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

                                   FORM 10-QSB

(Mark One)

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

         For the quarterly period ended June 30, 2006

                                       OR

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

                         Commission file number 0-14306

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

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

                           370 17th Street, Suite 3640
                             Denver, Colorado 80202

              (Address of principal executive offices ) (Zip Code)

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

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

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

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [_] No [X]

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

<PAGE>

As of August 14,  2006 there were  23,836,323  shares of the  registrant's  sole
class of common shares outstanding.

Transitional Small Business Disclosure Format     Yes [_]   No [X]



<PAGE>

<TABLE>
<CAPTION>

PART I - FINANCIAL INFORMATION

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

         Condensed Consolidated Balance Sheet--June 30, 2006                        F-2

         Condensed Consolidated Statements of Operations  and
                  Comprehensive Loss- Nine and Three months ended
                  June 30, 2006 and 2005                                            F-3

         Condensed Consolidated Statement of Changes in Stockholders'
                  Deficit -Nine months ended June 30, 2006                          F-4

         Condensed Consolidated Statements of Cash Flows -
                  Nine months ended June 30, 2006 and 2005                          F-5

         Notes to Condensed Consolidated Financial Statements                       F-6

Item 2.  Management's Discussion and Analysis                                        1

Item 3. Controls and Procedures                                                      3

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable

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

Item 3.  Defaults Upon Senior Securities - Not Applicable

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

Item 5.  Other Information - Not Applicable

Item 6.  Exhibits                                                                    4

         Exhibit 11                                                                  5

         SIGNATURES                                                                  6

</TABLE>



<PAGE>





             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



Board of Directors
Intercell International Corporation

I have  reviewed  the  accompanying  condensed  consolidated  balance  sheet  of
Intercell  International  Corporation  and  subsidiary as of June 30, 2006,  the
related condensed  consolidated  statements of operations and comprehensive loss
for the nine and three-month periods ended June 30, 2006 and 2005, the condensed
consolidated  statements of cash flows for the nine-month periods ended June 30,
2006  and  2005,  and  the  condensed   consolidated  statement  of  changes  in
stockholders'  deficit for the  nine-month  period  ended June 30,  2006.  These
interim condensed  consolidated  financial  statements are the responsibility of
the Company's management.

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

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




/s/ Larry O'Donnell, CPA, PC

Aurora, Colorado
August 11, 2006
                                       F-1




<PAGE>
<TABLE>
<CAPTION>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                      Condensed Consolidated Balance Sheet
                                  June 30, 2006
                                   (Unaudited)


                                                  Assets

<S>                                                                                      <C>
Current assets:
  Cash and cash equivalents                                                              $    35,193
  Assets of discontinued operations (Note 2)                                                   9,377
                                                                                          ----------
    Total current assets                                                                      44,570
                                                                                          ----------

Other assets:
  Investment securities available for sale (Note 4)                                           13,224
                                                                                          ----------

       Total assets                                                                      $    57,794
                                                                                          ==========

                                  Liabilities and Stockholders' Deficit

Current liabilities:
  Accounts payable and accrued liabilities                                               $    90,972
  Note payable (Note 4)                                                                       35,000
  Liabilities of discontinued operations (Note 3)                                            308,683
                                                                                          ----------
    Total liabilities (all current)                                                          434,652
                                                                                          ----------

Commitments and contingencies (Notes 6 and 8)

Stockholders' deficit (Note 7):
  Convertible preferred stock; $0.001 par value;
    20,000,000 shares authorized; no shares issued and outstanding                                 -
  Common stock; $0.001 par value; 100,000,000 shares authorized;
    23,836,323 shares issued and outstanding                                                  23,836
  Additional paid-in capital                                                              38,746,834
  Accumulated other comprehensive income                                                      13,224
  Accumulated deficit                                                                    (39,160,755)
                                                                                          ----------
      Total stockholders' deficit                                                        (   376,861)
                                                                                          ----------

        Total liabilities and stockholders' deficit                                      $    57,794
                                                                                          ==========

