FORM 10-QSB

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

(Mark  One)

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

     For  the  Quarterly  period  ended  June 30, 2002

OR

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

Commission  file  number  0-14306

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

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

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

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

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


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


As  of  July 31, 2002 there were 8,651,251 shares of the registrant's sole class
of  common  shares  outstanding.


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


<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                                      INDEX


PART  I  -  FINANCIAL  INFORMATION


ITEM  1.  FINANCIAL  STATEMENTS                                            PAGE
                                                                           ----


    Independent  Accountants'  Report                                        1

    Condensed  Consolidated  Balance  Sheet -
       June  30,  2002                                                       2

    Condensed  Consolidated  Statements  of  Operations -
       Three  and  Nine  Months  Ended June 30, 2002 and 2001                3

    Condensed  Consolidated  Statement  of  Changes  in  Stockholders'
       Deficit  -  Nine  Months  Ended June 30, 2002                         5

    Condensed  Consolidated  Statements  of  Cash  Flows -
       Nine  Months  Ended  June  30, 2002 and 2001                          6

    Notes  to  Condensed  Consolidated  Financial  Statements -
       Nine  Months  Ended  June  30, 2002 and 2001                          8


ITEM  2.  MANAGEMENT'S  DISCUSSION  AND  ANALYSIS                           14


PART  II  -  OTHER  INFORMATION                                             20


ITEM  2.  CHANGES  IN  SECURITIES                                           20

ITEM  6.  EXHIBITS  AND  REPORTS  IN FORM 8-K                               21


    SIGNATURES                                                              22


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



Board of Directors
Intercell International Corporation

We have reviewed the accompanying condensed consolidated balance sheet of
Intercell International Corporation and subsidiaries as of June 30, 2002, and
the related condensed consolidated statements of operations for the three-month
and nine-month periods ended June 30, 2002 and 2001, the condensed consolidated
statement of changes in stockholders' deficit for the nine-month period ended
June 30, 2002, and the condensed consolidated statements of cash flows for the
nine-month periods ended June 30, 2002 and 2001. These condensed consolidated
financial statements are the responsibility of the Company's management.

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

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


GELFOND HOCHSTADT PANGBURN, P.C.


Denver, Colorado
August 2, 2002


                                        1
<PAGE>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2002
                                   (UNAUDITED)


                                     Assets
                                     ------
<S>                                                                 <C>

Current assets:
  Cash and cash equivalents                                         $      8,000
  Other receivable                                                         2,000
                                                                    -------------
    Total current assets                                                  10,000
                                                                    -------------

Deposits                                                                   6,000
Note receivable - related party (Note 4)                                  39,000
                                                                    -------------
                                                                          45,000
                                                                    -------------

       Total assets                                                 $     55,000
                                                                    =============

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

Current liabilities:
  Accounts payable                                                  $     95,000
                                                                    -------------

    Total liabilities (all current)                                       95,000
                                                                    -------------

Commitments and contingencies (Note 8)

Stockholders' deficit (Note 6):
  Convertible preferred stock; $0.001 par value;
   20,000,000 shares authorized; no shares issued and outstanding              -
  Warrants and options to acquire common stock                            10,000
  Common stock; $0.001 par value; 100,000,000 shares authorized;
   8,651,251 shares issued and outstanding                                 9,000
  Additional paid-in capital                                          36,860,000
  Accumulated deficit                                                (36,919,000)
                                                                    -------------
      Total stockholders' deficit                                    (    40,000)
                                                                    -------------

        Total liabilities and stockholders' deficit                 $     55,000
                                                                    =============
<FN>

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


                                        2
<PAGE>
<TABLE>
<CAPTION>
                     INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                       CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                         (UNAUDITED)

                                           Three Months Ended           Nine Months Ended
                                                June 30,                    June 30,
                                      ---------------------------  --------------------------
                                          2002           2001          2002          2001
                                      -------------  ------------  ------------  ------------
<S>                                   <C>            <C>           <C>           <C>
General and administrative expense:
  Consulting expense (Note 2)         $( 1,358,000)  (     4,000)  ( 1,808,000)  (    10,000)
  Other                                (    97,000)  (    85,000)  (   151,000)  (   193,000)
Gain on sale and exchange of
  affiliate stock (Notes 2 and 5)        1,752,000        65,000     2,284,000       139,000
Unrealized loss on derivative
  instrument                                     -             -   (   550,000)            -
Gain on cancellation of derivative
  instrument (Note 2)                      550,000             -       550,000             -
Interest income                                  -             -         2,000         2,000
Provision for doubtful note
  receivable (Note 4)                  (   250,000)            -   (   250,000)            -
Equity in losses of affiliate                    -             -   (   247,000)            -
Impairment of investment in
  land (Note 3)                                  -             -             -   (    53,000)
Interest expense                                 -   (     1,000)  (     4,000)  (     6,000)
                                      -------------  ------------  ------------  ------------

