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, 2001

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)

               Colorado                                  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

           Intercell Corporation
        370 17th Street, Suite 3580
           Denver, Colorado 80202
(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 27, 2001 there were 4,995,100 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, 2001                                                       2

    Condensed Consolidated Statements of Operations
       Three and Nine Months Ended June 30, 2001 and 2000                  3

    Condensed Consolidated Statement of Changes in Stockholders' Deficit
       Nine Months Ended June 30, 2001                                     5

    Condensed Consolidated Statements of Cash Flows
       Nine Months Ended June 30, 2001 and 2000                            6

    Notes to Condensed Consolidated Financial Statements
       Nine Months Ended June 30, 2001 and 2000                            7


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS                             14


PART II - OTHER INFORMATION                                               17


ITEM 2.  CHANGES IN SECURITIES                                            17

ITEM 6.  EXHIBITS AND REPORTS IN FORM 8-K                                 17


    SIGNATURES                                                            18


<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, 2001, and
the  related condensed consolidated statements of operations for the three-month
and  nine-month  periods  ended June 30, 2001 and 2000, changes in stockholders'
deficit  for  the  nine-month period ended June 30, 2001, and cash flows for the
nine-month  periods  ended  June 30, 2001 and 2000. 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 generally accepted auditing standards, the objective of which is
the  expression  of  an  opinion  regarding  the financial statements taken as a
whole.  Accordingly,  we  do  not  express  such  an  opinion.

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


GELFOND  HOCHSTADT  PANGBURN,  P.C.


Denver,  Colorado
August 10,  2001


                                        1
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEET
                                  JUNE 30, 2001
                                   (UNAUDITED)


Assets
------

Current assets:
  Cash and cash equivalents                                     $      4,000
                                                                -------------

    Total current assets                                               4,000
                                                                -------------

Notes receivable - related party                                      25,000
Deposit                                                                4,000
Investment in land held for sale                                     247,000
Restricted cash                                                       23,000
                                                                -------------
                                                                     299,000
                                                                -------------

       Total assets                                             $    303,000
                                                                =============

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

Current liabilities:
  Bank overdraft                                                $     33,000
  Accounts payable                                                    60,000
  Accrued liabilities                                                293,000
  Notes payable - related party                                       93,000
  Note payable - other                                                44,000
  Deferred gain under agreement to sell affiliate stock              723,000
  Liabilities of discontinued operations                           1,086,000
                                                                -------------
    Total liabilities (all current)                                2,332,000
                                                                -------------

Commitment and contingencies

Stockholders' deficit:
  Convertible preferred stock; $0.001 par value;
   500,000 shares authorized:
    Series C; 1.3 shares issued and outstanding
     (liquidation preference of $354,000)                            298,000
    Series D; 54 shares issued and outstanding
     (liquidation preference of $3,267,000)                        2,957,000
    Series E; 50 shares issued and outstanding
     (liquidation preference of $110,000)                              8,000
  Warrants to acquire common stock                                 3,045,000
  Common stock; $0.001 par value; 5,000,000 shares authorized
   4,995,100 shares issued and outstanding                             5,000
  Additional paid-in capital                                      29,999,000
  Accumulated deficit                                            (37,647,000)
  Receivable under agreement to sell affiliate stock             (   694,000)
                                                                -------------
      Total stockholders' deficit                                ( 2,029,000)
                                                                -------------

        Total liabilities and stockholders' deficit             $    303,000
                                                                =============

See  accompanying  notes  to  condensed  consolidated  financial  statements.