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




                                       F-2


<PAGE>
<TABLE>
<CAPTION>

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

                                                            Three Months Ended                         Nine Months Ended
                                                                 June 30,                                  June 30,
                                                                 --------                                  --------
                                                        2006                 2005                  2006                 2005
                                                        ----                 ----                  ----                 ----
<S>                                              <C>                  <C>                 <C>                   <C>
General and administrative expense               $(   30,268)          (   34,064)          (   44,902)          (   178,042)
                                                   ---------            ---------            ---------            ----------

Other income (loss):
  Unrealized gain on derivative
    instruments (Note 4)                                   -                    -                    -                 1,050
  Interest income                                        231                   27                  722                   164
  Interest expense                                         -                    -                    -            (      718)
                                                   ---------            ---------            ---------             ---------
                                                         231           (   34,037)                 722                   496
                                                   ---------            ---------            ---------             ---------

Loss from continuing operations                   (   30,037)          (   34,037)          (   44,180)           (  177,546)
                                                   ---------            ---------            ---------             ---------

Discontinued operations; loss from
   operations of subsidiary (Note 3)                       -                  200                    -            (  104,040)
                                                   ---------            ---------            ---------             ---------

Net loss                                          (   30,307)          (   33,837)          (   44,180)           (  281,586)
                                                   ---------            ---------            =========             ---------

Other comprehensive (loss) income;
  Change in unrealized (loss) gain on
     securities available for
     sale (Note 4)                                (    3,306)                   -           (   11,966)           (   11,703)
                                                   ---------            ---------            ---------             ---------

Total comprehensive loss                         $(   33,613)          (   33,837)          (   56,146)           (  269,883)
                                                   =========            =========            =========             =========

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

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

Weighted average number of common
   shares outstanding                             23,836,323           23,836,323           23,836,323            23,843,878
                                                  ==========           ==========           ==========            ==========

         * Less than $(0.01) per share.

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





                                                       F-3

<PAGE>

<TABLE>
<CAPTION>

                               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                      Condensed Consolidated Statements of Changes in Stockholders' Deficit
                                         Nine Months Ended June 30, 2006
                                                   (Unaudited)



                                                                                  Accumulated
                                                                  Additional         Other                               Total
                                       Common Stock                Paid-In       Comprehensive      Accumulated      Stockholders'
                                       ------------
                                 Shares           Amount           Capital           Income          Deficit           Deficit
                                 ------           ------           -------           ------          -------           -------
<S>                           <C>              <C>               <C>            <C>               <C>              <C>
Balances, October 1, 2005     23,836,323       $ 23,836          $38,743,834    $    25,190       $(39,116,575)    $(  323,715)

                                       -              -               3,000               -                 -            3,000

Net loss                               -              -                   -               -       (    44,180)      (   44,180)


Other comprehensive
  income:
  Change in unrealized
  gain on securities
  available for sale
  (Note 4)                             -              -                   -      (   11,966)                -       (   11,966)
Balances,
  June 30, 2006               23,836,323       $ 23,836          $38,746,834    $    13,224       $(39,160,755)    $(  376,861)


     See accompanying notes to condensed consolidated financial statements.

                                                       F-4
</TABLE>


<PAGE>

<TABLE>
<CAPTION>

                       INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                         Condensed Consolidated Statements of Cash Flows
                            Nine Months Ended June 30, 2006 and 2005
                                           (Unaudited)

                                                                                      2006                  2005
                                                                                      ----                  ----
<S>                                                                           <C>                     <C>
Cash flows from operating activities:
 Net loss                                                                     $ (   44,180)           (  281,586)
 Adjustments to reconcile net loss to net cash
  used in continuing operations:
  Loss from discontinued operations                                                      -               104,040
  Depreciation expense                                                                 359                   634
  Loss from sale of property, plant & equipment                                        158
  Contribution of services by officer/stockholder                                    3,000                40,695
  Unrealized gain on derivative instruments                                              -            (    1,050)
  Changes in operating assets and liabilities:
   Decrease in accounts receivable                                                  35,000
  (Decrease) increase in accounts payable
    and accrued liabilities                                                     (   17,235)               38,465
                                                                                 ---------                ------
    Net cash (used) in operating activities from
     continuing operations                                                      (   22,898)           (   98,802
                                                                                 ---------                ------

Cash flows from investing activities:
 Proceeds from sale of property, plant & equipment                                     750                     -
                                                                                 ---------            ----------
   Net cash provided by investing activities from
     continuing operations                                                             750                     -
                                                                                 ---------            ----------