Income (loss) from continuing
  operations                               597,000   (    25,000)  (   174,000)  (   121,000)
                                      -------------  ------------  ------------  ------------

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

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

Net income (loss)                          597,000   (    25,000)  (   174,000)  (    65,000)

Deemed dividend on Series C and D
  preferred stock relating to
  in-the-money conversion terms                  -   (    14,000)            -   (    43,000)
Accrued dividends on Series D
   and E preferred stock                         -   (    39,000)            -   (   117,000)
Accretion on Series C and E
  preferred stock                                -   (     6,000)  (     1,000)  (    16,000)
                                      -------------  ------------  ------------  ------------

Net income (loss) applicable to
  common stockholders                 $    597,000   (    84,000)  (   175,000)  (   241,000)
                                      =============  ============  ============  ============

                                           (Continued)
</TABLE>


                                        3
<PAGE>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
             THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                    (UNAUDITED)
                                    (CONTINUED)

                                    Three Months Ended        Nine Months Ended
                                         June 30,                 June 30,
                                 -----------------------  ------------------------
                                    2002        2001         2002         2001
                                 ----------  -----------  -----------  -----------
<S>                              <C>         <C>          <C>          <C>
Basic and diluted net income
  (loss) per share, applicable
  to common stockholders:

    Income (loss) from
     continuing operations       $     0.07  (     0.02)  (     0.02)  (     0.06)
    Gain from discontinued
     operations                        0.00        0.00         0.00         0.01
                                 ----------  -----------  -----------  -----------

    Net income (loss)            $     0.07  (     0.02)  (     0.02)  (     0.05)
                                 ==========  ===========  ===========  ===========

Weighted average number of
  common shares outstanding:      8,631,471   4,995,100    8,490,720    4,995,100
                                 ==========  ===========  ===========  ===========
<FN>

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


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                  INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                          CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                             NINE MONTHS ENDED JUNE 30, 2002
                                                       (UNAUDITED)

                                                                                           Receivable
                                                                                             under
                            Convertible       Warrants and                                 Agreement
                          Preferred Stock      Options to      Common Stock    Additional   to Sell                     Total
                         ------------------     Acquire     -----------------   Paid-In    Affiliate   Accumulated   Stockholders'
                         Shares    Amount    Common Stock    Shares    Amount   Capital      Stock       Deficit       Deficit
                         ------  ----------  -------------  ---------  ------  ----------  ----------  ------------  -------------
<S>                      <C>     <C>         <C>            <C>        <C>     <C>         <C>         <C>           <C>
Balances,
  October 1, 2001           .2   $  47,000      1,175,000   8,147,761   8,000  35,556,000  ( 394,000)  (36,744,000)   (   352,000)
Conversions of Series
  C preferred stock
  to common stock        (  .2)   ( 48,000)             -     177,125   1,000      47,000          -             -              -
Common stock issued in
  exchange for note
  payable                    -           -              -     226,365       -      36,000          -             -         36,000
Common stock issued for
  services                   -           -              -     100,000       -      56,000          -             -         56,000
Expired warrants             -           -     (1,165,000)          -       -   1,165,000          -             -              -
Reduction in receivable
  under agreement to
  sell affiliate stock       -           -              -           -       -           -    394,000             -        394,000
Accretion on
  preferred stock            -       1,000              -           -       -           -          -   (     1,000)             -
Net loss                     -           -              -           -       -           -          -   (   174,000)   (   174,000)
                         ------  ----------  -------------  ---------  ------  ----------  ----------  ------------  -------------

Balances,
  June 30, 2002              -           -         10,000   8,651,251   9,000  36,860,000          -   (36,919,000)   (    40,000)
                         ======  ==========  =============  =========  ======  ==========  ==========  ============  =============
<FN>

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


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

                                                              NINE MONTHS ENDED
                                                                   JUNE 30,
                                                         ---------------------------
                                                             2002           2001
                                                         -------------  ------------
<S>                                                      <C>            <C>
Cash flows from operating activities:
  Net loss                                               $(   174,000)  (    65,000)
  Less gain from discontinued operations                            -   (    56,000)
                                                         -------------  ------------
    Loss from continuing operations                       (   174,000)  (   121,000)
                                                         -------------  ------------
  Adjustments to reconcile loss from continuing
   operations to net cash used in operating
   activities of continuing operations:
  Common stock issued for services                             56,000             -
  Exchange of affiliate stock for services                  1,752,000             -
  Provision for doubtful note receivable                      250,000             -
  Unrealized loss on derivative instrument                    550,000             -
  Gain on cancellation of derivative instrument           (   550,000)            -
  Loss from asset impairment                                        -        53,000
  Gain on sale and exchange of affiliate stock            ( 2,284,000)  (   139,000)
  Equity in losses of affiliate                               247,000             -
  Changes in operating assets and liabilities:
    Increase in deposit and miscellaneous                 (     2,000)  (     4,000)
    Increase in restricted cash                                     -   (     1,000)
    Decrease in other receivable                                2,000             -
    Decrease in accounts payable and accrued
     liabilities                                          (    38,000)       17,000
                                                         -------------  ------------
      Total adjustments                                   (    17,000)  (    74,000)
                                                         -------------  ------------
    Net cash used in operating activities
     of continuing operations                             (   191,000)  (   195,000)
                                                         -------------  ------------