                                        2
<PAGE>
<TABLE>
<CAPTION>
                    INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                 THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                        (UNAUDITED)


                                         Three Months Ended          Nine Months Ended
                                              June 30,                     June 30,
                                    ---------------------------  --------------------------
                                        2001           2000          2001          2000
                                    -------------  ------------  ------------  ------------
<S>                                 <C>            <C>           <C>           <C>
General and administrative
  expense                           $     89,000       101,000       203,000       290,000
Impairment of investment in
  land (Note 2)                                -       200,000        53,000       200,000
                                    -------------  ------------  ------------  ------------

Loss from operations                 (    89,000)  (   301,000)  (   256,000)  (   490,000)
                                    -------------  ------------  ------------  ------------

Gain on sale and exchange of
  affiliate stock (Note 7 and 8)          65,000             -       139,000       876,000
Interest income                                -         2,000         2,000         3,000
Interest expense                     (     1,000)  (     2,000)  (     6,000)  (    27,000)
                                    -------------  ------------  ------------  ------------
                                          64,000             -       135,000       852,000
                                    -------------  ------------  ------------  ------------

Income (loss) from
  continuing operations              (    25,000)  (   301,000)  (   121,000)      362,000
                                    -------------  ------------  ------------  ------------

Discontinued operations:
  Gain on disposal of
   subsidiaries (Note 7 and 8)                 -             -        56,000             -
                                    -------------  ------------  ------------  ------------

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

Income (loss) before
  extraordinary item                 (    25,000)  (   301,000)  (    65,000)      362,000

Extraordinary gain on
  extinguishment of debt                       -        98,000             -        98,000
                                    -------------  ------------  ------------  ------------

Net income (loss)                    (    25,000)  (   203,000)  (    65,000)      460,000

Deemed dividend on Series C and D
  preferred stock relating to
  in-the-money conversion terms      (    14,000)  (    14,000)  (    43,000)  (    43,000)
Accrued dividends on Series D
   and E preferred stock             (    39,000)  (    39,000)  (   117,000)  (   114,000)
Accretion on Series C and E
  preferred stock                    (     6,000)  (    90,000)  (    16,000)  (   103,000)
                                    -------------  ------------  ------------  ------------

Net income (loss) applicable to
  common stockholders               $(    84,000)  (   346,000)  (   241,000)      200,000
                                    =============  ============  ============  ============
</TABLE>

                                   (Continued)


                                        3
<PAGE>
<TABLE>
<CAPTION>
                  INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                THREE MONTHS AND NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                       (UNAUDITED)
                                       (CONTINUED)


                                        Three Months Ended           Nine Months Ended
                                               June 30,                  June 30,
                                    ---------------------------  -----------------------
                                        2001           2000          2001        2000
                                    -------------  ------------  ------------  ---------
<S>                                 <C>            <C>           <C>           <C>
Net income (loss) per share,
  applicable to common
  stockholders:

   Basic:
    Income (loss)
     from continuing operations     $(      0.02)  (      0.09)  (      0.06)        0.02
    Gain from discontinued
     operations                             0.00          0.00          0.01         0.00
    Extraordinary gain                      0.00          0.02          0.00         0.02
                                    -------------  ------------  ------------  ----------

    Net income (loss)               $(      0.02)  (      0.07)  (      0.05)        0.04
                                    =============  ============  ============  ==========

   Diluted:
    Income (loss)
     from continuing operations     $(      0.02)  (      0.09)  (      0.06)        0.01
    Gain from discontinued
     operations                             0.00          0.00          0.01         0.00
    Extraordinary gain                      0.00          0.02          0.00         0.01
                                    -------------  ------------  ------------  ----------

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

Weighted average number of common
  shares outstanding:
    Basic                              4,995,100     4,994,559     4,995,100    4,652,213
                                    =============  ============  ============  ==========
    Diluted                            4,995,100     4,994,559     4,995,100   10,091,142
                                    =============  ============  ============  ==========
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        4
<PAGE>
<TABLE>
<CAPTION>
                                    INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                            CONDENSED CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' DEFICIT
                                               NINE MONTHS ENDED JUNE 30, 2001
                                                         (UNAUDITED)