Cash flows from financing activities:
 Decrease (increase) in restricted cash                                             35,000            (   35,000)
 Proceeds from note payable                                                              -                35,000
                                                                                ----------             ---------
   Net cash provided by financing activities from
    continuing operations                                                           35,000                     -
                                                                                ----------             ---------

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

Net increase(decrease) increase in cash and cash equivalents                        12,852            (  127,972)

Cash and cash equivalents, beginning of period                                      22,341               163,587
                                                                                ----------            ----------

Cash and cash equivalents, end of period                                      $     35,193                35,615
                                                                                ==========            ==========

Supplemental disclosure of non-cash investing and
  financing activities:
Common stock returned in exchange for marketing rights                         $         -                    94
(Decrease) increase in investment securities available for
  sale and related unrealized gain                                              (   11,966)               11,703

See accompanying notes to condensed consolidated financial statements.

</TABLE>


                                                       F-5



<PAGE>



               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2006 and 2005
                                   (Unaudited)

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

PRESENTATION OF INTERIM INFORMATION

The  accompanying   condensed  consolidated  financial  statements  include  the
accounts of  Intercell  International  Corporation,  a Nevada  corporation  (the
Company or Intercell),  and Brunetti DEC, LLC,  ("Brunetti") a Colorado  limited
liability company.  In October 2004, the Company  discontinued the operations of
Brunetti and implemented steps to liquidate the assets of Brunetti.  On March 1,
2005,  Brunetti  filed a  voluntary  petition  for relief in the  United  States
Bankruptcy  Court,  District of Colorado  under Chapter 7 of Title 7 of the U.S.
Bankruptcy Code (Note 2). All significant intercompany accounts and transactions
have been eliminated in consolidation.

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

In the opinion of the  management  of the Company,  the  accompanying  unaudited
condensed  consolidated  financial statements include all material  adjustments,
including all normal and recurring adjustments,  considered necessary to present
fairly the  financial  position  and  operating  results of the  Company for the
periods presented. The consolidated financial statements and notes are presented
as permitted by Form 10-QSB, and do not contain certain information  included in
the  Company's  last  Annual  Report on Form  10-KSB for the  fiscal  year ended
September  30,  2005.  It  is  the  Company's  opinion  that  when  the  interim
consolidated financial statements are read in conjunction with the September 30,
2005 Annual  Report on Form  10-KSB,  the  disclosures  are adequate to make the
information  presented  not  misleading.  Interim  results  are not  necessarily
indicative of results for a full year or any future period.

In the  Company's  last  Annual  Report on Form 10-KSB for the fiscal year ended
September 30, 2005, the Report of the Independent  Registered  Public Accounting
Firm includes an explanatory  paragraph that describes  substantial  doubt about
the Company's  ability to continue as a going concern.  The Company's  financial
statements for the nine months ended June 30, 2006 have been prepared on a going
concern basis,  which  contemplates the realization of assets and the settlement
of liabilities  and  commitments  in the normal course of business.  The Company
reported a net loss of $44,180 for the nine months ended June 30,  2006,  and an
accumulated  deficit  of  $39,160,752  as of June 30,  2006.  In  October  2004,
Brunetti ceased  operations  (Note 2), and the Company no longer has any ongoing
revenue-generating activities.

                                       F-6

<PAGE>


               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2006 and 2005
                                   (Unaudited)

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

MANAGEMENT'S PLANS

On  August  7,  2006,  the  Company  entered  into  an  Agreement  and  Plan  of
Reorganization (the "Agreement") with NewMarket China, Inc.  ("NewMarket China")
and  NewMarket   Technologies,   Inc.  ("NewMarket   Technologies"),   the  sole
shareholder of NewMarket China. The Agreement provides that on the closing date,
the Company to receive 1,000 restricted common shares of NewMarket China,  which
represents  all of the  issued  and  outstanding  shares of  NewMarket  China in
exchange for 2,000,000 shares of the Company's restricted common stock issued to
NewMarket Technologies.  The Company expects to finalize the merger on or before
September 30, 2006.