Cash flows from investing activities:
  Proceeds from sale of affiliate stock                       503,000        65,000
  Payments received on related party advances                  51,000             -
  Increase in notes receivable                            (   250,000)  (    25,000)
                                                         -------------  ------------
    Net cash provided by investing
     activities of continuing operations                      304,000        40,000
                                                         -------------  ------------

Cash flow from financing activities:
    Proceeds from note payable to related party                     -        93,000
    Payment on note payable to related party              (   128,000)  (    23,000)
    Payment on note payable due shareholder               (     8,000)  (     6,000)
                                                         -------------  ------------
    Net cash provided by (used in) financing activities
      of continuing operations                            (   136,000)       64,000
                                                         -------------  ------------

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

Net decrease in cash and cash equivalents                 (    23,000)  (    96,000)
Cash and cash equivalents, beginning of period                 31,000       100,000
                                                         -------------  ------------
Cash and cash equivalents, end of period                 $      8,000         4,000
                                                         =============  ============

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

                                       (Continued)
</TABLE>


                                        6
<PAGE>
<TABLE>
<CAPTION>
                   INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                        (UNAUDITED)
                                        (CONTINUED)

                                                                         NINE MONTHS ENDED
                                                                              JUNE 30,
                                                                         -----------------
                                                                           2002     2001
                                                                         --------  -------
<S>                                                                      <C>       <C>
Supplemental disclosure of non-cash investing and financing activities:
  Sale of investment in land held for sale in exchange
    for affiliate common stock                                           $247,000        -
  Conversion of preferred stock to common stock                            48,000        -
  Reduction in receivable under agreement to sell
    affiliate stock and related deferred gain                             394,000        -
  Common stock issued in exchange for note payable
    to shareholder                                                         36,000        -
  Amortization of deemed dividend on preferred stock                            -   43,000
  Accrual of preferred stock dividend                                           -  117,000
  Accretion on preferred stock                                              1,000   16,000
  Exchange of affiliate stock for liabilities
   of discontinued operations                                                   -   74,000
<FN>

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


                                        7
<PAGE>
            INTERCELL  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


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

Business  and  Basis  of  Presentation

The accompanying unaudited condensed consolidated financial statements include
the accounts of Intercell International Corporation, a Nevada corporation (the
Company), and its wholly-owned subsidiaries Sigma 7 Corporation and BMI
Acquisition Group, Inc. (Sigma 7 and BMI both have discontinued operations),
Particle Interconnect Corp., and through September 30, 2001, Arizcan Properties,
Ltd. (Arizcan). All significant intercompany accounts and transactions have been
eliminated in consolidation.

Both Sigma 7 and BMI are subsidiaries that filed for voluntary liquidation under
Chapter 7 of the U.S. Bankruptcy Code in 1998. During the years ended September
30, 2000 and 2001, the U.S. Bankruptcy Court closed the Sigma 7 and BMI
bankruptcy cases. Particle Interconnect Corp. is a non-operating subsidiary with
no assets or liabilities. Arizcan was a subsidiary which owned an investment in
land held for sale. In October 2001, Arizcan was sold (Note 3).

In the opinion of the management of the Company, the accompanying unaudited
condensed consolidated financial statements include all material adjustments,
including all normal and recurring adjustments, considered necessary to present
fairly the financial position and operating results of the Company for the
periods presented. The financial statements and notes are presented as permitted
by Form 10-QSB, and do not contain certain information included in the Company's
last Annual Report on Form 10-KSB for the fiscal year ended September 30, 2001.
It is the Company's opinion that when the interim statements are read in
conjunction with the September 30, 2001 Annual Report on Form 10-KSB, the
disclosures are adequate to make the information presented not misleading.
Interim results are not necessarily indicative of results for a full year or any
future period.

Investment in Nanopierce

As of June 30, 2002, the Company owns approximately 11.7% of the outstanding
common stock of Nanopierce Technologies, Inc. ("Nanopierce"). The Company's
President/CEO is also the President/CEO of Nanopierce and is also a Director on
both Companys' boards of directors. The Company accounts for its investment in
Nanopierce under the equity method of accounting due to the Company's ability to
exercise significant influence over operating and financial policies of
Nanopierce.