                                                                                                    Receivable
                                                                                                      under
                          Convertible                                                               Agreement
                        Preferred Stock      Warrants to          Common Stock          Additional   to Sell
                     ----------------------    Acquire     ---------------------------   Paid-In    Affiliate   Accumulated
                      Shares      Amount     Common Stock     Shares        Amount        Capital      Stock      Deficit
                     ---------  -----------  ------------  ------------  -------------  ----------  ----------  ------------
<S>                  <C>        <C>          <C>           <C>           <C>            <C>         <C>         <C>
Balances
  October 1, 2000,    2,106.0   $ 3,087,000     3,045,000   99,898,188   $ 22,762,000    7,242,000   (694,000)  (37,406,000)

Reverse stock split  (2,000.7)            -             -  (94,903,088)   (22,757,000)  22,757,000          -             -

Amortization of
  deemed dividend           -        43,000             -            -              -            -          -   (    43,000)
Accrual of
  preferred stock
  dividend                  -       117,000             -            -              -            -          -   (   117,000)
Accretion on
  preferred stock           -        16,000             -            -              -            -          -   (    16,000)
Net loss                    -             -             -            -              -            -          -   (    65,000)
                     ---------  -----------  ------------  ------------  -------------  ----------  ----------  ------------

Balances
                        105.3   $ 3,263,000     3,045,000    4,995,100   $      5,000   29,999,000  ( 694,000)  (37,647,000)
                     =========  ===========  ============  ============  =============  ==========  ==========  ============

                         Total
                     Stockholders'
                        Deficit
                     -------------
<S>                  <C>
Balances
  October 1, 2000,     (1,964,000)

Reverse stock split             -

Amortization of
  deemed dividend               -
Accrual of
  preferred stock               -
  dividend                      -
Accretion on
  preferred stock               -
Net loss               (   65,000)
                     -------------

Balances
                       (2,029,000)
                     =============
</TABLE>

          See accompanying notes to consolidated financial statements.


                                        5
<PAGE>
<TABLE>
<CAPTION>
               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
                  CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                    (UNAUDITED)


                                                           NINE MONTHS ENDED
                                                                JUNE 30,
                                                                --------
                                                           2001           2000
                                                       -------------  ------------
<S>                                                    <C>            <C>
Cash flows from operating activities:
 Net income (loss)                                     $(    65,000)      460,000
 Less gain from discontinued operations                 (    56,000)            -
                                                       -------------  ------------
   Income (loss) from continuing operations             (   121,000)      460,000
 Adjustments to reconcile net income (loss)
   to net cash used in operating activities:
  Extraordinary gain on extinguishment of debt                    -   (    98,000)
  Loss from asset impairment                                 53,000       200,000
  Gain on sale and exchange of affiliate stock          (   139,000)  (   876,000)
  Changes in operating assets and liabilities:
   Increase in deposit                                  (     4,000)            -
   Increase in restricted cash                          (     1,000)            -
   Increase (decrease) in accounts payable
     and accrued liabilities                                 17,000   (   157,000)
   Decrease in payables to related parties                        -   (    74,000)
                                                       -------------  ------------
    Net cash used in operating activities
      of continuing operations                          (   195,000)  (   545,000)
                                                       -------------  ------------
Cash flows from investing activities:
 Proceeds from sale of Nanopierce common stock               65,000       600,000
 Increase in notes receivable                           (    25,000)  (     7,000)
                                                       -------------  ------------
    Net cash provided by investing activities
      of continuing operations                               40,000       593,000
                                                       -------------  ------------
Cash flows from financing activities:
 Proceeds from note payable to related party                 93,000             -
 Payment on note payable to related parties             (    23,000)            -
 Payment on note payable - other                        (     6,000)            -
 Proceeds from sale of convertible preferred stock                -       100,000
                                                       -------------  ------------
    Net cash provided by financing activities                64,000       100,000
                                                       -------------  ------------
Cash flows from discontinued operations:
    Net cash used in operations                         (     5,000)            -
                                                       -------------  ------------
Net increase (decrease) in cash and cash equivalents    (    96,000)      148,000
Cash and cash equivalents, beginning of period              100,000        10,000
                                                       -------------  ------------
Cash and cash equivalents, end of period               $      4,000       158,000
                                                       =============  ============