NewMarket China,  located in China, is the wholly-owned  subsidiary of NewMarket
Technologies.   NewMarket   Technologies  has  combined  a  traditional  systems
integration  and  support  services  capacity  with  a  specialized  asset-based
approach to assisting its clients with the delicate balance between  maintaining
legacy  systems  and  gaining  a  competitive  edge from the  latest  technology
innovations.   NewMarket   Technologies   provides  certified   integration  and
maintenance services to support the prevailing industry standard solutions

In a separate agreement, NewMarket Technologies has agreed to purchase 1,000,000
shares of two series of preferred stock from the Company for $250,000. The funds
have been put into escrow,  with an unrelated third party escrow agent, with the
express purpose to be used to negotiate and purchase the outstanding debt of not
only  the  Company,  but  also  its  subsidiary,  Brunetti.  At June  30,  2006,
approximately $58,617 worth the debt of Brunetti had been purchased.  One of the
series of the preferred stock will have majority voting rights. Additional terms
for both series of preferred shares are in the process of being negotiated.

STOCK-BASED COMPENSATION

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

No options were granted during the nine months ended June 30, 2006 and 2005.


                                       F-7

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2006 and 2005
                                   (Unaudited)
LOSS PER SHARE

SFAS No.  128,  Earnings  Per Share,  requires  dual  presentation  of basic and
diluted  earnings per share (EPS) with a  reconciliation  of the  numerator  and
denominator of the basic EPS computation to the numerator and denominator of the
diluted EPS computation.  Basic EPS excludes dilution.  Diluted EPS reflects the
potential  dilution that could occur if  securities or other  contracts to issue
common stock were  exercised  or converted  into common stock or resulted in the
issuance of common stock that then shared in the earnings of the entity.  Income
(loss)  per share of common  stock is  computed  based on the  weighted  average
number of common  shares  outstanding  during  the  period.  Stock  options  and
warrants are not considered in the calculation of diluted loss per share, as the
impact of the potential  common shares  (12,305,550  shares at June 30, 2006 and
12,396,350  shares  at June 30,  2005)  would  be to  decrease  loss per  share.
Therefore, diluted loss per share is equivalent to basic loss per share.

RECENTLY ISSUED ACCOUNTING STANDARDS

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

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

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

On October 11, 2004,  the Company  discontinued  the  operations of Brunetti and
implemented  steps to liquidate the assets of Brunetti.  The Company  intends to
utilize the proceeds from the  self-liquidation  to settle  outstanding debts to
the extent possible.







                                       F-8

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2006 and 2005
                                   (Unaudited)

At June 30,  2006,  the carrying  values of  Brunetti's  assets and  liabilities
(presented as assets and liabilities of discontinued operations) are as follows:

  Cash                                          $     9,174
                                                -----------
    Total assets
     (all current)                              $     9,174
                                                ===========

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

               (1)  Liabilities  above  do not  include  payables  to  Intercell
               International  Corporation of approximately  $384,358 at June 30,
               2006.

Revenues  attributable to Brunetti operations for the nine months ended June 30,
2006  and  2005,  reported  in  discontinued  operations,  were $0 and  $11,746,
respectively ($0 for the three months ended June 30, 2006 and 2005).  Operations
related to Brunetti resulted in a net loss during the nine months ended June 30,
2006 and 2005 of $0 and  $104,040,  respectively  ($0 for the three months ended
June 30, 2006 and 2005,  respectively).  Brunetti did not incur any income taxes
during these periods.

3  INVESTMENT IN AFFILIATE AND RELATED TRANSACTIONS:
---------------------------------------------------
As of June 30, 2006,  the Company owns  approximately  0.07% of the  outstanding
common  stock of Vyta Corp,  formerly  known as  NanoPierce  Technologies,  Inc.
("NanoPierce").  On January 31, 2006,  NanoPierce  changed its corporate name to
Vyta Corp  ("Vyta") and  instituted  a 1 for 20 reverse  split of its issued and
outstanding common stock. At that time the Company's owned 23,245 shares of Vyta
common stock.