                                        8
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


Nanopierce is engaged in the design, development and licensing of products using
its intellectual property, the PI Technology. The PI Technology consists of
patents, pending patent applications, patent applications in preparation, trade
secrets, trade names, and trade marks. The PI Technology is designed to improve
electrical, thermal and mechanical characteristics of electronic products.
Nanopierce has designated and is commercializing its PI Technology as the
Nanopierce Connection System (NCS) and markets the PI Technology to companies in
various industries for a wide range of applications. Nanopierce has not realized
any significant revenues through June 30, 2002.

The Company's ownership interest in Nanopierce's outstanding common stock
decreased from approximately 14.6% at October 1, 2001 to approximately 11.7% at
June 30, 2002. The decrease in the Company's ownership interest in Nanopierce
was due to the Company's sale of 569,924 shares of Nanopierce for approximately
$503,000 in January and March of 2002, the exchange of 80,000 shares of
Nanopierce to the Directors of Intercell for services valued at $112,000 (based
upon the quoted market price of Nanopierce common stock, $1.39 per share, at the
date of grant), and the exchange of 2,000,000 shares of Nanopierce in exchange
for the cancellation of warrants to purchase shares of Nanopierce (Note 2). The
decrease in the Company's ownership interest was offset by the Company receiving
845,000 Nanopierce shares in satisfaction of a note receivable (Note 5) and
330,000 Nanopierce shares as consideration for the sale of the Arizcan
subsidiary (Note 3). In connection with the sale of the Arizcan property, the
Company received 330,000 shares of Nanopierce valued at $247,000. During the six
months ended March 31, 2002, the carrying value of the investment in Nanopierce
was reduced to zero by the Company's proportionate share of net losses of
Nanopierce ($247,000).

At June 30, 2002, the Company owned 6,718,126 shares of Nanopierce common stock,
and based upon the closing bid price of $0.96 per share, the market value of the
Company's investment in Nanopierce common shares at June 30, 2002, was
approximately $6,449,000. The Company is subject to various restrictions on the
sale and/or exchange of Nanopierce shares owned by the Company, which limits the
marketability of this investment.

Derivative Instruments

Statement of Financial Accounting Standard (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.


                                        9
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


Management's  Plans

The Company has incurred significant operating losses. The Company has been able
to sell and/or exchange shares of Nanopierce common stock held by the Company
for cash or in exchange for services or liabilities, and may be able to perform
similar additional sales/exchanges during 2002, subject to various restrictions
on such sales/exchanges. The Company has also been in discussions with
investment bankers and financial institutions attempting to raise funds to
support current and future operations. This includes attempting to raise
additional working capital through the sale of additional capital stock or
through the issuance of debt.

On April 3, 2002 the Company signed an Agreement in Principle with VU Media
Duplications, Inc. (VU Media). The Agreement provided for the proposed merger of
the Company and VU Media after the fulfillment of certain obligations. On May
22, 2002, the Company withdrew from the proposed merger (Note 4).

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

In January 2002, the Company granted a warrant to a third party in exchange for
business consulting and advisory services. Under the warrant, the third party
had the right to purchase up to 1,000,000 shares of Nanopierce common stock held
by the Company, at an exercise price of $0.50 per share. The closing bid price
of the Nanopierce common stock was $0.83 per share at the date of grant. The
warrant was exercisable immediately, was due to expire in January 2007, and
contained a cashless exercise provision at the option of the holder. The warrant
was valued at $450,000 at the date of grant using the Black-Scholes pricing
model and as a result, general and administrative expense (consulting expense)
of $450,000 was recorded during the quarter ended March 31, 2002. The warrant
was considered a derivative financial instrument and was therefore recorded in
the balance sheet at fair value at the date of the transaction. As discussed
below, changes in the fair value of the warrant (unrealized gains and losses)
were recognized in earnings (loss) of the Company through May 22, 2002, the date
the warrant was cancelled.

In April 2002, the Company granted a second warrant to the same third party
consultant for additional consulting and advisory services. Under this warrant,
the third party had the right to purchase up to 4,000,000 shares of Nanopierce
common stock held by the Company, at an exercise price of $1.39 per share, which
was equivalent to the closing bid price of the Nanopierce common stock at the
date of the grant. This warrant was exercisable immediately, was due to expire
in April 2007, and contained a cashless exercise provision at the option of the
holder. This warrant was originally valued at $2,570,000 at the date of grant
using the Black-Scholes pricing model. This warrant was also considered a
derivative financial instrument, and changes in the fair value of this warrant
were also recognized in earnings (loss) of the Company through May 22, 2002, the
date this warrant was cancelled.


                                       10
<PAGE>
            INTERCELL  INTERNATIONAL  CORPORATION  AND  SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


In May 2002, the Company renegotiated the terms of the consulting agreement with
the third party discussed above, and on May 22, 2002, the holder of the two
warrants agreed to cancel both warrants in exchange for 2,000,000 shares of
restricted common stock of Nanopierce held by the Company. Based on the quoted
market price of the Nanopierce common stock at the date of the agreement, the
Nanopierce shares were valued at $1,640,000, which represented the renegotiated
value of the consulting services provided by the third party. The Company also
recognized an equivalent gain on exchange of affiliate stock of $1,640,000,
which represented the difference between the carrying value of the shares
exchanged ($0) and the market value of the shares ($0.82 per share).