Supplemental disclosure of cash flow information:
 Cash paid for interest                                $      9,000             -
                                                       =============  ============

Supplemental disclosure of noncash investing and financing activities:

                                                            2001          2000
                                                       -------------  ------------
Acquisition of convertible debt, warrant,
  accrued interest and related payables in exchange
  for common stock and affiliate stock:
    Common stock                                                  -       802,000
    Affiliate stock                                               -       276,000
Amortization of deemed dividend on preferred stock           43,000        43,000
Accrual of preferred stock dividend                         117,000       114,000
Accretion on preferred stock                                 16,000       103,000
Exchange of affiliate stock for liabilities of
  discontinued operations                                    74,000             -
</TABLE>

See  accompanying  notes  to  consolidated  financial  statements.


                                        6
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


1.  BUSINESS,  ORGANIZATION  AND  SUMMARY  OF  SIGNIFICANT  ACCOUNTING POLICIES:
--------------------------------------------------------------------------------

Presentation  of  Interim  Information

The  accompanying  consolidated  financial  statements  include  the accounts of
Intercell  International  Corporation,  a Nevada corporation, formally Intercell
Corporation,  as  discussed  below  (the  Company), and its subsidiaries Sigma 7
Corporation  (Sigma 7) and BMI Acquisition Group, Inc. (BMI), (corporations that
filed  for  voluntary liquidation under Chapter 7 of the U.S. Bankruptcy Code on
December  31,  1998),  Particle Interconnect Corp., and Arizcan Properties, Ltd.
All  significant  intercompany accounts and transactions have been eliminated in
consolidation.

Additionally  as  described below, the consolidated financial statements reflect
Nanopierce  Technologies, Inc. (Nanopierce) as an investment accounted for under
the  equity  method  of  accounting  through  September 30, 2000.  The Company's
investment  in  Nanopierce  is  carried  at  zero  in  the  Company's  financial
statements  and therefore the equity method has been suspended and the Company's
share  of  Nanopierce's  losses  has  not been recorded.  During the nine months
ended June 30, 2001, the Company's voting ownership interest decreased below 20%
(approximately  15.8%  at  June  30,  2001).

In  the  opinion  of  the  management of the Company, the accompanying unaudited
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, 2000.
It  is  the  Company's  opinion  that  when  the  interim statements are read in
conjunction  with  the  September  30,  2000  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.


                                        7
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


The  Company  incurred  significant  operating  losses and has a working capital
deficiency  and  a  stockholders' deficit at June 30, 2001. The Company has been
able  to  sell  and/or  exchange  shares  of Nanopierce common stock held by the
Company  for  cash  or  in  exchange for services or liabilities in the past and
during  the  nine months ended June 30, 2001, and may be able to perform similar
transactions  in  the  future,  subject  to  various  restrictions  on  such
sales/exchanges  of  Nanopierce  common stock. During the nine months ended June
30,  2001,  the  Company  exchanged  37,000 shares of its stock of Nanopierce to
settle  certain  litigation  (Note 9) and the Company sold 325,000 shares of its
Nanopierce  common  stock for $65,000 ($0.20 per share), which resulted in a .6%
decrease  in the Company's ownership interest in Nanopierce. The market value of
the  Company's common stock at the date of sale was $0.30 per share. 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  (Note  5)  or  through  the  issuance  of  debt.