At June 30, 2006, the Company owns 15,744 shares of Vyta common stock,  of which
7,500  shares are subject to a warrant  agreement,  described  below.  Beginning
October 21, 2003,  based on factors which  indicated  that the Company no longer
had the  ability to exercise  significant  influence,  the  Company  changed its
method of  accounting  for the  NanoPierce  shares  (except  for those which are
subject  to  underlying  warrants,  which are  carried at cost) to the method of
accounting  prescribed by SFAS No. 115,  "Accounting for Certain  Investments in
Debt and Equity Securities".  The Company has classified its investment in these
NanoPierce  shares as available for sale  securities,  in which unrealized gains
(losses)  are  computed on the average  cost  basis,  and are  recorded in other
comprehensive  income (loss). At June 30, 2006, 15,744 shares of NanoPierce were
available for sale and had a fair market value of $13,224.  The Company reported
an increase in the unrealized  loss on available for sale  securities of $11,966
during the nine months  ended June 30, 2006  ($3,306 for the three  months ended
June 30,  2006).  The Company  did not sell any  available  for sale  securities
during the nine months ended June 30, 2006.

                                       F-9

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Nine Months Ended June 30, 2006 and 2005
                                   (Unaudited)

Warrants to Purchase NanoPierce Common Stock

Prior to October 1 2003, the Company sold 5,000 restricted  shares of NanoPierce
common  stock and  granted  two  warrants  to  purchase  up to 15,000  shares of
NanoPierce common stock held by the Company,  to a third party for $50,000 cash.
Each warrant  grants the third party the right to purchase up to 7,500 shares of
NanoPierce  common stock held by the Company,  at an exercise price of $0.50 per
share. The warrants are exercisable immediately;  one warrant expired in October
2004,  and one warrant  expires in October 2007. The warrants  contain  cashless
exercise provisions at the option of the holder. At the date of the transaction,
the warrants were valued at $32,000.  These warrants are  considered  derivative
financial  instruments  and are therefore  recorded in the balance sheet at fair
value.

Changes in the fair value of these  warrants  (unrealized  gains and losses) are
recognized  currently in earnings  (loss) of the Company.  At June 30, 2006, the
remaining  warrant had not been  exercised and the fair value of the  derivative
was estimated to be $0. An unrealized  gain of $1,050 was recognized  during the
nine months  ended June 30, 2005 ($0 was  recognized  in the three  months ended
June 30, 2005).

4  NOTES PAYABLE AND CREDIT FACILITIES:
--------------------------------------

NOTES PAYABLE, RELATED PARTIES

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

LETTER OF CREDIT

In December 2004, the Company  obtained a $35,000 letter of credit in connection
with completing certain obligations under a pre-existing Brunetti contract.  The
letter of credit  expires in December  2005 and is  collateralized  by a 6-month
certificate  of deposit.  In October  2005,  the Company  agreed to decrease the
amount of the  letter of credit to $20,000  and extend its term to May 2006.  In
May 2006,  the  remaining  $20,000 was released to the  Company.  As of June 30,
2006, there is no outstanding balance on the letter of credit.

5  STOCKHOLDERS' DEFICIT:
------------------------

COMMON STOCK

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

                                      F-10

<PAGE>

               INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
              Notes to Condensed Consolidated Financial Statements
                    Six Months Ended March 31, 2006 and 2005
                                   (Unaudited)

CAPITAL TRANSACTIONS

During the three months ended June 30, 2006, an officer of the Company agreed to
provide  services to the Company without  compensation  for these services.  The
services were  estimated to be valued at $3,000,  which was recorded as expense.
The  Company  has  accounted  for  these  contributed   services  as  a  capital
transaction, which resulted in an increase in additional paid-in-capital.

During the nine months  ended June 30, 2005,  officers of the Company  agreed to
provide services to the Company without  compensation for these services.  These
services were estimated to be valued at $40,695,  which was recorded as expense.
The  Company  has  accounted  for  these  contributed   services  as  a  capital
transaction, which resulted in an increase in additional paid-in capital.

OPTIONS

During the nine  months  ended June 30,  2006,  options  exercisable  for 40,800
shares of the Company's common stock expired.

6. COMMITMENTS AND CONTINGENCIES:
--------------------------------

Litigation

The filing of the Chapter 7 case  automatically  stayed  proceedings  in private
lawsuits relating to pre-petition claims as to Brunetti.