In connection with the cancellation of the warrants and exchange of 2,000,000
Nanopierce shares, the Company reduced the derivative instrument liability to $0
(resulting in a $550,000 gain on cancellation of derivative instrument).

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

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

During the nine months ended June 30, 2001, the Company wrote down the carrying
amount of the Arizcan land by $53,000. The write down was based on negotiations
with potential buyers and consideration of market conditions based upon an
outstanding offer to buy the property.

4.  NOTE  RECEIVABLE
--------------------

In April 2002, the Company made an unsecured loan of $250,000 to VU Media in
connection with a proposed merger. The Company withdrew from the proposed merger
in May 2002. The note is due on demand and bears interest at eight percent.
Although the Company is continuing its collection efforts, an allowance has been
recorded, reserving the entire balance due to uncertainty as to collection.

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

Prior to October 1, 1999, the Company entered into an agreement to sell 845,000
shares of Nanopierce common stock held by the Company (with a carrying value of
$0, a market value of $0.36 per share, and an aggregate market value of
$304,000) in exchange for a $423,000 note receivable. As the carrying value of
the Nanopierce common stock exchanged for the $423,000 note receivable was $0,
the transaction resulted in a potential $423,000 gain. Due to the uncertainty
regarding the ultimate realization of the gain on the transaction, the note
receivable balance was classified


                                       11
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


as a reduction to stockholders' equity at the date of the transaction and
through September 30, 2001, and a liability was recorded for the potential
unrealized gain. A payment of $29,000 was received in September 1999, and was
recorded as a reduction to the note receivable. The purchaser of the stock had
the option of putting back to the Company the 845,000 shares of Nanopierce
common stock in full satisfaction of the note. In October 2001, the purchaser
returned to the Company the 845,000 shares of Nanopierce common stock in
satisfaction of the $394,000 note receivable from the purchaser.

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

In April 2002, the Company issued 100,000 shares of common stock to a Director
of the Company for services valued at $56,000, which was based on the market
value of the common stock of the Company at the date of the grant ($0.56 per
share). The Company has recorded this amount as general and administrative
expense (consulting expense).

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

A total of 177,125 shares of common stock were issued in December 2001 for the
automatic conversion of .2 shares of Series C preferred stock.

Warrants to purchase 36,769 shares of common stock expired on November 30, 2001.
At June 30, 2002, the Company has outstanding warrants to purchase 10,000 shares
of common stock at an exercise price of $3 per share. These warrants expire in
December 2002.

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

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


                                       12

<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2002 AND 2001
                                   (UNAUDITED)


Basic income (loss) per share of common stock is computed based on the weighted
average number of common shares outstanding during the period. Diluted EPS
includes the potential conversion of dilative stock options, warrants, and
convertible preferred stock. Stock options, warrants, and convertible preferred
stock are not considered in diluted EPS for those periods with net losses in the
calculation, as the impact of the potential common shares (approximately 348,850
shares at June 30, 2002 and 3,517,438 at June 30, 2001) would be to decrease
loss per share. Stock options and warrants were excluded from the computation of
diluted EPS for the three month period ended June 30, 2002, because the options
and warrants' exercise prices were greater than the average market price of the
common shares.

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

During November, 2000, the Company agreed to settle certain litigation and
$135,000 of BMI liabilities by paying $5,000 in cash and exchanging 37,000
restricted common shares of Nanopierce common stock held by the Company (with a
carrying value of $0, a market value of $2.00 per share, and a aggregate market
value of $74,000). Exchange of the shares resulted in a gain on exchange of
affiliate stock of $74,000. The Company recognized a $56,000 gain on the
settlement, which is presented as a gain on disposal of subsidiary. The
settlement agreement further stipulated that should the value of the Nanopierce
shares be less than $100,000, based on the closing asked share price, one year
from the date of the settlement, the Company is to exchange additional shares of
Nanopierce in an amount sufficient to obtain the $100,000 value. Based on the
closing ask share price of the Nanopierce common stock on the one-year
anniversary date, the Company recognized an additional liability of $74,000 at
September 30, 2001. In June 2002, the Company paid $100,000 to settle the
litigation and recorded an additional $26,000 of expense.

The Company, Nanopierce and Louis DiFrancesco, the inventor of the PI Technology
are involved in litigation relating to Nanopierce's ownership of its
intellectual property and the rights as to who should receive royalty payments
from licenses, which were outstanding as of September 3, 1996. On November 30,
1999, Nanopierce obtained a Court Order of Declaratory Judgment that it has
incontestable and exclusive ownership of all patents, patent applications,
licenses, trade names, trademarks, trade secrets and other intellectual
properties relating to the PI Technology. Mr. DiFrancesco filed an Appeal on
March 28, 2000 with the Colorado Court of Appeals regarding the Declaratory
Judgment. On December 6, 2001 the Colorado Court of Appeals rendered an opinion
of Judgment Reversed and Case Remanded with Directions. The Colorado Court of
Appeals found that there was not a settlement agreement and has ordered the case
continue to be heard by the District Court, City and County of Denver.