Re-incorporation  and  Common  Stock  Split

At  a  special  meeting  of  shareholders  held on May 14, 2001 the shareholders
approved  a  change  of  the  Company's  state of incorporation from Colorado to
Nevada.  The  re-incorporation was accomplished by merging Intercell Corporation
into Intercell International Corporation, a wholly-owned subsidiary of Intercell
Corporation, formed on May 5, 2000 for the sole purpose of the re-incorporation.
The  Board of Directors, subsequent to the re-incorporation, approved a 1-for-20
reverse  split  of  the  preferred stock and common stock thereby decreasing the
number  of issued and outstanding preferred and common shares and increasing the
par value of each share to $0.001.  All references in the accompanying financial
statements  to  the  number of preferred and common shares and per share amounts
have  been  restated  to  reflect  the  stock  split.

Accounting  for  Investment  in  Nanopierce and Restatement of 1999 Consolidated
Financial  Statements

During the quarter ended September 30, 1999, the Company's ownership interest in
Nanopierce  was  reduced  to  below 50%.  In the previously issued September 30,
1999  consolidated  financial  statements,  the Company reported Nanopierce as a
consolidated  subsidiary  through  September  30, 1999, based on several factors
which were believed to constitute a controlling financial interest in Nanopierce
by  Intercell,  including  common  ownership  by  the  President of the Company.

Subsequent  to  the  original  issuance  of  the  Company's  September 30, 1999,
consolidated  financial  statements,  and based upon a further evaluation of the
factors  utilized  in  determining  a controlling financial interest, management
determined  that  beginning in July 1999, the Company's investment in Nanopierce
should  be  accounted  for  under  the  equity  method  of  accounting.


                                        8
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


At  June  30,  1999, and through September 30, 1999, the Company's investment in
Nanopierce was $0.  Therefore, as a result of the Company's change to the equity
method  to  account  for  its  investment  in  Nanopierce, the Company suspended
recognition of its proportionate share of Nanopierce's net losses beginning with
the  fourth  quarter  ended  September  30,  1999,  and accordingly, the Company
restated  its  1999 consolidated financial statements to reflect this accounting
change,  as  presented  in  the  Company's  September  30,  2000  Form  10-KSB.

In  the  previously  issued December 31, 1999 consolidated financial statements,
included  in  the  Company's  December  31,  1999  Form  10-QSB, the Company had
previously reported Nanopierce as a consolidated subsidiary through December 31,
1999.  At  September  30,  1999  and  through  December  31, 1999, the Company's
investment  in  Nanopierce  continued  to  be  $0,  and the Company continued to
suspend recognition of its proportionate share of Nanopierce's net losses during
the  quarter  ended  December 31, 1999.  Accordingly, the Company's consolidated
financial  statements  as  of  and  for the quarter ended December 31, 1999 were
restated  to  reflect  the  accounting  change  as  follows:

                                     As previously
                                        Reported              As restated
                                     -------------           ------------

     Total assets                    $   692,000                 522,000
     Total liabilities                 6,280,000               5,675,000
     Stockholders' deficit            (5,588,000)             (5,153,000)

     Net loss                         (  904,000)             (  106,000)
     Net loss applicable to
      Common stockholders             (  963,000)             (  165,000)
     Net loss per share applicable
      to common stockholders:         (     0.01)             (     0.00)

On  February 13, 2001, the Company filed amended Forms 10-QSB/A for the quarters
ended  December  31,  1999  and  March  31,  2000  to  report  the  restatement.


                                        9
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


At  September  30,  2000,  the  Company's  ownership  interest  in  Nanopierce's
outstanding  common  stock was approximately 25.3%.  In October 2000, Nanopierce
issued  118,209  shares of its common stock in connection with the conversion of
$150,000  of  debt and accrued interest of $5,104 to equity, resulting in a .08%
decrease  in the Company's ownership interest.  In October 2000, Nanopierce also
issued  9,532,520  shares  of  its  common stock upon the exercise of a warrant,
resulting  in  a  4.2%  decrease in the Company's ownership interest, and issued
4,531,613  shares of its common stock in exchange for cash of $7,500,000 ($1.655
per share) resulting in a 2.8% decrease in the Company's ownership interest.  In
March  2001 Nanopierce issued 2,143,975 additional shares in connection with the
$7,500,000  financing  resulting  in  a  .7% decrease in the Company's ownership
interest.  In May 2001 Nanopierce issued 3,125,000 shares of its common stock in
connection  with  a  retainer  for  legal  services and issued 24,000 shares for
investor  relation  services  resulting  in  a  1.0%  decrease  in the Company's
ownership  interest.