Certain former employees of Brunetti had filed claims for unpaid wages and other
expenses  against the Company and  Brunetti in the Small  Claims Court of Denver
County,  Colorado.  On March 2, 2005,  the Court found in favor of the employees
and found that the claims were the responsibility of the Company.

In addition,  a claim of approximately  $230,000 had been made against Brunetti,
which  management  believes  is without  merit and that the  Company  intends to
vigorously contest.

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






                                      F-11



<PAGE>


Item 2.  Management's Discussion and Analysis

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

         The Report of  Independent  Registered  Public  Accounting  Firm on the
Company's condensed  consolidated financial statements as of September 30, 2005,
and for each of the years in the two-year  period then ended,  includes a "going
concern"  explanatory  paragraph,  that  describes  substantial  doubt about the
Company's ability to continue as a going concern.  Management's  plans in regard
to the factors prompting the explanatory  paragraph are discussed below and also
in Note 1 to the quarterly Financial Statements.

Management's Plans

         The Company  reported a net loss of $44,180  for the nine months  ended
June 30,  2006  ($30,037  for the three  months  ended  June 30,  2006),  and an
accumulated deficit of $39,160,752 as of June 30, 2006.

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

         On August 7, 2006,  the Company  entered into an Agreement  and Plan of
Reorganization (the "Agreement") with NewMarket China, Inc.  ("NewMarket China")
and the sole  shareholder  of  NewMarket  China,  NewMarket  Technologies,  Inc.
("NewMarket Technologies"). The Agreement provides that on the closing date, the
Company will receive 1,000 restricted  common shares of NewMarket  China,  which
represents  all of the  issued  and  outstanding  shares of  NewMarket  China in
exchange for  2,000,000  shares of the Company's  restricted  common stock to be
issued to NewMarket Technologies.  The Company expects to finalize the merger on
or before September 30, 2006.

         NewMarket China,  located in China, is the  wholly-owned  subsidiary of
NewMarket Technologies, Inc. ("NewMarket Technologies").  NewMarket Technologies
has combined a traditional  systems  integration and support  services  capacity
with a  specialized  asset-based  approach to  assisting  its  clients  with the
delicate  balance between  maintaining  legacy systems and gaining a competitive
edge from the latest technology  innovations.  NewMarket  Technologies  provides
certified  integration  and  maintenance  services  to  support  the  prevailing
industry standard solutions.









                                        1

<PAGE>


         In a separate agreement,  NewMarket Technologies has agreed to purchase
1,000,000 shares of two series of preferred stock from the Company for $250,000.
The funds have been put into escrow, with an unrelated third party escrow agent,
with the express  purpose to be used to negotiate  and purchase the  outstanding
debt of not only the Company,  but also its  subsidiary,  Brunetti.  At June 30,
2006,  approximately $58,617 worth the debt of Brunetti had been purchased.  One
of the  series  of  the  preferred  stock  will  have  majority  voting  rights.
Additional terms for both series of preferred shares are in the process of being
negotiated.

Results of Operations

         On October 11, 2004,  the Company  ceased the  operations of its wholly
owned  subsidiary,  Brunetti DEC, LLC ("Brunetti").  On March 1, 2005,  Brunetti
filed a voluntary  petition for relief in the United  States  Bankruptcy  Court,
District of Colorado under Chapter 7 of Title 7 of the U.S. Bankruptcy Code.

         Loss from continuing operations for the nine months ended June 30, 2006
was $44,180  compared  $177,546 for the nine months ended June 30, 2005 ($30,037
and $34,037 for the three  months  ended June 30, 2006 and 2005,  respectively).
The decrease of $133,366  for the nine months ended June 30, 2006,  is explained
by the decrease in general and administrative expenses as explained below.

         General and  administrative  expenses during the nine months ended June
30, 2006 were $44,902,  compared to $178,042 for the nine months ended March 31,
2005  ($30,268  and $34,064 for the three  months  ended June 30, 2006 and 2005,
respectively).  The  decrease  of  $133,190  is  primarily  attributable  to the
decrease in operational and administrative activities as a result of the Chapter
11 proceedings.

