the three months ended March 31, 2007 was  $7,079,793.  Cost of
sales was $6,879,374  resulting in a gross margin of $200,420 which  represented
2.8% of sales. The Company had no operations during the three months ended March
31, 2006.

     General and administrative expenses during the three months ended March 31,
2007 were  $182,871,  compared  to $9,307 for the three  months  ended March 31,
2006. The increase of $172,564 is primarily  attributable to the  aforementioned
reorganization of the Company.
<PAGE>

     During the three months ended March 31, 2007, the Company  recognized a net
loss of $16,538  compared to a net loss of $9,624  during the three months ended
March 31, 2006.  The Company has no ongoing  operations  during the three months
ended March 31, 2006.  Comprehensive income for the three months ended March 31,
2007 was $469,769  compared to a comprehensive  loss of $11,624 for three months
ended March 31, 2006. Comprehensive income includes foreign currency translation
adjustments and gains or losses on investment securities held.

Liquidity and Capital Resources

     The  Company's  cash  balance at March 31,  2007  decreased  $711,463  from
$1,168,344 as of December 31, 2006, to $456,881.  The decrease was the result of
a combination  of cash used for repayment of loans totaling  $58,380,  investing
activities totaling $49,293 and cash used in operating activities of $1,010,524,
offset by the effect of exchange rates on cash of $406,734. Operating activities
for the quarter  ended March 31, 2007  exclusive of changes in operating  assets
and liabilities provided $16,345, as well as an increase in accrued expenses and
other  liabilities of $1,285,448,  offset by an increase in accounts  receivable
and a decrease in accounts payable of $2,312,317.

     As of  March  31,  2007,  the  Company  owns  approximately  0.06%  of  the
outstanding  common stock of Vyta Corp ("Vyta").  At March 31, 2007, the Company
owns 23,244  shares of Vyta common  stock,  of which 7,500 shares are subject to
warrant  agreements,  described below. The Company has classified its investment
in Vyta as available for sale securities in which  unrealized gains (losses) are
recorded to shareholders' equity.

     At March 31, 2007, the Company owns 15,744 shares of Vyta Corp common stock
that are tradable,  and based upon the closing bid price of $0.41 per share, the
market value of the Vyta common shares at March 31, 2007, was $6,455.

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

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

     The  warrants  are  considered  derivative  financial  instruments  and are
therefore recorded in the balance sheet at fair value. Changes in the fair value
of the  warrants  (unrealized  gains and losses)  are  recognized  currently  in
earnings  (loss)  of the  Company.  At March  31,  2007,  the fair  value of the
derivative was estimated to be $0.


ITEM 3.  CONTROLS AND PROCEDURES

a.       Evaluation of Disclosure Controls and Procedures:

The  management of the company has evaluated the  effectiveness  of the issuer's
disclosure  controls and  procedures  as of the end of the period of the report,
March  31,  2007  and have  concluded  that the  disclosure  controls,  internal
controls and procedures are adequate and effective  based upon their  evaluation
as of the evaluation date.

b.       Changes in Internal Control over Financial Reporting:

There  were no changes  in the small  business  issuers  internal  control  over
financial  reporting  identified  in  connection  with  the  Company  evaluation
required by  paragraph  (d) of Rule 13a-15 or Rule 15d-15 under the Exchange act
that occurred  during the small  business  issuers last fiscal  quarter that has
materially  affected or is  reasonable  likely to materially  affect,  the small
business issuers internal control over financial reporting.

ITEM 3(A). CONTROLS AND PROCEDURES

There have been no changes in the small business  issuers  internal control over
financial  reporting  identified in connection  with the evaluation  required by
paragraph  (d) of Rule  240.15d-15  that  occurred  during  the  small  business
issuer's  last fiscal  quarter that has  materially  affected,  or is reasonable
likely to materially  affect,  the small business issuer's internal control over
financial reporting.

<PAGE>


                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

None

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

Set forth below is information regarding the issuance and sale of our securities
without registration during the three month period ended March 31, 2007:

o    In February 2007,  warrants to purchase 332,266 shares of common stock were
     exercise under a cashless  exercise  provision for 164,104 shares of common
     stock. The warrants had an exercise price of $0.10 per share.

Each  of the  above  issuances  were  deemed  to be  exempt  under  rule  506 of
Regulation D and/or Section 4(2) of the  Securities Act of 1933, as amended.  No
advertising or general solicitation was employed in offering the securities. The
offerings and sales were made to a limited  number of persons,  all of whom were
accredited  investors,  business associates of our company or executive officers
of our company,  and transfer was  restricted by our company in accordance  with
the  requirements of the Securities Act of 1933. In addition to  representations
by the  above-referenced  persons, we have made independent  determinations that
all of the above-referenced  persons were accredited or sophisticated investors,
and  that  they  were  capable  of  analyzing  the  merits  and  risks  of their
investment, and that they understood the speculative nature of their investment.
Furthermore,  all of the  above-referenced  persons were provided with access to
our Securities and Exchange Commission filings.

Item 3.  Defaults Upon Senior Securities

None

Item 4.  Submission of Matters to a Vote of Security Holders

None

Item 5.  Other Information

None

Item 6.  Exhibits
(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 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

<PAGE>

         (b)      Reports on Form 8-K. During the three-month period ended
                  March 31, 2007, the Company filed the following Current
                  Reports on Form 8-K:

                  Current  Report  on Form 8-K filed on March 9,  2007,  which
                  included  disclosure under Item 5 related to the resignation
                  of R. Mark  Richards  and  Mallory  Smith as  members of the
                  Company's  Board  of  Directors,   incorporated   herein  by
                  reference.

<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.

                                                     NEWMARKET CHINA, INC.
                                                     (Registrant)

Date:    May 21, 2007                       /s/ John Verges
                                            ---------------------
                                                John Verges,
                                                Chief Executive Officer


                                            /s/  Philip Rauch
                                            ----------------------
                                                 Philip J. Rauch,
                                                 Chief Financial Officer