At June  30, 2001, the Company owned 8,808,050 shares of Nanopierce common stock
(an  approximate  15.8% ownership interest) with a market value of approximately
$5,600,000, based upon the closing bid price of $0.64 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.

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 improves 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
revenue  through  June  30,  2001.


                                       10
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


2.  INVESTMENT  IN  LAND  HELD  FOR  SALE
-----------------------------------------

The  investment  in  land  held  for  sale consists of approximately 94 acres of
undeveloped  rangeland  located  in  Arizona.  The Company entered into a letter
agreement  with  a  potential  buyer  that  provided  for  a  sales  price  of
$250,000,consisting  of  cash  of  $100,000  and  a  note  for $150,000 due upon
development of the property.  The Company concluded that an impairment charge of
$53,000  was  necessary at December 31, 2000 to reduce the carrying value of the
land  to  its  estimated  fair  value ($250,000) less estimated costs to sell of
$3,000.  The  letter  agreement  with  the  potential buyer expired on March 31,
2001,  however,  the  Company  is  still  in  discussions with this party and is
attempting  to  negotiate  a  new  closing  date  to  complete  the sale of this
property.

3.  NOTES RECIEVABLE - RELATED PARTY
------------------------------------

During  the nine months ended June 30, 2001, the Company advanced $25,000 to the
President  of the Company. The notes are non-interest bearing, unsecured and due
on  demand.

4.  NOTE  PAYABLE
-----------------

During  the  nine  months  ended  June  30,  2001  Nanopierce loaned the Company
$93,000.  The  note  is unsecured, bears interest at 5.75% per annum, and is due
on  demand.

During  the nine months ended June 30, 2001 the Company paid a note payable to a
related  party in the amount of $23,000 plus accrued interest and paid $5,000 on
a  note  payable  plus  accrued  interest  of  $9,000.

5.  AUTHORIZED  CAPITAL
-----------------------

The Company's authorized capital consists of, among other classes of securities,
5,000,000  common shares.  As of June 30, 2001 there are 4,995,100 common shares
issued  and  outstanding.  In  addition,  the  Company  has  outstanding certain
classes  of  securities which are convertible into common shares which would, if
converted,  cause  the  Company to exceed its authorized common shares.  This is
prohibited  until  the  Company  is  able  to


                                       11
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


convene a Special Meeting of the Shareholders pursuant to the proxy solicitation
requirements of Section 14 of the Securities Act of 1934,which means the Company
is  or  will  be in default of certain terms and conditions of such instruments.
The  securities  affected  consist  of  the  following  as  of  June  30,  2001:

         (1)  1.3 shares of Series C Preferred shares,
         (2)  54 shares of Series D Preferred shares,
         (3)  Warrants convertible into 111,373 shares; and
         (4)  Options convertible into 346,350 common shares.

The  Company  held a  special  meeting  on August 9, 2001 to among other things,
increase  its  authorized  common  shares,  par  value of $0.001 per share, from
5,000,000  to 20,000,000 shares and to increase its authorized preferred shares,
par  value  of  $0.001  per  share,  from  500,000  to  20,000,000  shares.

6.  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.

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 stock options, warrants, convertible debt
and  convertible preferred stock.  Stock options, warrants, convertible debt 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  3,517,438  shares  at  June 30, 2001 and approximately 2,573,075
shares  at  June  30,  2000)  would  be  to  decrease  loss  per  share.