         During the nine months  ended June 30, 2006,  the Company  recognized a
net loss of $44,180  compared to a net loss of  $281,586  during the nine months
ended June 30, 2005($30,307 and $33,837 for the three months ended June 30, 2006
and 2005).  The  decrease of $237,406 is explained  by an  approximate  $104,040
decrease in the loss from  discontinued  operations  between 2006 and 2005 and a
decrease of $133,366 in loss from continuing operations.

Liquidity and Capital Resources

         During the nine months ended June 30, 2006, the Company used $22,898 in
operating  activities from continuing  operations.  The Company received a final
payment  of $35,000 on the work done in  connection  with a contract  originally
held by  Brunetti.  During the nine  months  ended June 30,  2006,  the  Company
received  $35,000 from financing  activities  from  continuing  operations.  The
$35,000 was in  connection  with the  reduction of the $35,000  Letter of Credit
placed by the Company.  The Company had $35,193 of cash and cash  equivalents at
June 30, 2006, which is being used to support operations.

         As of June  30,  2006,  the  Company  owns  approximately  0.07% of the
outstanding  common stock of Vyta Corp  ("Vyta").  At June 30, 2006, the Company
owns 23,244  shares of Vyta common  stock,  of which 7,500 shares are subject to
warrant  agreements,  described below. The Company has classified its investment
in Vyta as available for sale securities in which  unrealized gains (losses) are
recorded to shareholders' equity.



                                        2

<PAGE>

         At June 30, 2006,  the Company  owns 15,744  shares of Vyta Corp common
stock  that are  tradable,  and based  upon the  closing  bid price of $0.84 per
share, the market value of the Vyta common shares at June 30, 2006, was $15,744.
On January 31, 2006,  Vyta instituted a 1 for 20 reverse split of its issued and
outstanding  common stock. As a result of the reverse split the number of shares
held by the Company on January 31, 2006  decreased  to 23,244  shares,  of which
15,744 shares are tradable.

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

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

         The warrants are considered  derivative  financial  instruments and are
therefore recorded in the balance sheet at fair value. Changes in the fair value
of the  warrants  (unrealized  gains and losses)  are  recognized  currently  in
earnings  (loss)  of the  Company.  At June  30,  2006,  the  fair  value of the
derivative was estimated to be $0.

Item 3.  Controls and Procedures

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

                           PART II - OTHER INFORMATION

Item 1.  Legal Proceedings - Not Applicable

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

Item 3.  Defaults Upon Senior Securities - Not Applicable

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

Item 5.  Other Information - Not Applicable

                                        3

<PAGE>




Item 6.    Exhibits and Reports on Form 8-K

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

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

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

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

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


        (b)       Form 8-K filed April 7, 2006


                                        4


<PAGE>

<TABLE>
<CAPTION>

                                           EXHIBIT 11
                       INTERCELL INTERNATIONAL CORPORATION AND SUBSIDIARY
                                COMPUTATION OF NET LOSS PER SHARE
                                           (Unaudited)

                                             Three Months Ended                  Nine Months Ended
                                                  June 30,                           June 30,
                                                  --------                           --------

                                            2006             2005              2006             2005
                                            ----             ----              ----             ----
<S>                                   <C>               <C>              <C>               <C>

Net loss                              $( 30,037)        (  33,837)       (  44,180)        ( 281,586)
                                        =======          ========         ========          ========

Weighted average
  number of common
  shares outstanding                  23,836,323        23,836,323       23,836,323        23,843,878
Common equivalent
  shares representing
  shares issuable upon
  exercise of
  outstanding options
  and warrants and
  convertible stock                            -                 -                -                 -
                                      ----------        ----------       ----------        ----------
                                      23,836,323        23,836,323       23,836,323        23,843,878
                                      ==========        ==========       ==========        ==========
Basic and diluted loss
  per share applicable
  to common
  shareholders                       $         *                 *                *       (      0.01)


* Less than $(0.01) per share.

Stock options,  warrants and  convertible  preferred stock are not considered in
the  calculations  for  those  periods  with net  losses  as the  impact  of the
potential  common  shares  (approximately   12,305,550  at  June  30,  2006  and
12,396,350 shares at June 30, 2005) would be to decrease net loss per share.




                                       5
</TABLE>



<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 14, 2006                   /s/R. Mark Richards
                                            ------------------------------------
                                            R. Mark Richards,
                                                Chief Executive Officer


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


















                                        6