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


                                       13
<PAGE>
ITEM  2.  MANAGEMENTS'S  DISCUSSION  AND  ANALYSIS


     GENERAL

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

     PLAN  OF  OPERATION

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

     During  the  nine  months  ended  June  30, 2002, the Company completed the
following  significant  transactions:
     -    The Company sold its subsidiary, Arizcan Properties, Ltd., which owned
          an investment in land held for sale with a carrying value of $247,000,
          in exchange for 330,000 common shares of Nanopierce Technologies, Inc.
          ("Nanopierce")  common  stock  owned  by  the  Company;
     -    the  Company  received  845,000  common  shares  of  Nanopierce  in
          satisfaction  of  a  $394,000  note  receivable;
     -    the Company paid $10,000 and issued 226,365 shares of its common stock
          in satisfaction of a $44,000 note payable and related accrued interest
          of  $2,000;
     -    the Company sold 569,924 common shares of Nanopierce for approximately
          $503,000;  and,
     -    the  Company  entered into a business consulting and advisory services
          agreement  in exchange for 2,000,000 shares of Nanopierce common stock
          held  by  the  Company  valued  at  $1,640,000.

     As of June 30, 2002, the Company owns approximately 11.7% of the
outstanding common stock of Nanopierce. The Company's President/CEO is also the
President/CEO of Nanopierce and is also a Director on both Companys' boards of
directors. The Company accounts for its investment in Nanopierce under the
equity method of accounting due to the Company's ability to exercise significant
influence over operating and financial policies of Nanopierce. Nanopierce is
engaged in the design, development and licensing of products using its
intellectual property, the PI Technology. The PI Technology consists of patents,
pending patent applications, patent applications in preparation, trade secrets,
trade names, and trade marks. The PI Technology is designed to improve


                                       14
<PAGE>
electrical, thermal and mechanical characteristics of electronic products.
Nanopierce has designated and is commercializing its PI Technology as the
Nanopierce Connection System (NCS) and markets the PI Technology to companies in
various industries for a wide range of applications. Nanopierce has not realized
any significant revenues through June 30, 2002.

     On April 3, 2002 the Company signed an Agreement in Principle with VU Media
Duplications, Inc. (VU Media). The Agreement provided for the proposed merger of
the Company and VU Media after the fulfillment of certain obligations. On May
22, 2002 the Company withdrew from the proposed merger.

RESULTS  OF  OPERATIONS

Revenues

     The Company had no revenue from continuing operations for the nine months
or three months ended June 30, 2002 or 2001.

General  and  Administrative  Expenses

     General and administrative expenses were $1,455,000 and $1,959,000 for the
three months and nine months ended June 30, 2002 compared to $89,000 and
$203,000 for the three months and nine months ended June 30, 2001. The increase
is primarily attributable to a $1,640,000 consulting expense charge incurred
during the nine months ended June 30, 2002.

Other  Income/Expense

     During the nine months ended June 30, 2001 the Company wrote down the
carrying amount of the Arizcan property from $300,000 to $247,000 based upon a
letter agreement to purchase the property which expired in March 2001. Based on
the agreement, the Company recorded an impairment of $53,000 on the value of the
land.

     The Company recognized gains of $2,284,000 for nine months ended June 30,
2002 ($1,752,000 for the three months ended June 30, 2002) on the sale and
exchange of Nanopierce common stock compared to gains of $139,000 for the nine
months ended June 30, 2001 ($65,000 for the three months ended June 30, 2001).

     In January 2002, the Company granted a warrant to a third party in exchange
for business consulting and advisory services. Under the warrant, the third
party had the right to purchase up to 1,000,000 shares of Nanopierce common
stock held by the Company, at an exercise price of $0.50 per share. The closing
bid price of the Nanopierce common stock was $0.83 per share at the date of
grant. The warrant was exercisable immediately, was due to expire in January
2007, and contained a cashless exercise provision at the option of the holder.
The warrant was valued at $450,000 at the date of grant using the Black-Scholes
pricing model and as a result, general and administrative expense (consulting
expense) of $450,000 was recorded during the quarter ended March 31, 2002. The
warrant was considered a derivative financial instrument and was therefore
recorded in the balance sheet at fair value at the date of the transaction. As
discussed below, changes in the fair value of the warrant (unrealized gains and
losses) were recognized in earnings (loss) of the Company through May 22, 2002,
the date the warrant was cancelled.