7.  BUSINESS  RISK
------------------

The  Company  and  Nanopierce,  are subject to risks and uncertainties common to
technology-based  companies, including rapid technological change, dependence on
principal  products  and  third-party  technology, new product introductions and
other  activities  of  competitors,  dependence  on  key  personnel, and limited
operating  history.


                                       12
<PAGE>
              INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                    NINE MONTHS ENDED JUNE 30, 2001 AND 2000
                                   (UNAUDITED)


8.  DISCONTINUED  OPERATIONS
----------------------------

Liabilities  of  discontinued  operations at June 30, 2001, consist of remaining
BMI  liabilities  as  follows:

Accounts  payable  and  accrued  liabilities             $   737,000
Notes  payable                                               240,000
Other  liabilities                                           109,000
                                                         -----------
                                                         $ 1,086,000
                                                         ===========

During  the  nine  months  ended June 30, 2001, $135,000 of BMI liabilities were
satisfied  in  connection  with the settlement of certain litigation against the
Company  (see  Note 8). The liabilities of $1,086,000 remain on the books of BMI
as  of June 30, 2001, pending a final judgment from the U.S. Bankruptcy Court as
to the disposition of these BMI liabilities. On July 30, 2001, these liabilities
were  discharged by order of the U.S. Bankruptcy Court and the matter was closed
by  the  Court.

9.  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 as well as a .07% decrease in the Company's ownership
interest  in  Nanopierce.  The  Company  recognized  a  $56,000  gain  on  the
settlement,  which  is  presented  as  a  gain  on  disposal of subsidiary.  The
settlement  agreement further stipulates 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.  The value of
the  Nanopierce  shares  as  of  June 30, 2001, based on the closing asked share
price  of  $.64  was  approximately  $24,000.

The  Company  is  involved  in  various  claims and legal actions arising in the
ordinary  course  of  business.  In  the  opinion  of  management,  the ultimate
disposition  of  these  matters  will  not have a material adverse effect on the
financial  statements  of  the  Company.


                                       13
<PAGE>
ITEM  2.  MANAGEMENT'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

     On  February  26,  1998,  Intercell  Corporation  transferred  all  of  the
intellectual  property  (which  had  a historical carrying value of zero) of its
wholly  owned  subsidiary  Particle  interconnect  Corporation  to  Nanopierce
Technologies,  Inc. for stock. Intercell Corporation owns approximately 15.8% of
the  outstanding  common  stock  of Nanopierce Technologies, Inc. as of June 30,
2001.

     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 as well as a .07% decrease in the Company's ownership
interest  in  Nanopierce.  The  Company  recognized  a  $56,000  gain  on  the
settlement,  which  is  presented  as  a  gain  on  disposal of subsidiary.  The
settlement  agreement further stipulates 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.  The value of
the Nanopierce shares as of June 30, 2001 based on the closing asked share price
of  $.64  was  approximately  $24,000.

     The  Company  is restructuring itself in order to enhance its prospects for
financing,  future  business  operation  and  acquisitions  of new technologies.
During  the  three  months  ended June 30, 2001, the Company has merged into its
wholly  owned  subsidiary  Intercell  International Corporation, has changed its
corporate  domicile  to  Nevada, and has reversed split its stock 1 for 20.  The
Company plans to increase its authorized capital to permit the issuance of stock
to  honor  certain  obligations  to  deliver  stock  assumable  upon outstanding
convertible  and  exercisable  securities.


                                       14
<PAGE>
RESULTS  OF  OPERATIONS

Revenues

     The  Company  had  no revenue from continuing operations for the six months
ended  June  30,  2001  or  2000.

General  and  Administrative  Expenses

     General and administrative expenses were $89,000 and $203,000 for the three
months and nine months ended June 30, 2001 compared to $101,000 and $290,000 for
the  three  months  and  nine  months ended June 30, 2000.  The decrease for the
three  months ended June 30, 2001 as compared to the three months ended June 30,
2000 is primary attributable to a $12,000 decrease in accounting and audit fees.
The  decrease  for  the  nine months ended June 30, 2001 as compared to the nine
months  ended  June  30, 2000 is primarily attributable to a $50,000 decrease in
consulting  fees  and  a  $42,000  decrease  in  accounting  and  audit  fees.

     During  the three months ended December 31, 2000 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  took an impairment of $53,000 on the value of the
land.  During  the  three months and nine months ended June 30, 2000 the Company
wrote  down  the  carrying  amount  of  the  Arizcan  property  by  $200,000.

Other  Income/Expense

     The Company recognized a gain of $65,000 in the three months ended June 30,
2001  on the sale of 325,000 shares of Nanopierce common stock.  During the nine
months  ended  June  30,  2001  recognize  an  additional gain of $74,000 on the
exchange  of  37,000  shares  of  Nanopierce  common  stock  for a total gain of
$139,000  for  the  nine months.  During the nine months ended June 30, 2000 the
Company  realized  gains  on  the  sales  of  its  Nanopierce stock of $876,000.

     The  consolidated  financial statements reflect Nanopierce as an investment
accounted for under the equity method of accounting through September 2000.  The
Company's investment in Nanopierce is carried at zero in the Company's financial
statements  and therefore the equity method has been suspended and the Company's
share  of  Nanopierce's  losses  has  not been recorded.  During the nine months
ended  June 30, 2001 the Company's voting ownership interest decreased below 20%
(approximately  15.8%  at  June  30,  2001).

     The  Company  incurred  interest expense of $6,000 in the nine months ended
June  30,  2001 compared to $27,000 in the nine months ended June 30, 2000.  The
decrease can be attributed to the redemption of the outstanding convertible debt
in  March  2000.


                                       15
<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,, 2001 the Company's cash and cash
equivalents  used  in operating activities of continuing operations was $195,000
primarily  resulting  from  general  and  administrative  expenses.

     During  the  nine  months  ended June 30, 2001 the Company received $93,000
from  Nanopierce for a note payable bearing interest at 5.75%.  The Company also
paid  notes  payable  to  related  parties of $23,000 and paid a note payable to
others  of $6,000.  The Company received $65,000 from the sale of 325,000 shares
of  Nanopierce  common  stock.  The  Company  also  used  $25,000  in  investing
activities.

     The  Company  is restructuring itself in order to enhance its prospects for
financing,  future  business  operation  and  acquisitions  of new technologies.

     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
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  June  1998,  the  FASB  issued  SFAS NO. 133, Accounting for Derivative
Instruments  and  Hedging  Activities.  This statement, as amended, is effective
for fiscal years beginning after June 15, 2000.  Currently, the Company does not
have  any  derivative  financial instruments and does not participate in hedging
activities; therefore, management believes that SFAS No. 133 will not impact the
Company's  financial  statements.

     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,
is  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; therefore, management believes that SAB No.
101  will  not  impact  the  Company's  financial  statements.


                                       16
<PAGE>
                           PART II - OTHER INFORMATION


                           ITEM 1.  LEGAL PROCEEDINGS


The  Company  is  involved  in  various  claims and legal actions arising in the
ordinary  course  of  business.  In  the  opinion  of  management,  the ultimate
disposition  of  these  matters  will  not have a material adverse effect on the
financial  statements  of  the  Company.


                        ITEM 2.     CHANGES IN SECURITIES

The  Company  made the following unregistered sales of its securities from April
1,  2001  to  June  30,  2001.

None


                  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

None


                                       17
<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  CORPORATION
                                    (REGISTRANT)

Date:  August 10,  2001                By: /s/ Paul H. Metzinger
                                       -----------------------------
                                        Paul H. Metzinger, President,
                                        Chief  Executive  Officer  &
                                        Chief  Financial  Officer


                                       18
<PAGE>