                                       15
<PAGE>
     In April 2002, the Company granted a second warrant to the same third party
consultant for additional consulting and advisory services. Under this warrant,
the third party had the right to purchase up to 4,000,000 shares of Nanopierce
common stock held by the Company, at an exercise price of $1.39 per share, which
was equivalent to the closing bid price of the Nanopierce common stock at the
date of the grant. This warrant was exercisable immediately, was due to expire
in April 2007, and contained a cashless exercise provision at the option of the
holder. This warrant was originally valued at $2,570,000 at the date of grant
using the Black-Scholes pricing model. This warrant was also considered a
derivative financial instrument, and changes in the fair value of this warrant
were also recognized in earnings (loss) of the Company through May 22, 2002, the
date this warrant was cancelled.

     In May 2002, the Company renegotiated the terms of the consulting agreement
with the third party discussed above, and on May 22, 2002, the holder of the two
warrants discussed above agreed to cancel both warrants in exchange for
2,000,000 shares of restricted common stock of Nanopierce held by the Company.
Based on the quoted market price of the Nanopierce common stock at the date of
the agreement, the Nanopierce shares were valued at $1,640,000, which
represented the renegotiated value of the consulting services provided by the
third party. The Company also recognized an equivalent gain on exchange of
affiliate stock of $1,640,000, which represented the difference between the
carrying value of the shares exchanged ($0) and the market value of the shares
($0.82 per share).

     In connection with the cancellation of the warrants and exchange of
2,000,000 Nanopierce shares, the Company reduced the derivative instrument
liability to $0 (resulting in a $550,000 gain on cancellation of derivative
instrument).

     In April 2002, the Company made an unsecured loan of $250,000 to VU Media
in connection with a proposed merger. The Company withdrew from the proposed
merger in May 2002. The note is due on demand and bears interest at eight
percent. Although the Company is continuing its collection efforts, an allowance
for has been recorded, reserving the entire balance due to uncertainty as to
collection.

     The consolidated financial statements reflect Nanopierce as an investment
accounted for under the equity method of accounting. The Company's investment in
Nanopierce was carried at zero through September 30, 2001 in the Company's
financial statements and therefore the equity method was suspended and the
Company's share of Nanopierce's losses was not recorded. During the nine months
ended June 30, 2002 the Company received Nanopierce shares in exchange for the
land. The Nanopierce shares were valued at $247,000. At June 30, 2002, the
carrying amount of the investment in Nanopierce is zero after recording a loss
of $247,000 from its equity in Nanopierce's loss for the nine months ended June
30, 2002 (none for the three months ended June 03, 2002). Therefore, the Company
has again suspended the equity method of accounting. The Company accounts for
its investment in Nanopierce under the equity method of accounting due to the
Company's ability to exercise significant influence over operations and
financial policies of Nanopierce even though the voting ownership interest is
below 20% (approximately 11.7% at June 30, 2002).

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


                                       16
<PAGE>
Discontinued  Operations

     During November, 2000, the Company agreed to settle certain litigation and
$135,000 of BMI liabilities by paying $5,000 in cash and issuing 37,000
restricted common shares of Nanopierce common stock held by the Company (with a
carrying value of $0, and a aggregate market value of $74,000). As a result, the
Company recognized a $56,000 gain, which is presented as a gain on disposal of
subsidiary.

Liquidity  and  Capital  Resources

     During the nine months ended June 30, 2002 the Company's cash and cash
equivalents decreased by $23,000. Cash used in operations was $191,000, which
included a $100,000 payment to settle the liability owed in connection with the
BMI litigation. Cash used in financing activities of $136,000 was used to pay
down notes to related parties. Cash provided by investing activities included
$503,000 from the sale of Nanopierce common stock and $51,000 of payments
received on related party receivables. Cash of $250,000 was used in investing
activities in connection with the loan to Vu Media.

     During the nine months ended June 30, 2002 the Company had no capital
expenditures.

     To the extent the Company's operations are not sufficient to fund the
Company's capital requirements, the Company may enter into a revolving loan
agreement with a financial institution, attempt to raise additional capital
through the sale of additional capital stock or through the issuance of debt, or
sell shares of Nanopierce common stock held as an investment by the Company. At
June 30, 2002, the Company owned 6,718,126 shares of Nanopierce common stock
with a market value of approximately $6,449,000, based upon the closing bid
price of $0.96 per share. The Company is subject to various restrictions on the
sale and/or exchange of Nanopierce shares owned by the Company, which limits the
marketability of this investment. At the present time the Company does not have
a revolving loan agreement with any financial institution nor can the Company
provide any assurances that it will be able to enter into any such agreement in
the future or be able to raise funds through the further issuance of debt or
equity in the Company.

     RECENTLY  ISSUED  ACCOUNTING  STANDARDS

     In August 2001, the FASB issued SFAS No. 144, Accounting for Impairment of
Disposal of Long-Lived Assets, which addresses accounting and financial
reporting for the impairment or disposal of long-lived assets. This statement is
effective for fiscal years beginning after December 15, 2001. The Company is
currently assessing the impact, if any, that SFAS No. 144 may have on its
financial condition and results of operations.


                                       17

<PAGE>
     In December 1999, the staff of the Securities and Exchange Commission
issued Staff Accounting Bulletin ("SAB") No. 101, Revenue Recognition in
Financial Statements. SAB No. 101, as amended by SAB No. 101A and SAB No. 101B,
was effective no later than the fourth fiscal quarter of fiscal years beginning
after December 15, 1999. SAB No. 101 provides the Staff's views in applying
generally accepted accounting principles to selected revenue recognition issues.
Currently, the Company believes that it complies with the accounting and
disclosure described in SAB No. 101.

Critical  accounting  policies

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

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

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

Derivative  instruments

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

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

Equity  Investment

     Entities where the Company can exercise significant influence, but not
control, are accounted for under the equity method of accounting. Whether or not
the Company exercises significant influence with respect to an entity depends on
an evaluation of several factors including, among others, representation on the
entity's board of directors and ownership level, generally 20% to 50% interest
in the voting securities of the company including voting rights associated with
the Company's holdings in


                                       18
<PAGE>
common, preferred and other convertible instruments of the entity. Under the
equity method of accounting, our share of the earnings or losses of the entity
is included in the Company's earnings (loss) until such a point that our
investment has been written down to $0. At that time, recognition of our
proportionate share of the equity investee's losses are suspended. The Company
accounts for its investment in Nanopierce under the equity method of accounting.

Stock  Transactions

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

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

Litigation

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


                                       19
<PAGE>
                           PART II - OTHER INFORMATION


                           ITEM 1.  LEGAL PROCEEDINGS

During November, 2000, the Company agreed to settle certain litigation and
$135,000 of BMI liabilities by paying $5,000 in cash and exchanging 37,000
restricted common shares of Nanopierce common stock held by the Company (with a
carrying value of $0, a market value of $2.00 per share, and a aggregate market
value of $74,000). Exchange of the shares resulted in a gain on exchange of
affiliate stock of $74,000. The Company recognized a $56,000 gain on the
settlement, which is presented as a gain on disposal of subsidiary. The
settlement agreement further stipulated that should the value of the Nanopierce
shares be less than $100,000, based on the closing asked share price, one year
from the date of the settlement, the Company is to exchange additional shares of
Nanopierce in an amount sufficient to obtain the $100,000 value. Based on the
closing ask share price of the Nanopierce common stock on the one-year
anniversary date, the Company recognized an additional liability of $74,000 at
September 30, 2001. In June 2002, the Company paid $100,000 to settle the
litigation and recorded an additional $26,000 of expenses.

The Company, Nanopierce and Louis DiFrancesco, the inventor of the PI Technology
are involved in litigation relating to the Nanopierce's ownership of its
intellectual property and the rights as to who should receive royalty payments
from licenses, which were outstanding as of September 3, 1996. On November 30,
1999, Nanopierce obtained a Court Order of Declaratory Judgment that it has
incontestable and exclusive ownership of all patents, patent applications,
licenses, trade names, trademarks, trade secrets and other intellectual
properties relating to the PI Technology. Mr. DiFrancesco filed an Appeal on
March 28, 2000 with the Colorado Court of Appeals regarding the Declaratory
Judgment. On December 6, 2001 the Colorado Court of Appeals rendered an opinion
of Judgment Reversed and Case Remanded with Directions. The Colorado Court of
Appeals found that there was not a settlement agreement and has ordered the case
continue to be heard by the District Court, City and County of Denver.

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


                        ITEM 2.     CHANGES IN SECURITIES

The Company made the following unregistered sales of its securities from April
1, 2002 to June 30, 2002.

      Date        Title of      Amount of
     of Sale     Securities     Securities    Consideration       Purchaser
     -------    ------------    ----------    -------------    ----------------

     4-18-02    Common Stock     100,000       Services as     Charles E. Bauer
                                                Director


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


EXHIBITS

Exhibit 11  Statement of Computation of Net Income (Loss) per Share


REPORTS  ON  FORM  8-K

May  30,  2002  - Report Form 8-K regarding withdrawal from a proposed merger of
the  Company  and  VU  Media Duplications, Inc., cancellation of 1,000,000 share
warrant  issued  in January 2002, cancellation of 4,000,000 share warrant issued
in  April  2002, and transfer of 2,000,000 restricted common stock of Nanopierce
Technologies,  Inc.  owned  by the Company for business consulting, advisory and
financial  services.


                                       21
<PAGE>
                                   SIGNATURES

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

                                       INTERCELL INTERNATIONAL CORPORATION
                                       (REGISTRANT)

Date:  August 13, 2002              By:  /s/  Paul  H.  Metzinger
                                    ------------------------------------------
                                       Paul H. Metzinger, President,
                                       Chief Executive Officer &
                                       Chief Financial Officer



                                       22
<PAGE>